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

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the Lil Marc SEC Reports filed prior to the date hereof, since the Balance Sheet Date, except as described on Schedule 4.23Lil Marc and each of its subsidiaries ITI has not: (ia) Incurred incurred any material obligation debts, obligations or liability (liabilities, absolute, accrued, contingent or otherwise) , whether due or to become due, except for obligations or current liabilities incurred in the usual and ordinary coursecourse of business and consistent with past practices, having individually or in the aggregate a Lil Marc Material Adverse Effect; (b) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise; (c) discharged or satisfied any such Liens other than those securing, or paid any obligation or liability incurred other than, current liabilities shown in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance SheetLil Marc SEC Reports, and (b) current liabilities incurred since the Balance Sheet Date Date, in each case in the usual and ordinary course of business that would not have a Material Adverse Effectand consistent with past practices; (iiid) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedmortgaged, pledged or subjected to any lien, charge or other encumbrance lien any of its assets, tangible or intangible; (ve) Sold sold, transferred or transferred leased any of its assets or cancelled any debts or claims or waived any rights, except in the usual and ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viiif) Authorized cancelled or compromised any capital expenditure for real estate debt or leasehold improvementsclaim, machineryor waived or released any right, equipment or molds in excess of $10,000.00 in the aggregatematerial value; (ixg) Except for this Agreement, entered into suffered any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced physical damage, destruction or loss (whether or not covered by insurance) that would individually adversely affecting the properties, business or prospects of Lil Marc; (h) entered into any transaction other than in the aggregate have a Material Adverse Effect usual and ordinary course of business except for this Agreement and the related agreements contemplated hereby; (i) encountered any labor difficulties or labor union organizing activities; (j) made or granted any wage or salary increase or entered into any employment agreement; (k) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of Lil Marc; (l) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities; (m) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other material adverse change than changes, events or changes individually conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in the aggregate that would have conjunction with all such other changes, events and conditions) a Lil Marc Material Adverse Effect; (n) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted; or (o) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Absence of Certain Changes or Events. The Company has notExcept in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby, as disclosed in the LaSalle SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed LaSalle SEC Reports") since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred date of the most recent audited financial statements included in the ordinary courseFiled LaSalle SEC Reports, LaSalle Holdings and any such obligation or liability incurred its Subsidiaries have conducted their business in the ordinary course would consistent with past practice, and there has not have occurred (i) any event or change having individually or in the aggregate a Material Adverse EffectEffect on LaSalle Holdings, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrancedeclaration, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any distribution of LaSalle Holdings's outstanding capital stock, other than regular quarterly dividends in respect an amount payable in cash not in excess of $1.0938 per Series A Preferred Share and quarterly dividends in an amount payable in cash not in excess of $0.375 per LaSalle Holdings Share, Voting Share and Non-Voting Share and dividends paid by wholly owned Subsidiaries, (iii) (A) any granting by LaSalle Holdings or any of its capital stock; or Subsidiaries to any current or former director or officer of LaSalle Holdings or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (xiB) Experienced damageany granting by LaSalle Holdings or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by LaSalle Holdings or any of its Subsidiaries into, destruction or loss any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (whether or not covered by insuranceiv) any tax election that would individually or in the aggregate would have a Material Adverse Effect on LaSalle Holdings or experienced any other of its tax attributes or any settlement or compromise of any material adverse income tax liability, or (v) any change in accounting methods, principles or changes individually practices by LaSalle Holdings or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in the aggregate that would have a Material Adverse Effectapplicable accounting principles (including SAP).

Absence of Certain Changes or Events. The Company has not, since Since the BIZ Balance Sheet Date, except as described on Schedule 4.23Date (and other than in compliance with Section 5.3) there has not occurred: (ia) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse EffectEffect with respect to BIZ and BCP, except for claims, if any, that are adequately covered by insurancetaken as a whole; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date any amendments or changes in the ordinary course BIZ's certificate of business incorporation or bylaws; (c) any damage, destruction or loss, whether covered by insurance or not, that would not have could reasonably constitute a Material Adverse EffectEffect with respect to BIZ; (iiid) Increased or established any reserve or accrual for taxes redemption, repurchase or other liability on its books acquisition of shares of capital stock of BIZ or otherwise provided therefor, except BCP (a) as disclosed on the Balance Sheetother than pursuant to arrangements with terminated employees or consultants), or any declaration, setting aside or payment of any dividend or other distribution (bwhether in cash, stock or property) as may have been required under generally accepted accounting principles due with respect to income earned any capital stock of BIZ or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingBCP; (ive) Mortgaged, pledged any material increase in or subjected modification of the compensation or benefits payable or to any lien, charge become payable by BIZ or other encumbrance BCP to any of its assets, tangible directors or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsemployees, except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (vif) Disposed any material increase in or modification of or permitted to lapse any patents or trademarks bonus, pension, insurance or any patent of the BIZ Employee Plans or trademark applications material to BIZ Benefit Arrangements (including, but not limited to, the operation granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its businessemployees, other than in the ordinary course of business consistent with past practice; (viig) Incurred any significant labor trouble acquisition or granted any general sale of a material amount of property or uniform increase in salary assets of BIZ or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentBCP, other than regularly scheduled increases that are in the ordinary course of business consistent with past practices; (viiih) Authorized any capital expenditure for real estate alteration in any term of any outstanding security of BIZ or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in BCP other than as required under the aggregateterms thereof; (ixi) Except any (A) incurrence, assumption or guarantee by BIZ or BCP of any debt for this Agreementborrowed money other than pursuant to credit lines or loan agreements disclosed in the BIZ Balance Sheet or the notes thereto; (B) issuance or sale of any securities convertible into or exchangeable for debt securities of BIZ; or (C) issuance or sale of options or other rights to acquire from BIZ or BCP, entered directly or indirectly, debt securities of BIZ or BCP or any securities convertible into or exchangeable for any material transactionsuch debt securities; (xj) Issued any stockscreation or assumption by BIZ or BCP of any mortgage, bondspledge, security interest or lien or other corporate securitiesencumbrance on any material asset (other than liens for taxes not yet delinquent and liens and encumbrances which are not material in character, amount or made extent and which do not materially interfere with the use of the asset subject thereto or affected thereby); (k) any declaration or payment making of any dividend loan, advance or capital contribution to or investment in any distribution person other than (i) travel loans or advances made in respect the ordinary course of its capital stockbusiness, (ii) other loans and advances in an aggregate amount which does not exceed $25,000 outstanding at any time and (iii) purchases on the open market of liquid, publicly traded securities; (l) any entering into, amendment of, relinquishment, termination or non-renewal by BIZ or BCP of any material contract, lease commitment or other material right or obligation other than in the ordinary course of business; (m) any transfer or grant of a right under the BIZ IP Rights (as defined in Section 3.14), other than in the ordinary course of business; (n) any material labor dispute or written charge of unfair labor practice (other than routine individual grievances), or, to the knowledge of BIZ, any material activity or proceeding by a labor union or representative thereof to organize any employees of BIZ or BCP; or (xio) Experienced damageany agreement or arrangement made by BIZ or BCP to take any action, destruction or loss (whether or not covered by insurance) that would individually or in which, if taken prior to the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that date hereof, would have a Material Adverse Effectmade any representation or warranty, set forth in this Agreement untrue or incorrect unless otherwise disclosed.

Absence of Certain Changes or Events. The Company has notExcept as described in Schedule 4.6, since the date of the Most Recent Balance Sheet Date, except as described on Schedule 4.23Sheet: (i) Incurred any 4.6.1 no material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred adverse change has occurred in the ordinary coursefinancial condition, and any such obligation results of operations, assets, liabilities, income or liability incurred in prospects of the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceLicensed Operations or Acquired Assets; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications 4.6.2 no material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or has occurred affecting the Acquired Assets; 4.6.3 except in the aggregate have a Material Adverse Effect ordinary course of business of Seller in accordance with existing Hospital personnel policies, Seller has not increased or experienced agreed to increase the compensation payable to any of the employees, contractors or service providers of Seller or made or agreed to make any bonus or severance payment to any of the employees, contractors or service providers of Seller and Seller has not employed any additional management personnel in respect of the Licensed Operations; 4.6.4 no labor dispute or enactment of state or local Law, promulgation of state or local regulation, or other material adverse change event or changes individually condition has occurred materially adversely affecting the Licensed Operations or the Acquired Assets; 4.6.5 Seller has not sold, assigned, transferred, distributed or otherwise disposed of any of the Acquired Assets, except in the aggregate that would have ordinary course of business of Seller and under the operations of the Interim Management Services Agreement; 4.6.6 no Encumbrance has been imposed on any of the Acquired Assets except Permitted Encumbrances; 4.6.7 Seller has not cancelled or waived any rights in respect of the Acquired Assets, except in the ordinary course of business of Seller; 4.6.8 there has been no material change in any accounting method, policy or practice of Seller, except as pursuant to the Interim Management Services Agreement, with respect to the Acquired Assets or Licensed Operations; 4.6.9 Seller has not entered into or agreed to enter into any transaction outside the ordinary course of business of Seller which may cause a Material Adverse Effectliability or obligation of Seller in excess of Seventy-Five Thousand Dollars ($75,000), except as pursuant to the Interim Management Services Agreement; and 4.6.10 Seller has not entered into any agreement by or on behalf of Seller with any physician, except as pursuant to the Interim Management Services Agreement.

Absence of Certain Changes or Events. The Company has notExcept in connection with this Agreement, since the Balance Sheet DatePlans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolutein Section 3.5 of the Trenwick Disclosure Letter, accrued, contingent or otherwise) except for obligations or liabilities incurred as disclosed in the ordinary courseTrenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and any such obligation or liability incurred its Subsidiaries have conducted their business in the ordinary course would consistent with past practice, and there has not have occurred (i) any event or change having individually or in the aggregate a Material Adverse EffectEffect on Trenwick, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrancedeclaration, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any distribution in respect of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick or any of its capital stock; or Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (xiB) Experienced damageany granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, destruction or loss any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (whether or not covered by insuranceiv) any tax election that would individually or in the aggregate would have a Material Adverse Effect on Trenwick or experienced any other of its tax attributes or any settlement or compromise of any material adverse income tax liability, or (v) any change in accounting methods, principles or changes individually practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in the aggregate that would have a Material Adverse Effectapplicable accounting principles (including statutory accounting practices ("SAP")).

Absence of Certain Changes or Events. The Company has notExcept as set forth in the Columbia House Entities Disclosure Letter, since December 18, 1998, each of the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred Columbia House Entities and each Columbia House Subsidiary has conducted its business only in the ordinary course, and there has not been: (i) any such obligation event, change, effect or liability incurred development that, individually or in the ordinary course would not aggregate, has had or could reasonably be expected to have a Columbia House Entities Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged any declaration, setting aside or satisfied payment of any lien dividend or encumbranceother distribution (whether in cash, stock or property) with respect to any equity interests of any of the Columbia House Entities or any repurchase for value by any of the Columbia House Entities of any equity interests of any Columbia House Entity, other than any of the foregoing permitted by Section 7.01(b)(i); (iii) any split, combination or reclassification of any equity interests of any Columbia House Entity or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of, or paid in substitution for, such equity interests; (iv) (A) any granting by any of the Columbia House Entities or satisfied any obligations Columbia House Subsidiary to any director or liability executive officer of, or any consultant (absolutewho performs services comparable to an employee) to, accruedany Columbia House Entity or any Columbia House Subsidiary of any increase in compensation, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date except for customary increases in cash compensation in the ordinary course of business that would not have a Material Adverse Effectconsistent with prior practice or as was required under employment agreements or plans in effect as of December 18, 1998, (B) any granting by any Columbia House Entity or any Columbia House Subsidiary to any such director, executive officer or consultant of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements or plans in effect as of December 18, 1998, or (C) any entry by any Columbia House Entity or any Columbia House Subsidiary into, or any amendment of, any employment, consulting, deferred compensation, indemnification, severance or termination agreement with any such director, executive officer or consultant; (iiiv) Increased any change in accounting methods, principles or established practices by any reserve Columbia House Entity or accrual for taxes any Columbia House Subsidiary materially affecting the consolidated assets, liabilities or other liability on its books results of operations of such Columbia House Entity or otherwise provided thereforsuch Columbia House Subsidiary, except (a) as disclosed on the Balance Sheet, or (b) insofar as may have been required under generally accepted accounting principles due by a change in GAAP or by SEC interpretations with respect to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingfilings therewith; (ivvi) Mortgaged, pledged any material elections or subjected changes in accounting methods with respect to Taxes by any lien, charge Columbia House Entity or other encumbrance any Columbia House Subsidiary or settlement or compromise by any Columbia House Entity or any Columbia House Subsidiary of its assets, tangible any material Tax liability or intangiblerefund; (vvii) Sold any acquisition by any Columbia House Entity or transferred any Columbia House Subsidiary (A) by merging or consolidating with, or by purchasing assets of, or by any other manner, any equity interest in or portion of its any business of any corporation, partnership, company, limited liability company, joint venture, association or other business organization or division thereof or (B) of any assets or cancelled any debts or claims or waived any rightsthat, individually, are in excess of $3 million or, in the aggregate, are in excess of $7.5 million, except purchases of inventory for resale and renewals of licenses, in each case in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices;prior practice; or (viii) Authorized any capital expenditure for real estate sale, lease, assignment, transfer, conveyance, delivery or leasehold improvementsother disposition, machineryor any divestiture, by any Columbia House Entity or any Columbia House Subsidiary of any properties or assets of such Columbia House Entity or Columbia House Subsidiary, other than sales of inventory and renewals of licenses, in each case in the ordinary course of business consistent with prior practice and sale/leaseback transactions in respect of equipment or molds in excess of financings not to exceed $10,000.00 3 million in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except Except for obligations or liabilities incurred in connection with this Agreement or the ordinary coursetransactions contemplated hereby, since December 31, 1997, Crestar and any such obligation or liability incurred its subsidiaries have conducted their business only in the ordinary course would or as disclosed in any Crestar SEC Reports, and there has not have been (1) any change or event having a Material Adverse EffectEffect on Crestar, (2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock, or property) with respect to any of Crestar's capital stock, other than regular quarterly cash dividends on Crestar Common Stock, (3) any split, combination or reclassification of any of Crestar's capital stock or any substitution for shares of Crestar's capital stock, except for claimsissuances of Crestar's Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Crestar Option Plans, if any(4) except as set forth in the Crestar Disclosure Letter (A) any granting by Crestar or any of its subsidiaries to any current or former director, that are adequately covered by insurance; (ii) Discharged executive officer or satisfied other key employee of Crestar or its subsidiaries of any lien increase in compensation, bonus or encumbranceother benefits, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date except for normal increases in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been was required under generally accepted accounting principles due to income earned or expense accrued since any employment agreements in effect as of the Balance Sheet Date date of the most recent audited financial statements included in the Crestar SEC Reports filed and as disclosed publicly available prior to the Purchaser in writing; date of this Agreement, (ivB) Mortgaged, pledged any granting by Crestar or subjected to any lien, charge or other encumbrance any of its assetssubsidiaries to any such current or former director, tangible executive officer or intangible; (v) Sold key employee of any increase in severance or transferred any of its assets or cancelled any debts or claims or waived any rightstermination pay, except in the ordinary course of business and which would not have a Material Adverse Effect; or pursuant to the Crestar Stock Option Plans, or (viC) Disposed of or permitted to lapse any patents or trademarks entry by Crestar or any patent or trademark applications material to the operation of its business; (vii) Incurred subsidiaries into, or any significant labor trouble amendment of, any employment, deferred compensation, consulting, severance, termination or granted indemnification agreement with any general such current or uniform increase in salary or wages payable or to become payable by it to any former director, officer, employee executive officer or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentkey employee, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; ordinary course of business, (ix5) Except for this Agreementexcept insofar as may have been disclosed in the Crestar SEC Reports or required by a change in generally accepted accounting principles, entered into any material transaction; change in accounting methods, principles or practices by Crestar materially affecting its assets, liabilities or business or (x6) Issued except insofar as may have been disclosed in the Crestar SEC Reports, any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) tax election that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would reasonably be expected to have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notSince May 31, since the Balance Sheet Date2005, except as described set forth on Schedule 4.23: (i) Incurred any material obligation or liability (absoluteSection 3.3 of the Disclosure Schedule, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, York and any such obligation or liability incurred in the ordinary course would not its Subsidiaries have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date been operated in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, with respect to York or its Subsidiaries there has not been any: (a) Actual or, to the Knowledge of York, threatened adverse change (other than as a result of the Stockholder Distributions) in the financial condition, working capital, stockholders' equity, assets, liabilities, obligations, reserves, revenues, income, earnings, or prospects of York or any of its Subsidiaries that would not have a Material Adverse EffectEffect on York; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been Change in accounting methods, principles or practices by York or any of its Subsidiaries affecting its assets or its liabilities (other than changes required under generally accepted accounting principles due to income earned by GAAP or expense accrued since Law after the Balance Sheet Date and as disclosed to the Purchaser in writingdate of this Agreement); (ivc) Mortgaged, pledged Material revaluation by York or subjected to its Subsidiaries of any lien, charge or other encumbrance any of its assets, tangible including without limitation, writing down the value of goodwill or intangible; (v) Sold inventory or transferred any of its assets writing off notes or cancelled any debts or claims or waived any rightsaccounts receivable, except other than as required by GAAP in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (viid) Incurred any significant labor trouble Material Destruction or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss Loss (whether or not covered by insurance) that would individually affecting York's or its Subsidiaries' assets; (e) Cancellation of any Funded Debt or waiver, compromise or release of any right or claim of York or its Subsidiaries relating to its activities, properties or other assets, other than in the aggregate ordinary course of business; (f) Other than Stockholder Distributions made in compliance with applicable Law prior to the date hereof in the amount of $25,341,382 and additional Stockholder Distributions made in compliance with applicable Law and reflected on the Closing Purchase Price Certificate, declaration, setting aside, or payment of dividends or distributions by York or any of its Subsidiaries in respect of the Equity Securities of York or any of its Subsidiaries or any redemption, repurchase or other acquisition of any outstanding Equity Securities of York or any of its Subsidiaries; (g) Except as required to comply with any applicable Law or contract, agreement or Plan in effect on the date of the Agreement and described on Schedule 3.14(a) of the Seller Disclosure Schedule or Year-End Compensation Arrangements, increase in the rate of compensation payable or to become payable to any director, officer or other employee of York or its Subsidiaries or any consultant, Representative or agent of York or its Subsidiaries, including without limitation, the making of any loan to, or the payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any such Person, or the addition to, modification of, or contribution to any Plan, employment arrangement, or employment practice described in Section 3.14(a) of the Seller Disclosure Schedule; (h) Change in employee relations which has or is reasonably likely to have a Material Adverse Effect on York and its Subsidiaries or experienced the relationships between the employees of York and its Subsidiaries and the management of York and its Subsidiaries; (i) Amendment, cancellation or termination of any Material Agreement or material Permit relating to York and its Subsidiaries or entry into any Material Agreement or material Permit which is not in the ordinary course of business, including without limitation, any employment or consulting agreements, other than an expiration of a Material Agreement pursuant to its terms or the execution of any amendment or agreement that was approved by Buyer Parties, such approval not to be unreasonably withheld or delayed; (j) Mortgage, pledge or other encumbrance of any assets of York and its Subsidiaries, except for Permitted Liens or as approved by Buyer Parties, such approval not to be unreasonably withheld or delayed; (k) Acquisition of any material assets (other than Intellectual Property) or sale, assignment, transfer, conveyance, lease or other disposal of any material assets of York and its Subsidiaries other than sales of obsolete equipment in the ordinary course of business; (l) Incurrence of Funded Debt by York and its Subsidiaries for borrowed money or commitment to borrow money entered into by York and its Subsidiaries, or loans made or agreed to be made by York and its Subsidiaries, or Funded Debt guaranteed by York and its Subsidiaries, other than borrowings under the Wachovia Agreement to be used for the sole purposes of funding Stockholder Distributions or general operating purposes; (m) Payment, discharge or satisfaction of any liabilities or obligations of York and its Subsidiaries other than the payment, discharge or satisfaction in the ordinary course of business of liabilities and obligations set forth or reserved for on the Interim Balance Sheet or incurred in the ordinary course of business; (n) Material capital expenditure by York or its Subsidiaries, the execution of any lease (other than renewals or extensions of existing leases in the ordinary course of business) by York or its Subsidiaries or the incurrence of any obligation by York or its Subsidiaries to make any material capital expenditure or execute any lease other than in the ordinary course; (o) Failure to pay or satisfy when due any liability or obligation of York or its Subsidiaries after the expiration of any applicable grace periods unless being disputed in good faith by York or any of its Subsidiaries; (p) Failure of York and its Subsidiaries to operate diligently in a reasonable commercial manner and in the ordinary course so as to keep available to Buyer Parties the assets of York's and its Subsidiaries' businesses, the services of York's and its Subsidiaries' employees and the assets and goodwill of York's suppliers, customers, distributors and others having business relations with them; (q) Disposition, transfer, license, sale, abandonment or lapsing of any Intellectual Property, except in the ordinary course of business; (r) Disposition of any Intellectual Property Rights other than in the ordinary course of business, or disclosure to any Person of any Intellectual Property Rights not theretofore a matter of public knowledge other than pursuant to a confidentiality agreement in the ordinary course of business; (s) any other material adverse change event or changes individually condition which in any one case or in the aggregate that would has or might reasonably be expected to have a Material Adverse EffectEffect on York; (t) Payment from York or its Subsidiaries to or on behalf of any officer, director, stockholder or employee of York or its Subsidiaries, pursuant to any agreement between York or its Subsidiaries and any such Person or otherwise, except as required to comply with any Law or any Contract, agreement or Plan in effect on the date of this Agreement and described on Schedule 3.14(a) or pursuant to Year-End Compensation Arrangements; or (u) Agreement by York or its Subsidiaries to do any of the things described in the preceding clauses (a) through (t) other than as expressly provided for herein.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the Buyer SEC Reports or in Section 4.6 of the Buyer Disclosure Schedule, since the date of the Buyer Balance Sheet DateSheet, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, Buyer and any such obligation or liability incurred its Subsidiaries have conducted their respective businesses only in the ordinary course would and in a manner consistent with past practice, and there has not have a been (i) any Buyer Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged any declaration, setting aside or satisfied payment of any lien dividend or encumbranceother distribution (whether in cash, stock or paid or satisfied property) with respect to any obligations or liability (absoluteof Buyer's capital stock, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased any split, combination or established reclassification of any reserve of its capital stock or accrual any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for taxes or other liability on shares of its books or otherwise provided thereforcapital stock, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged (w) any granting by Buyer or subjected to any lien, charge or other encumbrance any of its assets, tangible Subsidiaries to any director or intangible; (v) Sold officer of Buyer or transferred its Subsidiaries of any of its assets or cancelled any debts or claims or waived any rightsincrease in compensation, except in the ordinary course of business and which would not consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent financial statements included in the Buyer SEC Reports, (x) any granting by Buyer or any of its Subsidiaries to any director or officer of any stock options, except as was required under employment agreements in effect as of the date of the most recent financial statements included in the Buyer SEC Reports, (y) any granting by Buyer or any of its Subsidiaries to any officer of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements, plans or arrangements in effect as of the date of the most recent financial statements included in the Buyer SEC Reports or (z) any entry by Buyer or any of its Subsidiaries into any employment, severance or termination agreement with any officer, (v) any change in accounting methods, principles or practices having a material adverse effect on Buyer, except insofar as may have been required by a Material Adverse Effect; change in GAAP, (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases tax election that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Buyer Material Adverse Effect, or (vii) any settlement of pending or threatened litigation involving Buyer or any of its Subsidiaries (whether brought by a private party or a Governmental Entity) other than any settlement which is not reasonably likely to have a Buyer Material Adverse Effect.

Absence of Certain Changes or Events. The Company From the date of Seller’s most recent balance sheet filed with the Securities and Exchange Commission on or prior to the date of this Asset Purchase Agreement to the Closing Date: (a) there has not, since not been any material adverse change in the Balance Sheet Datecondition of the Purchased Assets, except as described on Schedule 4.23:set forth in Section 4.12(a) of the Seller Disclosure Schedule; (b) Seller has not amended or changed, or proposed to amend or change, its Charter Documents in a manner that would reasonably be expected to delay the consummation of the transactions contemplated by this Asset Purchase Agreement; (c) Seller has not (i) Incurred any material obligation increased or liability (absolute, accrued, contingent modified the compensation or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages benefits payable or to become payable by it Seller to any directorcurrent or former directors, officeremployees, employee consultants or agentcontractors engaged in the operation of the Facility in any material respect, (ii) increased or modified any Benefit Plan made to, for or with any current or former directors, employees, consultants or contractors engaged in the operation of the Facility, or by means (iii) entered into any employment, severance or termination agreement regarding any of the Transferred Employees; (d) Seller has not sold, leased, transferred or assigned any Purchased Assets, except for (i) the sale of Inventory other than Equipment Part Inventory and Operational Inventory, (ii) the sale of obsolete Equipment, in each case in the Ordinary Course of the Business, and (iii) except as set forth in Section 4.12(d) of the Seller Disclosure Schedule; (e) Seller has not removed or disposed of any bonus Equipment, except as set forth in Section 4.12(e) of the Seller Disclosure Schedule; (f) Seller has not mortgaged, pledged or pension plansubjected to Liens any Purchased Assets, contract except for Liens arising under lease financing arrangements existing as of the date of Seller’s most recent balance sheet filed with the Securities and Exchange Commission on or other commitment increased prior to the compensation date of this Asset Purchase Agreement, Permitted Liens and Liens set forth in Section 4.12(f) of the Seller Disclosure Schedule; (g) Seller has not entered into, amended, modified, canceled or waived any directorrights under, officerany Material Contract and no Material Contract has been terminated or cancelled, employee except for in the Ordinary Course of the Business or agentas set forth in Section 4.12(g) of the Seller Disclosure Schedule; (h) there has not been any material labor dispute, other than regularly scheduled increases that are consistent with past practicesindividual grievances, or to the Knowledge of Seller, any activity or proceeding by a labor union or representative thereof to organize any Facility Employee; (viiii) Authorized Seller has not agreed, or entered into any capital expenditure for real estate arrangement, to take any action which, if taken prior to the date hereof, would have made any representation or leasehold improvements, machinery, equipment warranty set forth in this Article IV as qualified by the Seller Disclosure Schedule materially untrue or molds in excess incorrect as of $10,000.00 in the aggregatedate when made; (ixj) Except for this Agreement, entered into there has not been any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (with respect to the Purchased Assets, whether or not covered by insurance; and (k) that would individually Seller has not agreed, whether in writing or in otherwise, to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company (a) Except as set forth on Schedule 6.13(a) of the Seller Disclosure Schedule, since December 31, 2006, there has not been a Seller Material Adverse Effect. (b) Except as set forth in Schedule 6.13(b) of the Seller Disclosure Schedule or as otherwise expressly contemplated by this Agreement or the Related Agreements, since December 31, 2006 to the date of this Agreement, the Seller has conducted the Evamist Business in the Ordinary Course of Business, and the Seller has not, since with respect to the Balance Sheet Date, except as described on Schedule 4.23Evamist Business or any of the Purchased Assets: (i) Incurred subjected any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in of the ordinary course, and Purchased Assets to any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceEncumbrances; (ii) Discharged sold, transferred, leased, subleased, licensed or satisfied otherwise disposed of, to any lien third party, any Purchased Assets or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on assets necessary for the Balance Sheet, and (b) liabilities incurred since conduct of the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse EffectEvamist Business; (iii) Increased sold, licensed or established any reserve or accrual for taxes or other liability on its books sublicensed or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required transferred any rights to any third party under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingany Purchased Assets; (iv) Mortgagedentered into any Assumed Contract or accelerated, pledged cancelled, modified or subjected to terminated any lienmaterial Assumed Contract, charge or other encumbrance any than in the Ordinary Course of its assets, tangible or intangibleBusiness; (v) Sold surrendered, revoked or transferred otherwise terminated any of its assets or cancelled any debts or claims or waived any rightsEvamist Governmental Permits, except in the ordinary course of business and which would not have a Material Adverse Effectconnection with any renewal or reissuance thereof; (vi) Disposed incurred Assumed Liabilities, other than in the Ordinary Course of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessBusiness; (vii) Incurred waived, released or assigned any significant labor trouble rights, which rights, but for such waiver, release or granted any general or uniform increase in salary or wages payable or to become payable by it to any directorassignment, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentwould have been classified as Purchased Assets, other than regularly scheduled increases that are consistent with past practicesin the Ordinary Course of Business; (viii) Authorized experienced any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or casualty loss (whether or not covered by insurance) that would individually with respect to any Purchased Asset other than as a result of ordinary wear and tear, where applicable; (ix) delayed or postponed the payment of any Assumed Liability outside the Ordinary Course of Business; (x) with respect to the Purchased Assets or the Evamist Business, made any election or change to any election in respect to Taxes, adopted or changed any accounting method in respect to Taxes, entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settled or compromised on any claim, notice, audit report or assessment in respect of Taxes, consented to any extension or waiver of the aggregate have limitation period applicable to any claim or assessment in respect of Taxes, changed any annual Tax accounting period, filed any amended Tax Return, or surrendered any right to claim a Material Adverse Effect Tax refund; or (xi) agreed, whether in writing or experienced otherwise, to do any other material adverse change or changes individually or in of the aggregate that would have a Material Adverse Effectforegoing, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. The Company has notExcept as disclosed on Section 3.9 of the Caldera Disclosure Letter, since the Caldera Financial Statements Balance Sheet Date, except as described on Schedule 4.23Date there has not occurred: (ia) Incurred any material obligation change or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not event which could reasonably be expected to have a Material Adverse EffectEffect on Caldera; provided, except for claims, if anyhowever, that are adequately in no event will a change in the trading price of Caldera Common Stock be deemed a Material Adverse Effect on Caldera; (b) any amendments or changes in the Certificate of Incorporation or Bylaws (or equivalent governing documents in each relevant jurisdiction) of any member of the Caldera Group; (c) any damage, destruction to or loss of Caldera assets not covered by insurance, which would have a Material Adverse Effect on Caldera; (iid) Discharged any redemption, repurchase or satisfied other acquisition of shares of any lien or encumbrance, or paid or satisfied any obligations or liability member of the Caldera Group (absolute, accrued, contingent or otherwise) other than (a) liabilities shown pursuant to arrangements with terminated employees or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date consultants in the ordinary course of business that would not have a Material Adverse Effectbusiness, consistent with past practice), or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the capital stock of any member of the Caldera Group or, with respect to dividends or other distributions of cash or property arising from the Caldera Business; (iiie) Increased any material increase in or established any reserve modification of the compensation or accrual for taxes benefits payable or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed become payable by Caldera to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsCaldera employees, except in the ordinary course of business the business, consistent with past practice and which would not have a Material Adverse Effectexcept as necessary to respond to third party solicitation of Caldera employees; (vif) Disposed other than as required by applicable statute or governmental regulation, any material increase in or modification of any Caldera Group Benefit Arrangement (including, but not limited to, the granting of stock options, the acceleration of the vesting schedule in effect for any outstanding stock options, restricted stock awards or permitted stock appreciation rights) that will become binding upon Newco upon consummation of the transactions contemplated herein, for or with respect to lapse any patents of the Caldera Employees, other than (i) in the ordinary course of the business, consistent with past practice, or trademarks to respond to third party solicitation of Caldera Employees, and (ii) if occurring after the date hereof, which is authorized pursuant to Section 5.3 below; (g) any sale of a material amount of the Caldera Assets, or any patent acquisition by any member of the Caldera Group of a material amount of assets, other than in the ordinary course of the business, consistent with past practice; (h) any alteration in any term of any outstanding capital stock or trademark applications material rights to acquire capital stock of any member of the operation Caldera Group, including, but not limited to, acceleration of the vesting or any change in the terms of any outstanding stock options; (i) other than in the ordinary course of business, consistent with past practice, (A) any incurrence, assumption or guarantee by any member of the Caldera Group of any debt of any person, other than any member of the Caldera Group, for borrowed money in an amount exceeding $250,000 in the aggregate; (B) issuance or sale by any member of the Caldera Group of any securities convertible into or exchangeable for its respective debt securities; or (C) issuance or sale of options or other rights to acquire from the Caldera Group, directly or indirectly, debt securities of any member of the Caldera Group, or any securities convertible into or exchangeable for any such debt securities; (j) any creation or assumption by any member of the Caldera Group of any Encumbrance (other than Caldera Permitted Encumbrances) on any Caldera Asset in excess of $250,000 individually or in the aggregate, other than to refinance a liability reflected in the Caldera Financial Statements in the ordinary course of business; (viik) Incurred any significant labor trouble or granted making by any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means member of the Caldera Group of any bonus loan, advance or pension plancapital contribution to or investment in any person other than to refinance a liability reflected in the Caldera Financial Statements and other than (i) loans, contract advances or capital contributions made in the ordinary course of the business, and (ii) other commitment increased loans and advances, where the compensation aggregate amount of all such items outstanding at any time does not exceed $250,000; (l) any amendment of, relinquishment, termination or non-renewal by Caldera of any director, officer, employee or agentof the Caldera Contracts, other than regularly scheduled increases that are in the ordinary course of business consistent with past practicespractice; (viiim) Authorized any capital expenditure for real estate transfer or leasehold improvementsgrant of a right under the Caldera IP Rights, machinery, equipment other than those transferred or molds in excess of $10,000.00 granted in the aggregateordinary course of business, consistent with past practice; (ixn) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bondslabor dispute with, or charge of unfair labor practice by, any member of the Caldera Group (other corporate securitiesthan routine individual grievances), any activity or proceeding by a labor union or representative thereof to organize any Caldera employees or, to Caldera's Knowledge, any campaign being conducted to solicit authorization from Caldera employees to be represented by such labor union, where such dispute, practice, activity, proceeding, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that campaign would individually or in the aggregate have a Material Adverse Effect or experienced on Caldera; (o) any other material adverse change or changes individually or to accounting methods; or (p) any agreement by any member of the Caldera Group to take any of the actions described in the aggregate that would have a Material Adverse Effectpreceding clauses (a) through (o) (other than the transactions contemplated by this Agreement or the Ancillary Agreements).

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23date of the financial statements included in the most recent SEC Report: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheetbalance sheet of the most recent SEC Report, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefortherefore, except (a) as disclosed on the Balance Sheetbalance sheet of the most recent SEC Report, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date date of the balance sheet of the most recent SEC Report and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has not(a) Except as (i) set forth in Section 4.9(a) of the ASC Disclosure Letter, (ii) disclosed in the ASC SEC Reports filed with the SEC since July 30, 2000 and which have been filed and are publicly available prior to the date of this Agreement (the "ASC Filed SEC Reports") or (iii) permitted pursuant to Section 5.2, since July 30, 2000, (A) ASC, Merger Sub and the Balance Sheet DateASC Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice, except as described (B) there has not been any Material Adverse Effect on Schedule 4.23ASC and (C) there has not been: (i) Incurred any material obligation damage, destruction or liability (absoluteother casualty loss with respect to any asset or property owned, accruedleased or otherwise used by it or any ASC Subsidiaries, contingent whether or otherwise) except for obligations not covered by insurance, which damage, destruction or liabilities incurred loss, individually or in the ordinary courseaggregate, and any such obligation has resulted or liability incurred could reasonably be expected to result in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceEffect on ASC; (ii) Discharged any material change by ASC in its or satisfied any lien ASC Subsidiary's accounting methods, principles or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date practices except as a result of changes in the ordinary course of business that would not have a Material Adverse EffectGAAP; (iii) Increased any declaration, setting aside or established payment of any reserve dividend or accrual for taxes distribution in respect of ASC Shares or any redemption, purchase or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingacquisition of any of ASC's securities; (iv) Mortgagedany increase in the compensation or benefits or establishment of any bonus, pledged insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, the granting of stock options, stock appreciation rights, performance awards or subjected restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any lien, charge executive officers of ASC or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, ASC Subsidiary except in the ordinary course of business consistent with past practice or except as required by applicable Law; (A) any incurrence or assumption by ASC or any ASC Subsidiary of any indebtedness for borrowed money or (B) any guarantee, endorsement or other incurrence or assumption of material liability (whether directly, contingently or otherwise) by ASC or any ASC Subsidiary for the obligations of any other person (other than any wholly-owned ASC Subsidiary), other than in the ordinary course of business consistent with past practice and which would individually not have a Material Adverse Effectin excess of $250,000; (vi) Disposed of any creation or permitted to lapse any patents or trademarks assumption by ASC or any patent ASC Subsidiary of any Lien on any material asset of ASC or trademark applications material to any ASC Subsidiary, other than in the operation ordinary course of its business, consistent with past practice; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means making of any bonus loan, advance or pension plan, contract capital contribution to or investment in any person by ASC or any ASC Subsidiary (other commitment increased the compensation of any director, officer, employee than to ASC or agentan ASC Subsidiary), other than regularly scheduled increases that are in the ordinary course of business, consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds practice and individually not in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock250,000; or (xiA) Experienced damageany contract or agreement entered into by ASC or any ASC Subsidiary relating to any material acquisition or disposition of any assets or business or (B) any modification, destruction amendment, assignment or termination of or relinquishment by ASC or any ASC Subsidiary of any rights under any Contract (including any insurance policy naming it as a beneficiary or a loss (whether or not covered by insurancepayable payee) that would has resulted or could reasonably be expected to result in, individually or in the aggregate have aggregate, a Material Adverse Effect on ASC other than transactions, commitments, contracts or experienced any other material adverse change or changes individually or agreements in the aggregate that would have a Material Adverse Effectordinary course of business consistent with past practice or those contemplated by this Agreement.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in Section 5.10 of the Seller Disclosure Letter, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred date of the most recent audited financial statements included in the ordinary courseSeller Reports, Seller and any such obligation or liability incurred the Seller Subsidiaries have conducted their business only in the ordinary course would consistent with prior practice and there has not been (a) any change or changes which, individually or in the aggregate, had or could be reasonably expected to have a Seller Material Adverse Effect, except for claimsnor has there been any occurrence or circumstance that, if anywith the passage of time, that are adequately covered by insurance; (ii) Discharged could, individually or satisfied any lien or encumbrancein the aggregate, or paid or satisfied any obligations or liability (absolutereasonably be expected to result in a Seller Material Adverse Effect, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided thereforauthorization, except (a) as disclosed on the Balance Sheetdeclaration, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Seller Common Shares, or other equity interests in a Seller Subsidiary (other than a wholly-owned subsidiary), (c) any distribution split, combination or reclassification of the Seller Common Shares or any issuance or any redemption or other acquisition by the Seller or any Seller Subsidiary of any equity securities or the authorization of any issuance or any redemption or other acquisition by the Seller or any Seller Subsidiary of any equity securities of any other securities in respect of, in lieu of its or in substitution for, or giving the right to acquire by exchange or exercise, shares of capital stock; or stock of Seller or any issuance of an ownership interest in, any Seller Subsidiary, (xid) Experienced any damage, destruction or loss (loss, whether or not covered by insurance) that would , that, individually or in the aggregate aggregate, has had or would reasonably be expected to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Seller Material Adverse Effect, (e) any change in accounting methods, principles or practices by Seller or any Seller Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP, or (f) any amendment of any written employment, consulting, severance, retention, indemnification or any other agreement or arrangement between Seller or any Seller Subsidiary and any officer or director of Seller or any Seller Subsidiary.

Absence of Certain Changes or Events. The Since June 30, 2000 (the ------------------------------------ "Reference Balance Sheet Date"), the business of the Company has notbeen conducted by Company, Indirect Parent and Parent in the ordinary course and consistent with past practice. As amplification and not limitation of the foregoing, since the Reference Balance Sheet Date, except as described on Schedule 4.23the Company has not: (i) Incurred knowingly permitted or allowed any material obligation of the assets or liability properties (absolutewhether tangible or intangible) of the Company to be subjected to any security interest, accruedpledge, contingent or otherwise) except for obligations or liabilities incurred in the ordinary coursemortgage, lien (including, without limitation, environmental and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effecttax liens), except for claimscharge, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, adverse claim, preferential arrangement or paid restriction of any kind, including, without limitation, any restriction on the use, voting, transfer, receipt of income or satisfied other exercise of any obligations or liability attributes of ownership (absolute"Encumbrance"), accrued, contingent or otherwise) other than such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) liabilities shown liens for taxes, assessments and governmental charges or reflected on levies not yet due and payable which are not in excess of $50,000 in the Balance Sheet, and aggregate; (b) liabilities incurred since the Balance Sheet Date Encumbrances imposed by law, such as mechanics', carriers', workmen's and repairmen's liens and other similar liens arising in the ordinary course of business securing obligations that would (i) are not overdue for a period of more than 30 days and (ii) are not in excess of $10,000 in the aggregate at any time; (c) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; and (d) minor survey exceptions, reciprocal easement agreements and other customary encumbrances on title to real property or assets that (i) were not incurred in connection with any Indebtedness, (ii) do not render title to the property encumbered thereby unmarketable, (iii) do not, individually or in the aggregate, materially adversely affect the value or use of such property for its current and anticipated purposes and (iv) Encumbrances that could not reasonably be expected to have a Material Adverse EffectEffect ("Permitted Encumbrances") and Encumbrances that will be released at or prior to the Closing; (ii) made any loan to, guaranteed any indebtedness for borrowed money of or otherwise incurred any indebtedness for borrowed money on behalf of any Person other than payroll, travel guaranties and other advances made in the ordinary course of business; (iii) Increased or established failed to pay any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, creditor any material amount owed to such creditor when due except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since be in accordance with the Balance Sheet Date and as disclosed to the Purchaser in writingordinary course of business consistent with past practice; (iv) Mortgaged, pledged made any capital expenditure or subjected to commitment of any lien, charge capital expenditure in excess of $25,000 individually or other encumbrance any of its assets, tangible or intangible$100,000 in the aggregate; (v) Sold issued any sales orders or transferred otherwise entered into an agreement that requires the Company to make any purchases involving payments by the Company in excess of its assets $25,000 individually or cancelled $100,000 in the aggregate; (vi) sold, transferred, leased, subleased, licensed or otherwise disposed of any debts or claims or waived any rightsIntellectual Property, except other than the sale of Inventories in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessconsistent with past practice; (vii) Incurred issued or sold any significant labor trouble capital stock, notes, bonds or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agentother securities, or by means of any bonus or pension planoption, contract warrant or other commitment increased right to acquire the compensation of same, of, or any directorother interest in, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesthe Company; (viii) Authorized entered into any capital expenditure for real estate agreement, arrangement or leasehold improvementstransaction with any of its directors, machineryofficers, equipment employees or molds in excess shareholders (or with any relative, beneficiary, spouse or Affiliate of $10,000.00 in the aggregatesuch Person); (ixA) Except for this Agreementgranted any increase, entered into or announced any material transactionincrease, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable by the Company to any of its employees, consultants or directors or (B) established or increased or promised to increase any benefits under any Indirect Parent or Parent employee benefit or option plans, in either case except as required by law or any collective bargaining agreement or involving ordinary increases in the ordinary course of business consistent with the past practices of the Company; (x) Issued amended, terminated, cancelled or compromised any stocks, bondsmaterial claims of the Company or waived any other rights of substantial value to the Company or settled any material litigation; (xi) amended or modified in any material respect, or consented to the termination of, any Material Contract (as defined below) or the Company's rights thereunder; (xii) amended or restated the certificate of incorporation or the bylaws (or other corporate securities, or organizational documents) of the Company; (xiii) made any declaration express or payment deemed election (other than as set forth on the Company's tax returns) or settled or compromised any material liability, with respect to Taxes (as defined in Section 8.1) of the Company; (xiv) suffered any dividend or any distribution in respect of its capital stockMaterial Adverse Effect; or (xixv) Experienced damageagreed, destruction whether in writing or loss (whether otherwise, to take any of the actions specified in this Section 2.8 or not covered by insurance) that would individually granted any options to purchase, rights of first refusal, rights of first offer or in the aggregate have a Material Adverse Effect or experienced any other material adverse change similar rights or changes individually or commitments with respect to any of the actions specified in the aggregate that would have a Material Adverse Effectthis Section 2.8, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. The Company Since December 31, 1998: (a) there has not been any condition, event or occurrence which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on RISCORP or give rise to a Material Adverse Effect on RISCORP; (b) RISCORP has not changed its accounting principles or methods in any material respect except insofar as may be required by a change in GAAP; (c) there has been no condition, event or occurrence which could reasonably be expected to prevent, materially hinder or materially delay the ability of RISCORP to consummate the Merger or the transactions contemplated by this Agreement; (d) there has not been any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the capital stock of RISCORP or any RISCORP Subsidiary other than dividends paid to RISCORP or a member of the consolidated group of RISCORP; (e) RISCORP has not terminated or accelerated the provisions of any contract or agreement for the provision of professional services; and (f) RISCORP and RISCORP Subsidiaries have not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred increased the compensation or fringe benefits of any material obligation present or liability former director, officer or employee of RISCORP or any RISCORP Subsidiary (absolute, accrued, contingent or otherwise) except for obligations increases in salary or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date wages of employees in the ordinary course of business that would not have a Material Adverse Effectconsistent with past practice); (ii) granted any severance or termination pay to any present or former director, officer or employee of RISCORP or any RISCORP Subsidiary; (iii) Increased loaned or established any reserve or accrual for taxes advanced money or other liability on its books property by RISCORP or otherwise provided thereforany RISCORP Subsidiary to any of their present or former directors, except (a) as disclosed on the Balance Sheet, officers or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing;employees; or (iv) Mortgagedexcept as contemplated in Section 5.2(c)(xiv), pledged or subjected to any lienestablished, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreementadopted, entered into into, amended or terminated any material transaction; RISCORP Employee Plan (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stockas hereinafter defined); or (xig) Experienced damageexcept as contemplated in Section 5.2(c)(xiv), destruction RISCORP has not amended, terminated, modified or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced accelerated any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.contract with The Phoenix Management Company, Ltd.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in connection with the ordinary courseperformance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 5,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectaffecting its financial condition, assets, liabilities or business.

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule 2.15, since April 30, 2004, the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in Sellers have operated the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date Business in the ordinary course of business that would and have not entered into any transaction which is not in the usual and ordinary course of business. Without limiting the generality of the foregoing, the Sellers have a Material Adverse Effect;not, with respect to the Assets or the Business: (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible the Assets or intangiblethe Business; (vb) Sold or purchased, assigned or transferred any of its assets Intellectual Property or cancelled any debts other Assets outside the ordinary course of its Business except for excess and obsolete Inventory or claims equipment sold as scrap to parties other than customers and competitors of the Business; (c) Made any amendment to or terminated any Contract or Lease or taken any action or omitted to take any action which would cause the breach or permit the termination of any Contract or Lease prior to expiry; (d) Suffered any casualty losses or condemnation proceedings, whether insured or uninsured, and whether or not in the control of the Sellers, or waived any rights, except rights of any value unless such loss or waiver is reflected in the Financial Statements; (e) Authorized or issued recall notices for any of its products relating to the Business or initiated any safety investigations relating to the Business; (f) Except for normal salary and benefits adjustments for Employees in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to business, increased the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages compensation payable or to become payable by it Sellers to any directorof the Employees, officeraltered the terms, employee or agentstatus, or by means funding condition of any bonus Employee Benefit Plan, or increased any bonus, insurance, pension or other employee benefit plan, contract payment or other commitment increased the compensation of arrangement made by Sellers, for or with any directorsuch Employees, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesentered into any new collective bargaining agreement; (viiig) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered Entered into any material transaction; (x) Issued any stocks, bondsjoint venture or partnership agreement, or any other corporate securities, or made any declaration or payment similar agreement for the conduct of any dividend or any distribution in respect of its capital stockthe Business; or (xih) Experienced damageFailed to use commercially reasonable efforts to (i) keep in service the officers and key employees of the Business, destruction or loss (whether or not covered by insuranceii) that would individually or in preserve the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in goodwill of its customers, suppliers and others having business relations with it as to the aggregate that would have a Material Adverse EffectBusiness.

Absence of Certain Changes or Events. The Company (a) Since the Balance Sheet Date, except as disclosed on Schedule 4.11(a), there has notnot been any condition, event or occurrence that, individually or in the aggregate, has resulted in a Material Adverse Effect. (b) Except as disclosed on Schedule 4.11(b) and except for the transactions contemplated by this Agreement, since the Balance Sheet Date, except as described on Schedule 4.23the Acquired Companies have not: (i) Incurred created, incurred, assumed or guaranteed any material obligation Indebtedness or liability (absolute, accrued, contingent or otherwise) except for obligations or become subject to any liabilities incurred of a type required to be disclosed on a balance sheet prepared in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effectaccordance with GAAP, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities Indebtedness incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectunder the Company's existing credit facilities and other liabilities incurred in the ordinary course of business; (ii) subjected any of its assets to any lien or encumbrance except Permitted Liens outside the ordinary course of business; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed with respect to the Purchaser business of the Acquired Companies taken as a whole, conducted business in writingany material respects outside the ordinary course of business; (iv) Mortgagedsold, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold assigned or transferred any amount of its assets or cancelled any debts or claims or waived any rightsexcept for (x) accounts receivable sold pursuant to the Receivables Facility, except (y) the sale in the ordinary course of business of inventory, and which would (z) the sale in the ordinary course of business of equipment or other personal property no longer necessary for the business; (v) suffered any extraordinary losses not have covered by insurance material to the Acquired Companies, taken as a Material Adverse Effectwhole, or forgiven or canceled any claims material to the Acquired Companies, taken as a whole; (vi) Disposed of increased the compensation, bonuses, or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages benefits payable or to become payable by it the Acquired Companies to any directorof their directors, officerofficers or employees, except for increases in the ordinary course of business or as required under any existing employment agreements or established any new employee benefit plans; (vii) suffered any work stoppage or agent, or by means labor dispute material to any of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesAcquired Companies' distribution centers; (viii) Authorized declared or paid any dividends or made any distributions with respect to the shares of capital expenditure for real estate stock of the Company and no such shares have been redeemed or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in repurchased by the aggregateCompany; (ix) Except for this Agreement, entered into changed in any material transactionrespects any of the accounting principles followed by them or the methods of applying such principles, unless such change was required by a change in GAAP; (x) Issued any stocksother than in the ordinary course of business, bondsfailed to (i) replace or replenish inventory as such inventory may have been depleted from time to time, (ii) collect accounts receivable, (iii) pay accounts payable, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of (iv) otherwise manage its working capital stockaccounts consistent with past practice; or (xi) Experienced damage, destruction entered into any agreement or loss (whether or not covered by insurance) that would individually or in commitment to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except Except for obligations or liabilities incurred in connection with this Agreement or the ordinary coursetransactions contemplated hereby, since December 31, 1997, Acquiror and any such obligation or liability incurred its subsidiaries have conducted their business only in the ordinary course would or as disclosed in any Acquiror Filed SEC Document, and there has not have a Material Adverse Effectbeen (1) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Acquiror's capital stock, other than regular quarterly cash dividends on the Acquiror Common Stock, (2) any split, combination or reclassification of any of Acquiror's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Acquiror's capital stock, except for claimsissuances of Acquiror Common Stock upon the exercise of Acquiror Employee Stock Options awarded prior to September 30, if any1998 in accordance with their present terms or issued pursuant to Section 4.1(b) or in accordance with the terms of the Acquiror Stock Plans, that are adequately covered (3) (A) any granting by insurance; (ii) Discharged Acquiror or satisfied any lien of its subsidiaries to any current or encumbranceformer director, executive officer or paid other key employee of Acquiror or satisfied its subsidiaries of any obligations increase in compensation, bonus or liability (absoluteother benefits, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date except for normal increases in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been was required under generally accepted accounting principles due to income earned or expense accrued since any employment agreements in effect as of the Balance Sheet Date date of the most recent audited financial statements included in the Acquiror SEC Documents filed and as disclosed publicly available prior to the Purchaser in writing; date of this Agreement (ivas amended to the date of this Agreement, the "Acquiror Filed SEC Documents"), (B) Mortgaged, pledged any granting by Acquiror or subjected to any lien, charge or other encumbrance any of its assetssubsidiaries to any such current or former director, tangible executive officer or intangible; (v) Sold key employee of any increase in severance or transferred any of its assets or cancelled any debts or claims or waived any rightstermination pay, except in the ordinary course of business and which would not have a Material Adverse Effect; or pursuant to the Acquiror Stock Plans, or (viC) Disposed of or permitted to lapse any patents or trademarks entry by Acquiror or any patent or trademark applications material to the operation of its business; (vii) Incurred subsidiaries into, or any significant labor trouble amendment of, any employment, deferred compensation, consulting, severance, termination or granted indemnification agreement with any general such current or uniform increase in salary or wages payable or to become payable by it to any former director, officer, employee executive officer or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentkey employee, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; ordinary course of business, (ix4) Except for this Agreementexcept insofar as may have been disclosed in the Acquiror Filed SEC Documents or required by a change in generally accepted accounting principles, entered into any material transaction; change in accounting methods, principles or practices by Acquiror materially affecting its assets, liabilities or business or (x5) Issued except insofar as may have been disclosed in the Acquiror Filed SEC Documents, any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) tax election that would individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or experienced any other material adverse change effect on Acquiror or changes individually any of its tax attributes or in the aggregate that would have a Material Adverse Effectany settlement or compromise of any material income tax liability.

Absence of Certain Changes or Events. The Company has not, since Since the Balance Sheet Datedate of the 1998 Financial Statements, except as described on Schedule 4.23set forth in Section 3.1(i) of the Seller Schedule, neither Seller nor any Subsidiary, with respect to the Analytical Instruments Business, has: (iA) Incurred incurred any material obligation liability for or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in respect of borrowed money in excess of $1 million in the ordinary courseaggregate, except current liabilities incurred, and any such obligation or liability incurred liabilities under Contracts entered into, in the ordinary course would not have Ordinary Course of Business, or Indebtedness which is an Excluded Liability or Indebtedness for which a Material Adverse Effect, except for claims, if any, that are adequately covered by insurancepost-Closing adjustment will be made pursuant to Section 2.6; (iiB) Discharged purchased any shares of capital stock or satisfied other equity securities of any lien party unaffiliated with Seller that would be set forth, summarized or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date described in the ordinary course of business that would not have a Material Adverse EffectAssets (and no Transferred Subsidiary has purchased any such shares or securities); (iiiC) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedmortgaged, pledged or subjected to any lienmaterial claim any material portion of the Assets or any material portion of the assets of any Transferred Subsidiary, charge other than Permitted Encumbrances; (D) acquired or sold, assigned, transferred or otherwise disposed of a material amount of Assets or any material amount of the assets of any Transferred Subsidiary, except in each case in the Ordinary Course of Business; (E) sold, assigned, licensed, sublicensed or transferred any material Intellectual Property included in the Assets (provided that all Intellectual Property set forth, summarized and/or described in Section 1.2(a) of the Seller Schedule shall be automatically deemed material for purposes of this paragraph (E)) or any material Intellectual Property of any Transferred Subsidiary, except for licenses of Intellectual Property in the Ordinary Course of Business in conjunction with product sales; (F) made any single capital expenditure or commitment therefor other encumbrance than as provided in the 1999 Budget previously provided to Buyer; (G) made any change in compensation of any member of senior management (or employee of similar stature) except for increases which are in the Ordinary Course of Business; (H) materially changed its credit policy as to sale of inventories or collection of receivables; (I) entered into any joint venture, partnership or similar arrangement; (J) materially amended, modified or terminated any material contract, understanding, commitment or agreement other than in the Ordinary Course of Business, except for any such item that terminated in accordance with its terms; (K) authorized or issued any recall notice for any of its assetsproducts which has had or would reasonably be expected to have, tangible individually or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have aggregate, a Material Seller Representation Adverse Effect; (viL) Disposed received notice of or permitted to lapse any patents or trademarks warranty claim (other than in the Ordinary Course of Business) or any patent products liability claim which has had or trademark applications material which would reasonably be expected to have, individually or in the operation of its businessaggregate, a Seller Representation Adverse Effect; (viiM) Incurred any significant labor trouble changed its accounting methods, principles or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentpractices, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stockas required by U.S. GAAP; or (xiN) Experienced damage, destruction or loss agreed to do any of the things listed in clauses (whether or not covered by insuranceA) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthrough (M) of this Section 3.1(i).

Absence of Certain Changes or Events. The Company has notExcept as disclosed in Section 5.9 of the MDI Disclosure Letter, since the Balance Sheet date of the most recent audited financial statements included in MDI Reports (the "MDI Financial Statement Date"), except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in MDI and the ordinary course, and any such obligation or liability incurred MDI Subsidiaries have conducted their business only in the ordinary course would and there has not have been (a) any change which has had a MDI Material Adverse Effect, except for claimsnor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in a MDI Material Adverse Effect, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would except for regular quarterly distributions not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 .22 per share of MDI Common Stock, respectively (or, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT status), in the aggregate; (ix) Except for this Agreementeach case with customary record and payment dates, entered into any material transaction; (x) Issued any stocksauthorization, bondsdeclaration, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the MDI Common Stock, (c) any distribution split, combination or reclassification of the MDI Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of its or in substitution for, or giving the right to acquire by exchange or exercise, shares of capital stock; or stock of MDI or partnership interests in MAB or any issuance of an ownership interest in, any MDI Subsidiary, (xid) Experienced any damage, destruction or loss (loss, whether or not covered by insurance) , that would individually has or in the aggregate might reasonably be expected to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a MDI Material Adverse Effect, (e) any change in accounting methods, principles or practices by MDI or any MDI Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been required by a change in generally accepted accounting principles ("GAAP"), or (f) any amendment of any employment, consulting, severance, retention or any other agreement between MDI or any Second Party Subsidiary and any officer or director of MDI or any MDI Subsidiary.

Absence of Certain Changes or Events. The Company has notExcept as may be set forth in Section 3.08 of the Seller Disclosure Schedule since December 31, since the Balance Sheet Date, except as described on Schedule 4.232000: (i) Incurred there has not been any material obligation change, effect, event, occurrence or liability (absolutestate of facts that has had, accruedor could reasonably be expected to have, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceEffect on the Seller; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected the Seller and the Seller Bank have carried on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date their respective businesses only in the ordinary and usual course of business that would not have a Material Adverse Effectconsistent with past practice; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided thereforNeither the Seller nor the Seller Bank has (i) mortgaged, except (a) as disclosed on the Balance Sheetpledged, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge lien or other encumbrance lease any of its assets, tangible or intangible; (v) Sold , or transferred permitted or suffered any of its assets such asset to be subjected to any lien or cancelled any debts or claims or waived any rightslease, except in the ordinary course of business consistent with past practice or (ii) acquired or disposed of any material amount of its assets or properties, or entered into any contract for any such acquisition or disposition, except acquisitions and dispositions in the ordinary course of business consistent with past practice; (iv) Neither the Seller nor the Seller Bank has declared, paid, or set apart any sum or property for any dividend or other distribution or paid or transferred any funds or property to the stockholders of the Seller or, directly or indirectly, redeemed or otherwise acquired any of its capital stock other than dividends declared and paid as disclosed in the Seller SEC Filings and dividends declared and paid by the Seller Bank to the Seller; (v) neither the Seller nor the Seller Bank has increased the wages, salaries, compensation, pensions, or other fringe benefits or perquisites payable to any executive officer, employee or director from the amount thereof in effect as of December 31, 2000 (which would not amounts have a Material Adverse Effectbeen previously disclosed to the Buyer), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay, or paid any bonus other than year-end bonuses for fiscal 2000, which amounts have been previously disclosed to Buyer, as contemplated by Section 3.11(h) or, between the date hereof and the Effective Time, as permitted by Section 5.01(xi) hereof; (vi) Disposed neither the Seller nor the Seller Bank has forgiven or canceled any indebtedness or contractual obligation other than in the ordinary course of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessbusiness consistent with past practice; (vii) Incurred there has not been any significant labor trouble change in any of the accounting methods or granted practices or any general material change in any of the loan policies or uniform increase in salary procedures of the Seller or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, Seller Bank (other than regularly scheduled increases changes required by applicable law or GAAP) or any change in the value at which assets are carried on the consolidated or unconsolidated balance sheets of the Seller other than changes that are consistent with past practices;reflected in their respective profit and loss statements; and (viii) Authorized there has not been any capital expenditure for real estate notice or leasehold improvementsindication of the intention of any person or entity to terminate any agreement with the Seller or the Seller Bank; or any notice or indication from any depositor, machinerycustomer or supplier of the Seller or the Seller Bank of any intention to cease doing business with, equipment or molds change the price in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, respect or other corporate securitiesterms on which business is transacted with or reduce the business transacted with the Seller or the Seller Bank in any material respect, or made other than any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or the foregoing that could not covered by insurance) that would individually or in the aggregate reasonably be expected to have a Material Adverse Effect on Seller. (ix) Seller has no knowledge of any fact or experienced any other material adverse change or changes individually or in the aggregate circumstance relating to it that would have prevent the transactions contemplated by this Agreement from qualifying as a Material Adverse Effectreorganization under Section 368(a) of the Code.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Accounts Date, except as described on Schedule 4.23SCHEDULE 6.1.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary coursecourse of its business or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance SheetAccounts as of the Accounts Date, and (b) liabilities incurred since the Balance Sheet such Accounts Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance SheetAccounts as of the Accounts Date or any subsequent interim financial statement, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Accounts Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 GBP5,000 in the aggregate; (ix) Except for this Agreement, entered into any material transactiontransaction other than in the ordinary course of business; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate affecting its financial condition, assets, liabilities or business, including, without limitation of the foregoing, the loss or (to the Company’s or any Seller’s knowledge) impending loss of any materially important contract or customer. No information has been brought to the attention of the Company or any Seller that might reasonably lead the Company or any Seller to believe that any customer or supplier of the Company intends to cease dealing with the Company, nor has information been brought to the attention of the Company or any Seller that might reasonably lead any of them to believe that any customer or supplier intends to alter in any material respect the amount of such customer’s or supplier’s dealings with the Company or would have a Material Adverse Effectalter in any material respect such dealings in the event of the consummation of the transactions contemplated hereby. Neither the Company nor any Seller has knowledge that any officer or other key employee of the Company is considering the termination of employment.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the EWR SEC Documents or the EWR Disclosure Letter, since the Balance Sheet date of the most recent audited financial statements included in EWR SEC Documents (the "EWR Financial Statement Date"), except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, EWR and any such obligation or liability incurred its Subsidiaries have conducted their business only in the ordinary course would (taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than been (a) liabilities shown any material adverse change in the business, financial condition or reflected on results of operations of EWR and its Subsidiaries taken as a whole (a "EWR Material Adverse Change"), nor has there been any occurrence or circumstance that with the Balance Sheetpassage of time would reasonably be expected to result in a EWR Material Adverse Change, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would except for regular quarterly distributions not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 0.41 per EWR Common Share or EWR Partnership Unit, respectively (or as necessary to maintain REIT status), in the aggregate; (ix) Except for this Agreementeach case with customary record and payment dates, entered into any material transaction; (x) Issued any stocksauthorization, bondsdeclaration, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the EWR Common Shares or the EWR OP Units, (c) any distribution split, combination or reclassification of the EWR Common Shares or the EWR OP Units or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of its capital stock; or or in substitution for, or giving the right to acquire by exchange or exercise, shares of stock of EWR or partnership interests in EWR partnerships or any issuance of an ownership interest in, any EWR Subsidiary, (xid) Experienced any damage, destruction or loss (loss, whether or not covered by insurance) , that would individually has or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a EWR Material Adverse Effect, (e) any change in accounting methods, principles or practices by EWR or any EWR Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been disclosed in EWR SEC Documents or required by a change in GAAP, (f) any amendment of any employment, consulting, severance, retention or any other agreement between EWR and any officer or director of EWR or (g) any acquisition or disposition of any real property, or any commitment to do so, made by EWR or any of its Subsidiaries.

Absence of Certain Changes or Events. The Company has notSince December 31, since 2003, the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred Acquired Companies have conducted their respective businesses only in the ordinary course consistent with past practice (except in connection with the transactions contemplated hereby) and have used commercially reasonable efforts to preserve intact the business organization of the Acquired Companies and to maintain satisfactory relationships with the customers, suppliers and employees and others with which the Acquired Companies have business relationships and, without limiting the generality of the foregoing: (a) There have been no changes, effects, events, occurrences or developments which, individually or in the aggregate, have had or would not have reasonably be expected to result in a Material Adverse EffectEffect on the Acquired Companies. (b) None of the Acquired Companies has sold, assigned, transferred or conveyed any Proprietary Right. (c) Except as otherwise contemplated by this Agreement or as required to ensure that any Plan is maintained in compliance with applicable Law or to comply with any Contract or Other Agreement regarding Business Employees or Plan entered into prior to the date hereof (complete and accurate copies of which have been heretofore delivered to Buyer), none of the Acquired Companies has (A) adopted, entered into, terminated or amended any collective bargaining agreement or Plan or any Contract or Other Agreement with respect to any current or former employees of an Acquired Company or any Bank Channel Employee, (B) increased in any manner the compensation, bonus or fringe or other benefits of, or paid any bonus of any kind or amount whatsoever to, any current or former Business Employee, except for claimsany planned salary increases and payment of bonuses, if anyeach as described in Part 2.8(c) of the Seller Disclosure Letter, that are adequately covered by insurance; (iiC) Discharged paid any benefit or satisfied amount not required under any lien Plan or encumbranceContract or Other Agreement as in effect on the date of this Agreement, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date as contemplated in the ordinary course of business that would not have a Material Adverse Effect; foregoing clause (iiiB), (D) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed consistent with past practice, granted or paid any severance or termination pay or increase in any manner the severance or termination pay of any current or permitted to lapse any patents or trademarks former employees of an Acquired Company or any patent or trademark applications material to the operation of its business; Bank Channel Employee, (viiE) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to awards under any directorbonus, officerincentive, employee or agent, or by means of any bonus or pension plan, contract performance or other commitment increased the compensation of any directorPlan, officer, employee Contract or agentOther Agreement or otherwise, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 as contemplated in the aggregate; foregoing clause (ixB), (F) Except for this taken any action to fund or in any other way secure the payment of compensation or benefits under any Plan or Contract or Other Agreement, entered into (G) taken any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration action to accelerate the vesting or payment of any dividend compensation or benefit under any Plan or Contract or Other Agreement or (H) materially changed any actuarial or other assumption used to calculate funding obligations with respect to any Acquired Company Plan or changed the manner in which contributions to any Acquired Company Plan are made or the basis on which such contributions are determined. (d) No Acquired Company has effected any amendment or modification to its Constituent Documents. (e) None of the Acquired Companies has made any material change in its fiscal year, accounting methods or principles used for GAAP or statutory reporting purposes, except for changes which are required by Law, SAP or GAAP of all enterprises in the same business. (f) Except in the ordinary course of business consistent with past practice, no Acquired Company has made any material change, and neither Seller, GAC nor any Acquired Company has permitted any of the Insurance Subsidiaries to make any material change, in its underwriting or claims management practices, pricing practices, reserving practices, reinsurance practices, marketing practices or investment policies or practices or Investment Guidelines, except in each case as required by Law. (g) None of the Acquired Companies has made any new material Tax election or any distribution in respect settlement or compromise of its capital stock; orany material income Tax liability. (xih) Experienced damageNo Acquired Company has revalued any properties or assets, destruction including writing off notes or loss (whether or not covered by insurance) that would individually or accounts receivable, other than in the aggregate ordinary course of the business of the applicable Acquired Company, or as required by applicable Law, SAP or GAAP. (i) The investments of the Acquired Companies have a Material Adverse Effect been maintained, and no sales or experienced any other material adverse change or changes individually or dispositions of investments have been effected, other than in accordance with the Investment Guidelines and in the aggregate ordinary course of business. (j) The Seller has not taken or failed to take any action or permitted any Acquired Company to take or fail to take any action, in each case for the purpose of either (i) shifting statutory income or surplus from the period following June 30, 2004 to the period preceding June 30, 2004 or (ii) increasing statutory income or surplus with the intent of increasing the June Adjusted Statutory Book Value or increasing the Closing Consideration to the detriment of Buyer and Parent; provided, however, that would have Parent and Buyer agree that any action taken by Seller, to the extent necessary to ensure that an independent auditor’s opinion will be unqualified after an issue as to ability to give an unqualified opinion is raised by such auditor, shall not be deemed to be a Material Adverse Effectbreach of this Section 2.8(j). (k) No Acquired Company has launched or introduced any material new product or service.

Absence of Certain Changes or Events. The Since December 31, 2003, (i) no Material Adverse Effect has occurred, (ii) the Company and each Company Subsidiary has notconducted its respective business only in the ordinary and usual course, since consistent with past practice, (iii) there has been no damage, destruction or casualty loss to the Balance Sheet DateRelated Assets or the assets of the Company or any of its Subsidiaries, except as described on Schedule 4.23whether or not covered by insurance and (iv) neither the Seller (with respect to the West Virginia Gas Distribution Business), the Company nor any Subsidiary of the Company has: (ia) Incurred incurred any material liability or obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business and consistent with past practice, or increased, or experienced any change in assumptions underlying or methods of calculating, any bad debt, contingency or other reserves, other than increases or changes that would not have a Material Adverse Effectare immaterial; (iiib) Increased paid, discharged, settled or established satisfied any reserve claim, liability or accrual for taxes obligation other than the payment, discharge or other liability on its books satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or otherwise provided therefor, except (a) as disclosed reserved against on the Balance Sheet, Sheets or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since incurred in the Balance Sheet Date ordinary course of business and as disclosed to the Purchaser in writingconsistent with past practice; (ivc) Mortgaged, pledged permitted or subjected to any lien, charge or other encumbrance allowed any of its assetsproperties (real, personal or mixed, tangible or intangible) or assets to be subject to any Encumbrance, except for Permitted Encumbrances; (vd) Sold or transferred any of its assets or cancelled any debts or waived any claims or waived rights of substantial value; (e) sold, transferred or otherwise disposed of any rightsof its properties (real, personal or mixed, tangible or intangible) or assets, except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (vif) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary the compensation of officers or wages employees of the Company (including any such increases pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any other increases in the compensation payable or to become payable by it to any director, officer, officer or employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, Company other than regularly scheduled increases that are as required by contracts in existence prior to December 31, 2003 or in the ordinary course of business consistent with past practicespractice; (viiig) Authorized (i) changed any capital expenditure financial or material Tax accounting methods, policies or practices except as required by a change in GAAP, (ii) made, revoked, or amended any material Tax election, (iii) filed any material amended Tax Return or claim for real estate refund, (iv) consented to extend the period of limitations for the payment or leasehold improvementsassessment of any material Tax, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ixv) Except for this Agreement, entered into any closing agreement affecting any material transaction;Tax liability or refund, or (vi) settled or compromised any material Tax liability or refund; or (xh) Issued any stocksdeclared, bonds, paid or other corporate securities, or made any declaration or set aside for payment of any dividend or any other distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notExcept as expressly contemplated by this Agreement and the Transaction Documents or as disclosed in the SmarterKids SEC Reports filed prior to the date hereof or as set forth on the SmarterKids Disclosure Schedule, since the date of the SmarterKids Balance Sheet DateSheet, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred SmarterKids has conducted its businesses only in the ordinary course would not have and in a manner consistent with past practice and, since such date, there has been no material adverse change in the financial condition, results of operations, business, assets or properties of SmarterKids (a "SmarterKids Material Adverse Change") or any development or combination of developments of which the management of SmarterKids is aware that, individually or in the aggregate, has had, or is reasonably likely to have, a SmarterKids Material Adverse Effect, except for claimsand since such date, if there has not been any: (a) issuances of any capital stock, that are adequately covered by insuranceother than pursuant to the SmarterKids Stock Plans through the date hereof, or purchases, redemptions or other acquisitions, or agreements to purchase, redeem or otherwise acquire, any shares of capital stock of SmarterKids, or issuances or purchases of any options, warrants or other equity securities, debt securities or evidence of indebtedness of SmarterKids, or declarations or payments of any dividends or any distributions (whether in cash, stock or property or any combination thereof) in respect of SmarterKids' capital stock; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since amendment to the Balance Sheet Date organizational documents of SmarterKids; (c) payment by SmarterKids of any bonuses, salaries or other compensation to any director or executive officer (except for payments of salary, bonuses and other compensation payable for employment services rendered in the ordinary course of business (in which case there has been no increase in such payments)) or entry into any employment, severance or similar contract with any such person; (d) adoption of any Employee Benefit Plan or Benefit Arrangement for or with any employees of SmarterKids or any SmarterKids ERISA Affiliate or any increase in the payment to or benefits under any SmarterKids Plan or other benefit obligations for or with any employees of SmarterKids or any SmarterKids ERISA Affiliate or change in any actuarial or other assumption used to calculate funding obligations with respect to any SmarterKids Employee Benefit Plan or Benefit Arrangements, or any change in the manner in which contributions to any SmarterKids Employee Benefit Plan or Benefit Arrangements are made or the basis on which such contributions are determined; (e) damage to or destruction or loss of any asset or property of SmarterKids, whether or not covered by insurance, that would not have a SmarterKids Material Adverse Effect; (iiif) Increased or established any reserve or accrual for taxes sale, lease or other liability on its books disposition of any material asset or otherwise provided therefor, except property of SmarterKids (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any than sales of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except inventory in the ordinary course of business and which business); (g) accrual of any expenses except for such accruals in the ordinary course of business; (h) cancellation or waiver of any claims or rights by SmarterKids that would not have a SmarterKids Material Adverse Effect; (vii) Disposed assumption, guarantee or endorsement or other agreement to become responsible for the obligations of any other individual, firm or permitted to lapse corporation (other than intercompany obligations) or making of any patents loans or trademarks or advances to, any patent or trademark applications material to employee of SmarterKids, other than in the operation ordinary course of its business; (viij) Incurred any significant labor trouble material change by SmarterKids in its accounting methods, principles or granted any general practices to which Earlychildhood has not previously consented in writing, except insofar as may be appropriate for changes required by applicable law or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesGAAP; (viiik) Authorized revaluation by SmarterKids of any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregateits assets having a SmarterKids Material Adverse Effect; (ixl) Except for this Agreementagreement, entered into whether oral or written, by SmarterKids with respect to or to do any material transactionof the foregoing; (xm) Issued any stocks, bonds, other action or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) event that would have required the consent of Earlychildhood pursuant to Section 5.1 of this Agreement had such action or event occurred after the date of this Agreement and that, individually or in the aggregate aggregate, has had or is reasonably likely to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a SmarterKids Material Adverse Effect.

Absence of Certain Changes or Events. The Company Except as disclosed on Schedule 3.12 attached hereto or except as expressly contemplated or required by this Agreement, since December 31, 1995, (a) with respect to Seller's Annuity Business, Seller has not, since except in the Balance Sheet Dateordinary course of the Annuity Business consistent with past practice, (I) engaged in any material transaction, (II) entered into any material agreement or (III) waived or released any material right or obligation and (b) except as described disclosed on Schedule 4.233.12 attached hereto, there has not been, occurred or arisen in connection with Seller's Annuity Business: (i) Incurred any material obligation work stoppage, strike, labor difficulty or liability union organizational campaign (absolute, accrued, contingent in process or otherwisethreatened) except for obligations at or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceaffecting Seller's Annuity Business; (ii) Discharged any payment, discharge or satisfaction by Seller of any material Lien or liability other than material Liens or liabilities that were paid, discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectand consistent with past practice; (iii) Increased any sale, transfer or established conveyance of any reserve or accrual for taxes investments or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed assets of Seller related to the Purchaser Annuity Business with an individual Book Value in writing; (iv) Mortgaged, pledged excess of $100,000 or subjected to any lien, charge or other encumbrance any an aggregate Book Value in excess of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights$10,000,000, except in the ordinary course of business and which consistent with past practice; (iv) any amendment, termination, waiver, disposal or lapse of, or other failure to preserve, any material license, Permit or other form of authorization of Seller; (v) any amendment of, or any failure by Seller to perform all of its obligations under, or any default under, or any waiver of any right under, or any termination (other than on the stated expiration date) of, any contract that involves or reasonably would not have a Material Adverse Effectinvolve the annual expenditure or receipt by Seller of more than $100,000 except for actions taken with respect to Annuity Contracts in force (including, without limitation, reinsurance thereon) in the ordinary course of business and consistent with past practice; (vi) Disposed any termination, amendment or entering into by Seller as ceding or assuming insurer of any reinsurance, coinsurance or permitted to lapse any patents or trademarks other similar contract or any patent trust agreement or trademark applications material to the operation of its businesssecurity agreement related thereto except as disclosed in Schedule 3.11 attached hereto or contemplated hereby; (vii) Incurred any significant labor trouble Lien created on or granted in any general of the Purchased Assets or uniform increase in salary or wages payable or to become payable assumed by it Seller with respect to any directorof such assets, officer, employee which Lien relates to liabilities individually or agent, or by means in the aggregate exceeding $100,000 (but excluding Liens arising through securities lending in the ordinary course of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesSeller's business); (viii) Authorized any capital expenditure material change in any underwriting, actuarial, investment, financial reporting, marketing or accounting practice or policy followed by Seller related to the Annuity Business, or in any assumption underlying such a practice or policy, or in any method of calculating any bad debt, contingency, or other reserve for real estate financial reporting or leasehold improvementsany other accounting purposes related to the Annuity Business other than as required by GAAP, machinery, equipment SAP or molds in excess of $10,000.00 in the aggregate;applicable Law. (ix) Except for any contract or agreement, written or oral, to take any of the actions set forth in clauses (i) through (viii) of this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectSection 3.12.

Absence of Certain Changes or Events. The Company Purchaser has not, since the Balance Sheet Date, and except as described on Schedule 4.23in the ordinary course of business consistent with past practice: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) ), except for obligations or liabilities incurred in the ordinary coursecourse of its business consistent with past practice or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles GAAP due to income earned or expense expenses accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessBusiness; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 5,000 in the aggregate; (ix) Except for this Agreement or as otherwise disclosed herein or in any schedule to this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have having a Material Adverse Effect on any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have affecting its financial condition, assets, liabilities or Business (a “Material Adverse EffectChange”).

Absence of Certain Changes or Events. The Company Since April 3, 2011, Seller has not, since conducted the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred Business in the ordinary course would consistent with past practice and there has not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance;been: (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date Any change in the ordinary course of business Business, or any event, occurrence or circumstance that would not have reasonably be expected to cause a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due Any event that would reasonably be expected to income earned prevent or expense accrued since materially delay the Balance Sheet Date performance of Seller’s obligations pursuant to this Agreement or the Transaction Documents and as disclosed to the Purchaser in writingconsummation of the Acquisition; (ivc) MortgagedAny change by Seller in its accounting methods, pledged principles or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangiblepractices directly affecting the Business and the Purchased Assets; (vd) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except Except for changes in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed the Business consistent with past practice or otherwise required by applicable Laws or the terms of any Contract or permitted to lapse Benefit Plans, any patents material increase in the compensation or trademarks benefits of Business Employees or the establishment for the benefit of any Business Employee of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, incentive option, stock purchase or other employee benefit plan, or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform other increase in salary or wages the compensation payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesBusiness Employee; (viiie) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced Any damage, destruction or other casualty loss (whether or not covered by insurance), condemnation or other taking affecting the Business other than ordinary course wear and tear; (f) Any incurrence of any Liability relating to the Business, except for current Liabilities incurred in the ordinary course of the Business consistent with past practice; (g) Any transaction with respect to the purchase, acquisition, lease, sale, disposition or transfer of any Purchased Assets or to any material capital expenditure (in each case, other than in the ordinary course of Seller’s Business in accordance with past practice) or creation of any Lien, other than Permitted Exceptions, on any of the Purchased Assets; (h) Permitted or allowed the Purchased Assets to be subjected to any Lien, except for Permitted Exceptions; (i) Cancellation of any debt with respect to the Business or waiver of any claims or rights of substantial value with respect to the Business; (j) Any material modification, termination, waiver or amendment in the terms or provisions of any Assigned Contract or Permit included in the Purchased Assets; (k) Any disposition, transfer or grant to any Person of any of Seller’s rights to any Acquired Proprietary Rights, except for grants of non-exclusive licenses in the ordinary course of business of Seller; (l) Any material personnel changes or employee turnover with respect to Business Employees; (m) Any adverse change in Seller’s relations (in respect of the Business) with its customers, clients and suppliers that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have reasonably be expected to cause a Material Adverse Effect; (n) Any discharge or satisfaction of any Lien affecting any of the Purchased Assets, other than Permitted Exceptions, or payment of any material Liabilities that are Assumed Liabilities, other than in the ordinary course of the Business consistent with past practice, or failure to pay or discharge when due any Liabilities, the failure to pay or discharge of which has caused or will cause any actual damage or risk of loss to Seller; or (o) Any Contract by Seller to do any of the foregoing.

Absence of Certain Changes or Events. The Company has notExcept as set forth in Section 4.10 of the Paladin Disclosure Schedule, since the Balance Sheet DateMost Recent Fiscal Year End, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in each of Paladin OP and the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date Subsidiaries has conducted its business substantially in the ordinary course of business that consistent with past practice and there has not been an effect, event, development or circumstance that, individually or in the aggregate with all other effects, events, developments and changes, has resulted or would not have reasonably be expected to result in a Paladin Material Adverse Effect. Without limiting the generality of the foregoing, except as disclosed in Section 4.10 of the Paladin Disclosure Schedule, since the Most Recent Fiscal Year End: (a) none of Paladin OP or the Subsidiaries has issued, sold, or otherwise disposed of any of its Equity Interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Equity Interests; (iiib) Increased none of Paladin OP or established the Subsidiaries has declared, set aside, or paid any reserve dividend or accrual for taxes made any distribution (whether in cash, Equity Interest or property) with respect to its capital stock or other liability on its books equity, including the Paladin OP Units, or redeemed, purchased, or otherwise provided thereforacquired any of its capital stock or other equity, except (a) as disclosed on including the Balance SheetPaladin OP Units, or (b) as may have been required under generally accepted accounting principles due other than distributions paid to income earned or expense accrued since holders of Paladin OP Units in accordance with the Balance Sheet Date and as disclosed to terms of the Purchaser Paladin OP Agreement, each of which is set forth in writingSection 4.10 of the Paladin Disclosure Schedule; (ivc) Mortgagednone of Paladin OP or the Subsidiaries has sold, pledged leased, transferred, or subjected assigned or agreed to sell, lease, transfer or assign any lienmaterial assets, charge tangible or other encumbrance intangible; (d) none of Paladin, Paladin OP or the Subsidiaries has imposed any Lien upon any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except other than in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (viie) Incurred none of Paladin, Paladin OP or the Subsidiaries has made any significant labor trouble material change in any tax method or granted election by Paladin OP or any general Subsidiary; (f) none of Paladin OP or uniform increase in salary the Subsidiaries has entered into any Contract (or wages payable or to become payable by it to series of related Contracts) with any equity holder, director, officer, employee or agentpartner, or by means of any bonus or pension planmanager, contract or other commitment increased the compensation of any director, officermember, employee or agent, other than regularly scheduled increases that are consistent consultant thereof (or with past practicesany Affiliate thereof); (viiig) Authorized none of Paladin OP or the Subsidiaries has made or committed to make any capital expenditure for real estate (or leasehold improvements, machinery, equipment or molds in excess series of $10,000.00 related capital expenditures) other than in the aggregateordinary course of business; (ixh) Except for this Agreement, entered into none of Paladin OP or the Subsidiaries has failed to pay any creditor any material transactionamount owed to such creditor when due, taking into consideration any grace periods; (xi) Issued none of Paladin, Paladin OP or the Subsidiaries has taken any stocksaction that would make any representation or warranty contained in Article 4 of this Agreement untrue or incorrect as of the date when made, bondsas of any future date prior to the Closing, or other corporate securities, as of the Closing Date or made any declaration that would interfere with the consummation of the transactions contemplated hereby or payment materially delay the consummation of any dividend or any distribution in respect of its capital stocksuch transactions; orand (xij) Experienced damage, destruction none of Paladin OP or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced Subsidiaries has committed to do any other material adverse change or changes individually or in of the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has not, since (a) Since the date of the Balance Sheet DateSheet, except there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as described on Schedule 4.23previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceamended its organizational documents; (ii) Discharged declared, set aside or satisfied paid any lien dividend or encumbrancemade any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or paid suffered or satisfied any obligations or liability permitted an Encumbrance (absolute, accrued, contingent or otherwise) other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (av) liabilities shown incurred or reflected on assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the Balance Sheetordinary course of business; (vi) acquired by merging or consolidating with, and (b) liabilities incurred since or by purchasing a substantial portion of the Balance Sheet Date assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business that would not have a Material Adverse Effector capital assets permitted to be acquired pursuant to clause (vii) below; (iiivii) Increased or established incurred any reserve or accrual capital expenditure excluding for taxes or other liability purposes hereof, capital expenditures set forth on its books or otherwise provided therefor, except (aSchedule 4.6(c)(vii) as disclosed on of the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingDisclosure Schedules; (ivviii) Mortgagedcommenced any litigation, pledged other than (A) litigation in connection with the collection of accounts receivable or subjected to any lien(B) litigation as a result of suits, charge actions or other encumbrance any of proceedings commenced against the Company or its assets, tangible or intangibleSubsidiaries; (vix) Sold entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or transferred amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or cancelled any debts up) of the value of inventory or claims or waived any rightsequipment), in each case except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction agreed or loss committed to agree to do any act described in clauses (whether or not covered by insurancei) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthrough (x) above.

Absence of Certain Changes or Events. The Company has notExcept as set forth in Section 3.7 of the Disclosure Schedule and except as set forth in the Financial Statements, since September 30, 1997 there have been no events, and the Balance Sheet DateBusiness has not suffered any changes, damage, destruction or casualty loss, which individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. Except as listed on Section 3.7 of the Disclosure Schedule, since September 30, 1997, the Business has been conducted in the ordinary course consistent with past practice. Since September 30, 1997, except as described on Schedule 4.23disclosed in Section 3.7 of the Disclosure Schedule, the Business has not: (i) Incurred any material obligation changed its accounting methods, systems, policies, principles or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effectpractices, except for claimsas required by law, if any, that are adequately covered by insuranceGAAP or generally accepted accounting principles applicable to the Company or any of the Associated Subsidiaries; (ii) Discharged established or satisfied increased any lien bonus, insurance, severance, deferred compensation, pension, profit sharing or encumbranceother employee benefit plan or otherwise increased the compensation payable or to become payable to any officer, director, employee, agent or paid consultant of the Company or satisfied any obligations or liability (absoluteof the Associated Subsidiaries, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectexcept as permitted by Section 5.14 herein; (iii) Increased or established made any reserve or accrual for taxes or borrowings, incurred any debt (other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except than trade payables in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; practice), or assumed, guaranteed, endorsed (viii) Authorized any capital expenditure except for real estate the negotiation or leasehold improvements, machinery, equipment or molds in excess collection of $10,000.00 negotiable instruments in the aggregate; ordinary course of business and consistent with past practice) or otherwise become liable (ixwhether directly, contingently or otherwise) Except for this Agreement, entered into the obligations of any material transaction; (x) Issued any stocks, bonds, or other corporate securitiesperson, or made any declaration payment or payment of any dividend or any distribution repayment in respect of its capital stockany indebtedness (other than trade payables and accrued expenses in the ordinary course of business and consistent with past practice); or (xiiv) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or failed to pursue the collection of receivables in the aggregate have a Material Adverse Effect ordinary course of business or experienced any other material adverse change or changes individually or failed to discharge its payables in the aggregate that would have a Material Adverse Effectordinary course of business.

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule 3.9 of the Seller Schedules, since the Balance Sheet DateDecember 31, except as described on Schedule 4.23: 2021 ( (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in Seller has conducted the ordinary course, and any such obligation or liability incurred Purchased Business only in the ordinary course consistent with past practice and has used commercially reasonable efforts to keep available the services of Seller’s employees and preserve its relationship with suppliers and customers of the Purchased Business; and (ii) there has not been any event, occurrence, circumstance or development that, individually or in the aggregate, has had or would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2021, except for claimsas set forth in any disclosure schedule, if anyincluding, that are adequately covered by insurance;without limitation, Schedule 3.9 of the Seller Schedules: (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance SheetSeller has not incurred any liabilities, and (b) other than liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not consistent with past practice, or discharged or satisfied any Lien, or paid any liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has had or is reasonably likely to have a Material Adverse Effect; (iiib) Increased there has not been any change in the Tax reporting or established any reserve accounting policies or accrual for taxes practices of the Seller’s Business, including practices with respect to (i) depreciation or other liability on its books amortization polices or otherwise provided therefor, except (a) as disclosed on the Balance Sheetrates, or (bii) as may have been required under generally accepted accounting principles due to income earned the payment of accounts payable or expense accrued since the Balance Sheet Date collection of accounts receivable and as disclosed to the Purchaser in writingSeller has not settled or compromised any Tax liability or made or rescinded any Tax election; (ivc) MortgagedSeller has not (i) created or incurred any Indebtedness other than pursuant to the agreements, notes and instruments described on Schedule 3.22 of the Seller Schedules, (ii) assumed, guaranteed, or endorsed the Indebtedness of any other Person, or (iii) canceled any debt owed to it or released any claim possessed by it, other than in the ordinary course of business; (d) Seller has not suffered any theft, damage, destruction or loss (without regard to any insurance) of or to any tangible asset of Seller used in the Purchased Business which had or may have a Material Adverse Effect on the Purchased Business, or its operations, assets, or properties used in the Purchased Business, including an item or items having a value in excess of Twenty-Five Thousand Dollars ($25,000) individually or Fifty Thousand Dollars ($50,000) in the aggregate; (e) Seller has not (i) made, granted, or committed to make or grant: (A) any bonus or any wage, salary or compensation increase to any (y) director or officer, or (z) employee (other than in the ordinary course of business consistent with past practice), independent contractor or consultant, or (B) an increase of any benefit provided under any Company Plan, (ii) adopted, amended or terminated any employee benefit plan, program or arrangement, or (iii) entered into, amended or terminated any employment agreement, deferred compensation arrangement, collective bargaining agreement or other similar arrangement with any of its current or prospective directors, officers, employees or independent contractors, consultants; (f) Seller has not sold, assigned, transferred, licensed, mortgaged, pledged or subjected to any lienLien, charge or other encumbrance has committed to sell, assign, transfer, license, mortgage, pledge or subject to any of its assetsLien, any tangible or intangibleintangible assets which would have been included in the Purchased Assets, except for sales of inventory in the ordinary course of business; (vg) Sold Seller has not purchased or transferred leased, or has committed to purchase or lease, any asset for an amount in excess of its Twenty-Five Thousand Dollars ($25,000) alone or in the aggregate, except purchases of inventory and supplies in the ordinary course of business, consistent with past practice; (h) Seller has not made or authorized any capital expenditures or commitment for capital expenditures in an amount more than Twenty-Five Thousand Dollars ($25,000) individually or Fifty Thousand Dollars ($50,000) in the aggregate for additions to properties, plant, equipment, or intangible capital assets or cancelled aggregate capital expenditures and commitments, other than those capital expenditures or commitments therefor made or authorized in the ordinary course of business; (i) Seller has not engaged in any debts transactions with, or claims entered into any Contract with, any Affiliates of Seller, except to the extent required by Law or any then existing agreements; (j) Seller has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any stockholder, or any director, officer, partner, or Affiliate of Seller, except with respect to payments to, and reimbursement of, fees and expenses of employees, directors and officers of Seller in the ordinary course of business; (k) Seller has not amended, canceled, terminated, relinquished, waived or released any rightsContract or right, except in the ordinary course of business and or which would not be material to Seller taken as a whole; (l) Seller has not granted any license or sublicense of any rights under or with respect to any Seller IP, other than in the ordinary course of business; (m) Seller has not instituted or settled any action, claim, suit or proceeding that involved more than Ten Thousand Dollars ($10,000); (n) Seller has not entered into any transaction which could reasonably be expected to have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xio) Experienced damage, destruction or loss Seller has not agreed to take any of the actions described in sub-clauses (whether or not covered by insurancea) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthrough (n) above.

Absence of Certain Changes or Events. The Company has notExcept as publicly disclosed in the Interchange SEC Reports filed with the SEC prior to the date hereof, or as set forth in Section 4.8 of the Interchange Disclosure Schedule, since the Balance Sheet DateDecember 31, except as described on Schedule 4.23: 2005, (ia) Incurred any material obligation no event has occurred which has had or liability (absolutewould reasonably be expected to have, accrued, contingent individually or otherwise) except for obligations or liabilities incurred in the ordinary courseaggregate, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected Effect on the Balance Sheet, Interchange and (b) liabilities incurred since prior to the Balance Sheet Date date hereof, neither Interchange nor any of its Subsidiaries has (i) effected or authorized any adjustment, split, combination or reclassification of any of its capital stock, or redeemed, purchased or otherwise acquired, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock or stock appreciation rights (except pursuant to the exercise of stock options); (ii) declared, set aside or paid any dividend other than regular quarterly cash dividends on Interchange Common Stock and dividends paid to the holders of trust preferred securities issued by affiliated trusts in accordance with the terms of such securities; (iii) sold, licensed, leased, encumbered, mortgaged, transferred, assigned or otherwise disposed of any of its material assets, properties or other rights or agreements other than in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; consistent with past practice; (iv) Mortgaged, pledged increased the compensation or subjected to fringe benefits of any lien, charge present or other encumbrance any former director or officer of Interchange or its assets, tangible Subsidiaries (except for increases in salary or intangible; (v) Sold wages of nonexecutive officers or transferred any of its assets or cancelled any debts or claims or waived any rights, except employees in the ordinary course of business and which would not have a Material Adverse Effect; consistent with past practice), or granted any severance or termination pay to any present or former director, officer or employee of Interchange or its Subsidiaries except in connection with terminations of employment of non-officer employees in the ordinary course of business consistent with past practice; (v) amended or terminated any Interchange Benefit Plan; (vi) Disposed of made any material change in its policies and practices with respect to (x) underwriting, pricing, originating, acquiring, selling, servicing, or permitted buying or selling rights to lapse any patents service Loans or trademarks (y) hedging its Loan positions or any patent or trademark applications material to the operation of its business; commitments; (vii) Incurred made any significant labor trouble changes in its accounting methods or granted any general method of Tax accounting, practices or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; policies; (viii) Authorized made or changed any capital expenditure for real estate material Tax election or leasehold improvements, machinery, equipment settled or molds in excess compromised any material Tax liability of $10,000.00 in the aggregate; Interchange or any of its Subsidiaries; or (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securitiesagreed to, or made any declaration or payment commitment to, take any of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing actions.

Absence of Certain Changes or Events. The Company has notExcept as (x) disclosed in the Bullion Public Documents filed and publicly available prior to the date of this Agreement, (y) set forth in Schedule 4.1(r) of the Bullion Disclosure Letter or (z) contemplated by this Agreement, since the Balance Sheet DateApril 30, except as described on Schedule 4.232011: (i) Incurred Bullion and its Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice; (ii) no liability or obligation of any material obligation or liability nature (whether absolute, accrued, contingent or otherwise) except for obligations which has had or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not is reasonably likely to have a Bullion Material Adverse Effect has been incurred; (iii) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Bullion Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (iiiv) Discharged except as required by US GAAP, there has not been any change in the accounting practices used by Bullion and its Subsidiaries; (v) except as disclosed in Schedule 4.1(r)(v) of the Bullion Disclosure Letter and except for ordinary course adjustments to officers, directors or satisfied employees, there has not been any lien or encumbranceincrease in the salary, bonus, or paid other remuneration payable to any employees of any of Bullion or satisfied its Subsidiaries; (vi) except as disclosed in Schedule 4.1(r)(vi) of the Bullion Disclosure Letter, there has not been any obligations redemption, repurchase, cancellation or liability other acquisition of Bullion Shares by Bullion, or any declaration, setting aside or payment of any dividend or other distribution (absolutewhether in cash, accruedshares or property) with respect to the Bullion Shares; (vii) there has not been a material change in the level of accounts receivable or payable, contingent inventories or otherwise) employees, other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date those changes in the ordinary course of business that would not have a Material Adverse Effectconsistent with past practice; (iiiviii) Increased or established there has not been any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheetentering into, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedan amendment of, pledged or subjected to any lien, charge or Material Contract other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except than in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate;practice; and (ix) Except for this Agreementexcept as disclosed in Schedule 4.1(r)(ix) of the Bullion Disclosure Letter, entered into there has not been any material transaction; (x) Issued any stocks, bonds, satisfaction or other corporate securities, or made any declaration or payment settlement of any dividend claims or any distribution Liabilities that were not reflected in respect Bullion’s audited financial statements, other than the settlement of its capital stock; or (xi) Experienced damage, destruction claims or loss (whether or not covered by insurance) that would individually or Liabilities incurred in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectordinary course of business consistent with past practice.

Absence of Certain Changes or Events. The Company Corporation has not, since the Balance Sheet Date, except as described on Schedule 4.233.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, or equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notExcept as (x) disclosed in the Eurasian Public Documents filed and publicly available prior to the date of this Agreement, (y) set forth in Schedule 4.3(m) of the Eurasian Disclosure Schedule or (z) contemplated by this Agreement, since the Balance Sheet DateMarch 31, except as described on Schedule 4.232011: (i) Incurred Eurasian and its Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice; (ii) no liability or obligation of any material obligation or liability nature (whether absolute, accrued, contingent or otherwise) except for obligations which has had or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not is reasonably likely to have a Eurasian Material Adverse Effect has been incurred; (iii) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Eurasian Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (iiiv) Discharged or satisfied except as required by Canadian GAAP, there has not been any lien or encumbrancechange in the accounting practices used by Eurasian and its Subsidiaries; (v) except as disclosed in Schedule 4.3(m)(v) of the Eurasian Disclosure Letter and except for ordinary course adjustments to officers, directors, employees, there has not been any increase in the salary, bonus, or paid other remuneration payable to any non-executive employees of any of Eurasian or satisfied its Subsidiaries; (vi) there has not been any obligations redemption, repurchase or liability other acquisition of Eurasian Shares by Eurasian, or any declaration, setting aside or payment of any dividend or other distribution (absolutewhether in cash, accruedshares or property) with respect to the Eurasian Shares; (vii) there has not been a material change in the level of accounts receivable or payable, contingent inventories or otherwise) employees, other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date those changes in the ordinary course of business that would not have a Material Adverse Effectconsistent with past practice; (iiiviii) Increased or established there has not been any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheetentering into, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedan amendment of, pledged or subjected to any lien, charge or Material Contract other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except than in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate;practice; and (ix) Except for this Agreement, entered into except as disclosed in Schedule 4.3(m)(ix) of the Eurasian Disclosure Letter there has not been any material transaction; (x) Issued any stocks, bonds, satisfaction or other corporate securities, or made any declaration or payment settlement of any dividend claims or any distribution Liabilities that were not reflected in respect Eurasian’s audited financial statements, other than the settlement of its capital stock; or (xi) Experienced damage, destruction claims or loss (whether or not covered by insurance) that would individually or Liabilities incurred in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectordinary course of business consistent with past practice.

Absence of Certain Changes or Events. The Company has notExcept (I) as disclosed in, or reflected in the financial statements included in, the ONEOK SEC Documents and/or Section 4.1(f) of the ONEOK Disclosure Schedule, (II) as contemplated by this Agreement, or (III) for transactions effected or actions taken by ONEOK or its Subsidiaries after the date of this Agreement without breaching the terms hereof, in the case of clauses (iv) through (xi) below, since the Balance Sheet DateAugust 31, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute1996, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred ONEOK has conducted its business in the ordinary course of such business consistent with past practice, and since August 31, 1996, there has not been: (i) any event or events which, individually or in the aggregate, have had or would not have a Material Adverse EffectEffect on ONEOK, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of ONEOK's capital stock, except for claimsregular quarterly cash dividends on ONEOK Common Stock or the regular quarterly cash dividend on ONEOK Preferred Stock (or a pro rata amount for any dividend less than a full quarter) with usual record and payment dates for such dividends; (iii) any amendment of any material term of any outstanding equity security of ONEOK or any Subsidiary of ONEOK; (iv) any repurchase, if any, that are adequately covered redemption or other acquisition by insurance; (ii) Discharged ONEOK or satisfied any lien Subsidiary of ONEOK of any outstanding shares of capital stock or encumbranceother equity securities of, or paid other ownership interests in, ONEOK or satisfied any obligations Subsidiary of ONEOK, except as contemplated by any ONEOK Benefit Plans; (v) any material change in any method of accounting or liability accounting practice by ONEOK or any Significant Subsidiary of ONEOK; (absolute, accrued, contingent vi) any increase in the salaries or otherwise) other than compensation payable to any officer or employee of ONEOK or any of its Subsidiaries (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date except for normal increases in the ordinary course of business that would not have a Material Adverse Effect; consistent with past practice) or any increase in, or addition to, other benefits to which any officer or employee may be entitled (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed required by the terms of plans as in effect on the Balance Sheet, date of this Agreement or as required by law); (bvii) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; any incurrence of indebtedness for borrowed money (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business consistent with past practice); (viii) any Material Adverse Change or threat of a Material Adverse Change in ONEOK's or any of its Subsidiaries' relations with, or any loss or, to the knowledge of ONEOK, threat of loss of, any of ONEOK's or any of its Subsidiaries' material suppliers or customers, except to the extent such loss does not and which would not have a Material Adverse Effect; Effect on ONEOK; (viix) Disposed any termination, cancellation or waiver of any contract or permitted to lapse any patents or trademarks or any patent or trademark applications other right material to the operation of the business of ONEOK and its business; (vii) Incurred any significant labor trouble Subsidiaries taken as a whole, except to the extent such termination, cancellation or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or waiver does not covered by insurance) that and would individually or in the aggregate not have a Material Adverse Effect on ONEOK; (x) any amendment of any material term of the respective certificates of incorporation or experienced bylaws of ONEOK or any Subsidiary of ONEOK; or (xi) any other material adverse change transaction, commitment, dispute or changes individually other event or condition (financial or otherwise) of any character (whether or not in the aggregate ordinary course of business) that does have or would have a Material Adverse EffectEffect on ONEOK.

Absence of Certain Changes or Events. The Company has not, since Since the Interim Balance Sheet Date, except as described disclosed on Schedule 4.23SCHEDULE 4.10, there has not been any: (a) as of the date hereof, material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities of each of the Acquired Companies; (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date normal periodic increases in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided thereforconsistent with past practice, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except increase in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages compensation payable or to become payable by it each of the Acquired Companies to any directorof its officers, officeremployees or agents (collectively, "PERSONNEL"), (ii) bonus, incentive compensation, service award or other like benefit granted, made or accrued, contingently or otherwise, for or to the credit of any of the Personnel, (iii) employee welfare, pension, retirement, profit-sharing or agentsimilar payment or arrangement made or agreed to by each of the Acquired Companies for any Personnel except pursuant to the existing plans and arrangements described in the Disclosure SCHEDULES hereto, or by means (iv) new employment agreement to which each of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesAcquired Companies is a party; (viiic) Authorized addition to or modification of the employee benefit plans, arrangements or practices affecting Personnel other than (i) contributions made for 1998 in accordance with the normal practices of the Company or (ii) the extension of coverage to other Personnel who became eligible after the Interim Balance Sheet Date; (d) sale, assignment or transfer of any material assets of each of the Acquired Companies other than in the ordinary course; (e) cancellation of any indebtedness or waiver of any rights of substantial value to each of the Acquired Companies, whether or not in the ordinary course of business; (f) amendment, cancellation or termination of any Contract, license or other instrument material to any of the Acquired Companies; (g) capital expenditure or commitments for real estate capital expenditures or leasehold improvementsthe execution of any lease by any of the Acquired Companies, machinery, equipment or molds involving payments in excess of Fifty Thousand Dollars ($10,000.00 50,000) in the aggregate; (ixh) Except for this Agreementfailure to operate the business of any of the Acquired Companies in the ordinary course so as to use reasonable efforts to preserve the Business intact, entered into to keep available the services of the Personnel, and to preserve the goodwill of each of the Acquired Companies' suppliers, customers and others having business relations with any material transactionof the Acquired Companies; (xi) Issued change in accounting methods or practices by any stocks, bonds, or other corporate securities, or made of the Acquired Companies; (j) revaluation by any declaration or payment of the Acquired Companies of any dividend or any distribution in respect of its capital stock; orrespective assets, including without limitation, writing off notes, inventory or accounts receivable; (xik) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually adversely affecting the properties or in business of any of the aggregate have a Material Adverse Effect Acquired Companies; or (l) indebtedness incurred by any of the Acquired Companies for borrowed money or experienced commitment to borrow money entered into by any other material adverse change of the Acquired Companies, or changes individually any loans made or in agreed to be made by any of the aggregate that would have a Material Adverse EffectAcquired Companies.

Absence of Certain Changes or Events. The Company has notExcept as set forth in Section 5.6 of the Seller Disclosure Schedule, since June 30, 2003, Seller and the Balance Sheet Date, except as described Subsidiaries have carried on Schedule 4.23: (i) Incurred any and operated their respective businesses in all material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date respects in the ordinary course of business consistent with past practice, and there has not occurred any: (a) event or change that has had or would not have reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) sale or other disposition of or pledge or other encumbrance upon a material amount of property or other assets or any Seller Real Property Lease as defined in Section 5.12 herein of Seller or any of the Subsidiaries, except sales of inventory in the ordinary course of business consistent with past practice, (c) change in financial or Tax accounting methods, principles or practices by Seller or the Subsidiaries, except insofar as may have been required under generally accepted accounting principles due to income earned by a change in GAAP or expense accrued since applicable Law, (d) material Tax election inconsistent with past practices or the Balance Sheet Date and as disclosed settlement or compromise of any material Tax liability, (e) damage, destruction or loss of any material asset of Seller or any of the Subsidiaries which materially affects the use or value thereof or a material part of any improvement leased by Seller or any of the Subsidiaries pursuant to the Purchaser Seller Real Property Lease and which damage, destruction or loss is not covered by insurance, subject to reasonable deductible limits (it being agreed that the existence, level and coverage of insurance, if any, shall be taken into account but shall not be determinative for purposes of determining whether any damage, destruction or loss is material or would result in writing; an Seller Material Adverse Effect), (ivf) Mortgaged, pledged grant by Seller or subjected any of the Subsidiaries to any lienofficer of any increase in compensation, charge except as was required under any employment agreements set forth on Section 5.6(f) of the Seller Disclosure Schedule, copies of which have been made available to Purchaser, or other encumbrance any granting by Seller or any of its assetsthe Subsidiaries to any employee of any increase in compensation, tangible except for normal increases in the ordinary course of business consistent with past practice, (g) grant by Seller or intangible; (v) Sold or transferred any of its assets the Subsidiaries to any officer of any increase in (or cancelled acceleration of vesting or payment of) severance or termination pay, except as was required under any debts employment, severance or claims termination agreements set forth on Section 5.6(g) of the Seller Disclosure Schedule, copies of which have been made available to Purchaser, or waived any rightsgrant by Seller or any of the Subsidiaries to any employee other than an officer of any increase in (or acceleration of vesting or payment of) severance or termination pay, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; practice, (viiih) Authorized entry by Seller or any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered Subsidiaries into any material transaction; (xor amendment of any existing) Issued employment, severance or termination agreement with any stocksofficer, bonds(i) establishment, adoption, amendment or modification of, or other corporate securitiesincrease of benefits under, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) plan that would individually or in the aggregate have constitute a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectSeller Savings Plan (as hereinafter defined), and (j) distributions to Seller's members.

Absence of Certain Changes or Events. The Company has not, since the Company Balance Sheet DateDate , and except as described on Schedule 4.23in the ordinary course of business consistent with past practice: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) ), except for obligations or liabilities incurred in the ordinary coursecourse of its business consistent with past practice or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Company Balance Sheet, and (b) liabilities incurred since the Company Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefortherefore, except (a) as disclosed on the Company Balance Sheet, or (b) as may have been required under generally accepted accounting principles GAAP due to income earned or expense expenses accrued since the Company Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 5,000.00 in the aggregate; (ix) Except for this Agreement or as otherwise disclosed herein or in any schedule to this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have having a Material Adverse Effect on any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have affecting its financial condition, assets, liabilities or business (a “Material Adverse EffectChange”).

Absence of Certain Changes or Events. The Company has not(a) Since December 31, since the Balance Sheet Date1996, except as described on Schedule 4.23: (i) Incurred PPTF and the PPTF Subsidiary taken as a whole have not incurred any material indebtedness or other liability or obligation or liability (whether absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course), and any such obligation or liability incurred other than in the ordinary course would not have of their business, (ii) neither PPTF nor the PPTF Subsidiary has declared or paid any dividend or other distribution in respect of the Membership Rights of PPTF or the capital stock of the PPTF Subsidiary, or any direct or indirect redemption, purchase or other acquisition by PPTF or the PPTF Subsidiary of any such Membership Rights or stock; (iii) to the best knowledge of PPTF, there has been no material adverse change in the business, assets, properties, operations, or condition (financial or otherwise) of PPTF or the PPTF Subsidiary, and (iv) no event has occurred which has had, or is likely to have, individually or in the aggregate, a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance;Effect on PPTF. (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since Since December 31, 1996, PPTF and the Balance Sheet Date PPTF Subsidiary have carried on their respective businesses in all material respects in the ordinary and usual course theretofore conducted. (c) Since December 31, 1996, neither PPTF nor the PPTF Subsidiary has (i) except for such actions as are in the ordinary course of business that would not have a Material Adverse Effect; consistent with past practice or except as required by applicable law, (iiiA) Increased or established any reserve or accrual for taxes increased the wages, salaries, compensation, pension, or other liability on its books fringe benefits or otherwise provided thereforperquisites payable to any executive officer, except (a) employee, director, or trustee from the amount thereof in effect as disclosed on the Balance Sheetof December 31, 1996, or (bB) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general severance or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreementtermination pay, entered into any material transaction; contract to make or grant any severance or termination pay, or paid any bonuses in excess of its 1996 salary and employee benefits expenses, or (xii) Issued suffered any stocksstrike, bondswork stoppage, slowdown, or other corporate securitieslabor disturbance which, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damagereasonable judgment, destruction or loss (whether or not covered by insurance) that would is likely, either individually or in the aggregate aggregate, to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effecton PPTF.

Absence of Certain Changes or Events. The Company has notExcept as set forth in Section 3.18 of Seller's Disclosure Schedule or in the Unaudited Financial Statements, since June 30, 2003, there has been no material change in the Balance Sheet Datebusiness, except as described on Schedule 4.23operations, properties, condition (financial or otherwise), or assets or liabilities (including, without limitation, contingent liabilities) of the Business. Without limiting the foregoing, with respect to the Business, since June 30, 2003: (ia) Incurred Seller has not increased the level of benefits under any material obligation Employee Benefit Plan, the salary or liability other compensation (absoluteincluding severance) payable or to become payable to any of the Transferred Employees or obligated itself to pay any bonus or other additional salary or compensation to any Transferred Employee, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectand consistent with past practice; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since Seller has not entered into any Material transaction other than in the Balance Sheet Date and as disclosed to the Purchaser in writingordinary course of business consistent with past practice; (ivc) MortgagedSeller has not sold, pledged transferred, disposed of, or subjected agreed to sell, transfer or dispose of, any lien, charge or other encumbrance any of its assets, tangible properties, Intellectual Property or intangiblerights other than in the ordinary course of business consistent with past practice; (vd) Sold or transferred Seller has not acquired any of its assets or cancelled any debts or claims or waived any rightsMaterial assets, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of business, nor acquired or permitted to lapse merged with any patents or trademarks or any patent or trademark applications material to the operation of its other business; (viie) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, No Encumbrances (other than regularly scheduled increases that are consistent with past practicesPermitted Encumbrances) have been incurred or created on any of the Purchased Assets; (viiif) Authorized Seller has not made any material change in any pricing, marketing, purchasing, allowance or tax or accounting practice, policy or method or any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or tax purposes or made any material tax election or settled or compromised any Material income or sales tax liability with any Governmental Entity; (g) There has been no waiver or amendment of any material right relating to Seller which would reasonably be expected to be Material to the conduct of the Business; (h) Seller has not made any capital expenditure for real estate (or leasehold improvementsseries of related capital expenditures) that is either Material or outside the ordinary course of business; (i) Seller has not amended, machineryrescinded or terminated (and not renewed) any existing Material Contract and no such Material Contract has expired or terminated (and not been renewed) by its terms; (j) None of the Purchased Assets, equipment individually or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stockshave been destroyed, bonds, damaged or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss otherwise lost (whether or not covered by insurance); (k) Seller has not made any material change in its accounting methods, principles or practices, except as required by applicable laws, regulations or accounting pronouncements; provided that would individually or each such change has been disclosed in the aggregate have a Material Adverse Effect Seller's SEC Documents; and (l) Seller has not entered into any commitment (contingent or experienced otherwise) to do any of the foregoing, other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthan pursuant to this Agreement.

Absence of Certain Changes or Events. The Company has notExcept as set out in Section 3.1(bb) of the Seller Disclosure Schedule, since the Balance Sheet Datedate of the most recent fiscal year end of the Corporation and the Holding Companies, except as described on Schedule 4.23neither of them has: (i) Incurred incurred any material fixed or contingent obligation, liability or commitment except trade or business obligations incurred in the ordinary course of business, none of which is materially adverse or was entered into for inadequate consideration; (ii) discharged or satisfied any Encumbrance or paid or satisfied any fixed or contingent obligation or liability (absoluteliability, accrued, contingent or otherwise) except for current obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectand except as otherwise provided for in this Agreement; (iii) Increased mortgaged, pledged or established subjected any reserve or accrual of the Assets to any Encumbrance, other than liens, if any, for current taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles not yet due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingpayable; (iv) Mortgagedentered into any lease or rental agreement or transferred, pledged leased, licensed or subjected to any lien, charge or other encumbrance disposed of any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except the Assets other than in the ordinary course of business and which would not have a Material Adverse Effectother than new leases or renewals of any of the leases and/or agreements to lease listed on the Seller Disclosure Schedule in accordance with the renewal rights contained therein; (v) waived, released, cancelled, forgiven or compromised any debt, claim or right, other than in the ordinary course of business; (vi) Disposed transferred or granted any right under any lease, license or other agreement or with respect to any intangible asset other than in the ordinary course of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred paid or agreed to pay any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any directorbonus, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased except as outlined on the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesEmployment and Consulting Agreements Schedule; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into suffered any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or casualty loss (whether or not covered by insurance) that would individually or any material operating or other loss; (ix) suffered any adverse change in, or any event or events which have had or will have a material adverse effect on the Assets or the liabilities of any of the Corporation or the Holding Companies, the conduct of the Business or the condition (financial or otherwise) or prospects of the Corporation, taken as a whole; (x) made any loan to or entered into any other transaction with any of its officers, directors, employees or shareholders giving rise to any claim or right of, by, or against any such person. The Corporation and the Holding Companies are not indebted to any of its officers, directors, employees or shareholders or any other person not dealing at arms' length with the Corporation except for the RCA Loans and loans to employees not exceeding $20,000 in aggregate; (xi) made or entered into any contract or commitment to make any individual capital expenditures in excess of $50,000 or in the aggregate have a Material Adverse Effect not more than $100,000; (xii) declared or experienced paid any dividend or made or agreed to make any payment or distribution to any shareholder (including purchases and redemptions of issued and outstanding shares or any other material adverse change securities); (xiii) issued, sold or changes individually granted any options, rights or warrants to purchase, or subscribe for, any shares of any corporation; (xiv) sold or otherwise disposed of any fixed or capital assets except in the aggregate that would have a Material Adverse Effectordinary course of business; (xv) amended or terminated any contract or agreement which is material to the Business; or (xvi) entered into any agreement or commitment to do or cause any of the matters described above to occur.

Absence of Certain Changes or Events. The Company has notExcept for liabilities incurred in connection with this Agreement or as publicly disclosed in the Forms 10-K, since 10-Q and 8-K and any registration statements, proxy statements or prospectuses comprising the Balance Sheet DateSuperMedia Reports filed prior to the date of this Agreement, except as described on Schedule 4.23: (i) Incurred any since December 31, 2011, (A) SuperMedia and the SuperMedia Subsidiaries have conducted their respective businesses in all material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date respects in the ordinary course of business that would consistent with past practice, and (B) there has not have a been any Material Adverse Effect;Effect with respect to SuperMedia; and (ii) since December 31, 2011 through the date hereof, there has not been: (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheetany issuance or awards of SuperMedia Stock Options, SuperMedia Restricted Shares, SuperMedia Stock Units or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser other equity-based awards in writing; (iv) Mortgaged, pledged or subjected respect of SuperMedia Common Stock to any liendirector, charge officer or other encumbrance employee of SuperMedia or any of its assetsthe SuperMedia Subsidiaries, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except other than in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (vib) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any directordeclaration, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any distribution of SuperMedia’s capital stock; (c) except as required by the terms of any SuperMedia Benefit Plans set forth on Section 3.11(a) of the SuperMedia Disclosure Schedule or by applicable Law, (i) any granting by SuperMedia or any of the SuperMedia Subsidiaries to any current or former director, officer or employee of any increase in respect compensation, bonus or other benefits, except for any such increases to employees who are not current directors or executive officers of SuperMedia in the ordinary course of business consistent with past practice, (ii) any granting by SuperMedia or any of the SuperMedia Subsidiaries to any current or former director or executive officer of SuperMedia of any increase in severance or termination pay, (iii) any entry by SuperMedia or any of its capital stockSubsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any current or former director or executive officer, (iv) any establishment, adoption, entry into, amendment or modification of any SuperMedia Benefit Plan or (v) any entry by SuperMedia or any of its Subsidiaries into, or any amendment or termination of, any collective bargaining agreement or collective bargaining relationship; (d) any change in any material respect in accounting methods, principles or practices by SuperMedia affecting its assets, liabilities or business, other than changes to the extent required by a change in GAAP or regulatory accounting principles; (e) any material Tax election or change in or revocation of any material Tax election, material amendment to any Tax Return, closing agreement with respect to a material amount of Taxes, or settlement or compromise of any material income Tax liability by SuperMedia or any of the SuperMedia Subsidiaries; (f) any material change in its investment or risk management or other similar policies; or (xig) Experienced damage, destruction any agreement or loss commitment (whether contingent or not covered by insuranceotherwise) that would individually or in to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the PREIT SEC Documents or in Schedule 3.7 to the PREIT Disclosure Letter or as provided herein, since December 31, 2002 (the Balance Sheet "PREIT Financial Statement Date"), except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in PREIT and the ordinary course, and any such obligation or liability incurred PREIT Subsidiaries have conducted their business only in the ordinary course would (taking into account prior practices, including the acquisition and disposition of properties and issuance of securities) and there has not have been: (a) any circumstance, event, occurrence, change or effect that has had a PREIT Material Adverse Effect, except for claimsnor has there been any circumstance, if anyevent, occurrence, change or effect that are adequately covered by insurance;with the passage of time would reasonably be expected to result in a PREIT Material Adverse Effect, (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided thereforauthorization, except (a) as disclosed on the Balance Sheetdeclaration, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the PREIT Common Shares or PREIT OP Units, except for regular quarterly distributions not in excess of (i) $.54 per PREIT Common Share or PREIT OP Unit (subject to any distribution Corresponding PREIT Dividends paid pursuant to Section 1.11(d)(ii)), or (ii) with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT status, in each case with customary record and payment dates, (c) any split, combination or reclassification of the PREIT Common Shares or the PREIT OP Units or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of its capital stock; oror in substitution for, or giving the right to acquire by exchange or exercise, shares of stock of PREIT or partnership interests in PREIT Partnership or any issuance of an ownership interest in, any PREIT Partnership, except for issuances of PREIT Common Shares with respect to PREIT's DRIP and PREIT's Employee Share Purchase Plans, (xid) Experienced any damage, destruction or loss (loss, whether or not covered by insurance) , that has or would individually or in the aggregate reasonably be expected to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a PREIT Material Adverse Effect, (e) any change in accounting methods, principles or practices by PREIT or any of its Subsidiaries materially affecting its assets, liabilities or business, except insofar as may have been disclosed in the PREIT SEC Documents or required by a change in GAAP, or (f) except as set forth in Schedule 3.7(f) to the PREIT Disclosure Letter, any amendment in any material respect of any employment, consulting, severance, retention or any other agreement between PREIT and any officer or trustee of PREIT or any Affiliate or immediate family member thereof or any new such agreement with any of the foregoing.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, and except in the ordinary course of business consistent with past practice and/or except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) ), except for obligations or liabilities incurred in the ordinary coursecourse of its business consistent with past practice or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 5,000.00 in the aggregate; (ix) Except for this Agreement or as otherwise disclosed herein or in any schedule to this Agreement, entered into any material transactiontransaction ; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectaffecting its financial condition, assets, liabilities or business.

Absence of Certain Changes or Events. The Company has notExcept as set forth in the SEC Documents, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolutein connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date business of Seller has been conducted in the ordinary course of business consistent with past practice and there has not been or occurred: (a) any event, occurrence or development that would not have has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iiib) Increased any material change in any method of accounting or established accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) any reserve incurrence, assumption or accrual guarantee of any indebtedness for taxes borrowed money in connection with the Business in an aggregate amount exceeding $50,000, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (d) any transfer, assignment, sale or other liability on its books disposition of any of the Purchased Assets shown or otherwise provided therefor, except (a) as disclosed on reflected in the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since except for the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any sale of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except Inventory in the ordinary course of business and which would not have a Material Adverse Effectexcept for any Purchased Assets (other than Intellectual Property Assets) having an aggregate value of less than $50,000; (vie) Disposed any cancellation of any debts or permitted to lapse claims or amendment, termination or waiver of any patents or trademarks or any patent or trademark applications material to the operation of its businessrights constituting Purchased Assets; (viif) Incurred any significant labor trouble transfer or granted assignment of or grant of any general license or uniform increase in salary sublicense under or wages payable or to become payable by it with respect to any director, officer, employee Intellectual Property Assets or agent, Intellectual Property Agreements (except for licenses granted under any existing Intellectual Property Agreements and non-exclusive licenses or by means sublicenses granted in the ordinary course of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are business consistent with past practicespractice); (viiig) Authorized any capital expenditure for real estate abandonment or leasehold improvementslapse of or failure to maintain in full force and effect any Intellectual Property Registration, machinery, equipment or molds in excess failure to take or maintain commercially reasonable measures to protect the confidentiality of $10,000.00 any Trade Secrets included in the aggregateIntellectual Property Assets; (ixh) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (i) any acceleration, termination, material modification to or cancellation of any Assigned Contract; (j) any capital expenditures in an aggregate amount exceeding $50,000 that would individually constitute an Assumed Liability; (k) any imposition of any Encumbrance upon any of the Purchased Assets other than Permitted Encumbrances; (l) except as may be required by applicable Law or under any Material Contract or Seller Employee Plan in place as of the date hereof: (i) any increase in compensation, incentives, severance or benefits to, or entry into an employment agreement with, any employee of the Business; (ii) any adoption, amendment or termination of any collective bargaining agreement or Seller Employee Plan related to the Business; (iii) any hiring or termination of any employee, independent contractor, or temporary employee whose annual compensation or fees is, or is expected to be, at least $75,000; or (iv) conduct any group reduction in force or mass layoff; (m) any purchase, lease or other acquisition of the right to own, use or lease any property or assets that would constitute Purchased Assets for an amount in excess of $50,000, except for purchases of equipment, Inventory or supplies in the aggregate have a Material Adverse Effect ordinary course of business consistent with past practice; or (n) any Contract to do any of the foregoing, or experienced any other material adverse change action or changes individually or in the aggregate omission that would have a Material Adverse Effectresult in any of the foregoing.

Absence of Certain Changes or Events. The Company has notExcept as contemplated by this Agreement, in Section 3.7 of the Seller Disclosure Letter or in the SEC Reports, since December 31, 1999, the Balance Sheet Date, except Seller and its Subsidiaries have conducted their respective businesses only in the ordinary course and consistent with past practice and there has not been (a) any Seller Material Adverse Change (as described on Schedule 4.23hereinafter defined) nor has there been any event or occurrence of any condition that has had or would reasonably be expected to have a Seller Material Adverse Effect (as hereinafter defined) or (b) any of the following: (i) Incurred any material obligation declaration, setting aside or liability payment of any dividend on, or other distribution (absolutewhether in cash, accruedstock or property) in respect of, contingent any of the Seller's capital stock, or otherwise) except for obligations any purchase, redemption or liabilities incurred in other acquisition of any of the ordinary courseSeller's capital stock or any other securities of the Seller or any options, and warrants, calls or rights to acquire any such obligation shares or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceother securities option or purchase agreements; (ii) Discharged any granting (either orally or satisfied in writing) by the Seller or any lien Subsidiary of any increase in compensation or encumbrancefringe benefits, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date except for normal increases in compensation in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased consistent with past practice, or established any reserve payment by the Seller or accrual for taxes or other liability on its books or otherwise provided thereforany Subsidiary of any bonus, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except for bonuses made in the ordinary course of business and which would consistent with past practice, in each case to any director, officer or employee; (iii) any granting (either orally or in writing) by the Seller or any Subsidiary to any officer or employee of any stock options or any severance or termination pay or any increase in such pay; (iv) any entry by the Seller or any Subsidiary into any currently effective employment, severance, termination or indemnification or consulting agreement with any current or former director, officer, employee or consultant; (v) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate could reasonably be expected have a Seller Material Adverse Effect; (vi) Disposed of any change in accounting methods, principles or permitted to lapse any patents or trademarks practices by the Seller or any patent or trademark applications material to the operation of its businessSubsidiary; (vii) Incurred any significant labor trouble Tax (as hereinafter defined) election that individually or granted in the aggregate could reasonably be expected to have a Seller Material Adverse Effect or any general other any adverse effect on the Seller's or uniform increase in salary any Subsidiary's Tax attributes or wages payable any settlement or to become payable by it to any director, officer, employee or agent, or by means compromise of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesTax liability; (viii) Authorized any capital expenditure revaluation by the Seller or any Subsidiary of any of its assets for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregatefinancial accounting purposes; (ix) Except for this Agreementany contract, entered into agreement or understanding with regard to the acquisition, disposition or encumbrance of any material transaction;Intellectual Property (as hereinafter defined) or rights thereto other than licenses in the ordinary course of business consistent with past practice. (x) Issued any stocks, bonds, action of the type described in Sections 5.1(b) or other corporate securities, or made any declaration or payment 5.1(c) which had such action been taken after the date of this Agreement would be in violation of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectsuch Section.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the Chancellor SEC Documents or except as disclosed in writing by Chancellor to LIN in a disclosure letter (the "Chancellor Disclosure Letter") prior to the execution and delivery of the Agreement, or as otherwise agreed to in writing after the date hereof by LIN, or as expressly permitted by this Agreement, since the Balance Sheet Datedate of the most recent audited financial statements included in the Chancellor SEC Documents, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred Chancellor and its subsidiaries have conducted their business only in the ordinary course, and there has not been (i) any such obligation or liability incurred in the ordinary course would not change which could reasonably be expected to have a Chancellor Material Adverse EffectEffect (including as a result of the consummation of the transactions contemplated by this Agreement), except for claims, if any, that are adequately covered by insurance; (ii) Discharged any declaration, setting aside or satisfied payment of any lien dividend or encumbranceother distribution (whether in cash, stock or paid or satisfied property) with respect to any obligations or liability of Chancellor's currently outstanding capital stock (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected the payment of regular cash dividends on the Balance SheetChancellor 7% Convertible Preferred Stock and Chancellor $3.00 Convertible Preferred Stock, and other than the payment of dividends (bincluding accrued dividends) liabilities incurred since on the Balance Sheet Date 12% Exchangeable Preferred Stock, $0.01 par value, and 12 1/4% Series A Senior Cumulative Exchangeable Preferred Stock, $0.01 par value, of Chancellor Operating Subsidiary, in each case in accordance with usual record and payment dates (other than accrued and unpaid dividends paid on the ordinary course of business that would not have a Material Adverse Effect; 12% Exchangeable Preferred Stock)), (iii) Increased any split, combination or established reclassification of any reserve of its outstanding capital stock or accrual any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for taxes or other liability on shares of its books or otherwise provided thereforoutstanding capital stock, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged (x) any granting by Chancellor or subjected to any lien, charge or other encumbrance any of its assetssubsidiaries to any director, tangible officer or intangible; (v) Sold other employee or transferred independent contractor of Chancellor or any of its assets subsidiaries of any increase in compensation or cancelled any debts or claims or waived any rightsacceleration of benefits, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate prior practice or leasehold improvements, machinery, equipment or molds as was required under employment agreements in excess effect as of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment date of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.most recent audited

Absence of Certain Changes or Events. The Company has notSince March 31, since the Balance Sheet Date2025, except as described on Schedule 4.23: (i) Incurred any material obligation there has been no development, event, circumstance, or liability (absolutechange which would reasonably be expected to have, accrued, contingent either individually or otherwise) except for obligations or liabilities incurred in the ordinary courseaggregate, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied the Borrower has not incurred any lien or encumbrance, or paid or satisfied any obligations or liability liabilities (absolute, accrued, contingent or otherwise) other than (aA) liabilities shown or reflected on the Balance Sheet, trade payables and (b) liabilities accrued expenses incurred since the Balance Sheet Date in the ordinary course of business that would consistent with past practice and (B) liabilities not have a Material Adverse Effect; required to be reflected in the Borrower’s financial statements pursuant to GAAP or disclosed in filings made with the SEC, (iii) Increased or established any reserve or accrual for taxes or other liability on the Borrower has not altered its books or otherwise provided thereformethod of accounting, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged the Borrower has not declared or subjected to made any lien, charge dividend or distribution of cash or other encumbrance property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its assets, tangible or intangible; capital stock and (v) Sold the Borrower has not issued any equity securities to any officer, director or transferred any of its assets or cancelled any debts or claims or waived any rightsAffiliate, except in pursuant to existing Borrower stock option plans. To the ordinary course Knowledge of business and which would not have a Material Adverse Effect; (vi) Disposed the Borrower, there exists no present condition or state of facts or permitted circumstances that could reasonably be expected to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced prevent the Borrower or any other material adverse change of its Subsidiaries from conducting its business after the consummation of the Transactions, in substantially the same manner in which such business has heretofore been conducted. The Borrower does not have pending before the SEC any request for confidential treatment of information. Except for the Transactions, no event, liability, fact, circumstance, occurrence or changes individually development has occurred or in exists or is reasonably expected to occur or exist with respect to the aggregate Borrower or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would have a Material Adverse Effectbe required to be disclosed by the Borrower under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed.

Absence of Certain Changes or Events. The Company has notSince December 31, since 2003, the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred Acquired Companies have conducted their respective businesses only in the ordinary course consistent with past practice (except in connection with the transactions contemplated hereby) and have used commercially reasonable efforts to preserve intact the business organization of the Acquired Companies and to maintain satisfactory relationships with the customers, suppliers and employees and others with which the Acquired Companies have business relationships and, without limiting the generality of the foregoing: (a) There have been no changes, effects, events, occurrences or developments which, individually or in the aggregate, have had or would not have reasonably be expected to result in a Material Adverse EffectEffect on the Acquired Companies. (b) None of the Acquired Companies has sold, assigned, transferred or conveyed any Proprietary Right. (c) Except as otherwise contemplated by this Agreement or as required to ensure that any Plan is maintained in compliance with applicable Law or to comply with any Contract or Other Agreement regarding Business Employees or Plan entered into prior to the date hereof (complete and accurate copies of which have been heretofore delivered to Buyer), none of the Acquired Companies has (A) adopted, entered into, terminated or amended any collective bargaining agreement or Plan or any Contract or Other Agreement with respect to any current or former employees of an Acquired Company or any Bank Channel Employee, (B) increased in any manner the compensation, bonus or fringe or other benefits of, or paid any bonus of any kind or amount whatsoever to, any current or former Business Employee, except for claimsany planned salary increases and payment of bonuses, if anyeach as described in Part 2.8(c) of the Seller Disclosure Letter, that are adequately covered by insurance; (iiC) Discharged paid any benefit or satisfied amount not required under any lien Plan or encumbranceContract or Other Agreement as in effect on the date of this Agreement, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date as contemplated in the ordinary course of business that would not have a Material Adverse Effect; foregoing clause (iiiB), (D) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed consistent with past practice, granted or paid any severance or termination pay or increase in any manner the severance or termination pay of any current or permitted to lapse any patents or trademarks former employees of an Acquired Company or any patent or trademark applications material to the operation of its business; Bank Channel Employee, (viiE) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to awards under any directorbonus, officerincentive, employee or agent, or by means of any bonus or pension plan, contract performance or other commitment increased the compensation of any directorPlan, officer, employee Contract or agentOther Agreement or otherwise, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 as contemplated in the aggregate; foregoing clause (ixB), (F) Except for this taken any action to fund or in any other way secure the payment of compensation or benefits under any Plan or Contract or Other Agreement, entered into (G) taken any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration action to accelerate the vesting or payment of any dividend compensation or benefit under any Plan or Contract or Other Agreement or (H) materially changed any actuarial or other assumption used to calculate funding obligations with respect to any Acquired Company Plan or changed the manner in which contributions to any Acquired Company Plan are made or the basis on which such contributions are determined. (d) No Acquired Company has effected any amendment or modification to its Constituent Documents. (e) None of the Acquired Companies has made any material change in its fiscal year, accounting methods or principles used for GAAP or statutory reporting purposes, except for changes which are required by Law, SAP or GAAP of all enterprises in the same business. (f) Except in the ordinary course of business consistent with past practice, no Acquired Company has made any material change, and neither Seller, GAC nor any Acquired Company has permitted any of the Insurance Subsidiaries to make any material change, in its underwriting or claims management practices, pricing practices, reserving practices, reinsurance practices, marketing practices or investment policies or practices or Investment Guidelines, except in each case as required by Law. (g) None of the Acquired Companies has made any new material Tax election or any distribution in respect settlement or compromise of its capital stock; orany material income Tax liability. (xih) Experienced damageNo Acquired Company has revalued any properties or assets, destruction including writing off notes or loss (whether or not covered by insurance) that would individually or accounts receivable, other than in the aggregate ordinary course of the business of the applicable Acquired Company, or as required by applicable Law, SAP or GAAP. (i) The investments of the Acquired Companies have a Material Adverse Effect been maintained, and no sales or experienced any other material adverse change or changes individually or dispositions of investments have been effected, other than in accordance with the Investment Guidelines and in the aggregate ordinary course of business. (j) The Seller has not taken or failed to take any action or permitted any Acquired Company to take or fail to take any action, in each case for the purpose of either (i) shifting statutory income or surplus from the period following June 30, 2004 to the period preceding June 30, 2004 or (ii) increasing statutory income or surplus with the intent of increasing the June Adjusted Statutory Book Value or increasing the Closing Consideration to the detriment of Buyer and Parent; PROVIDED, HOWEVER, that would have Parent and Buyer agree that any action taken by Seller, to the extent necessary to ensure that an independent auditor's opinion will be unqualified after an issue as to ability to give an unqualified opinion is raised by such auditor, shall not be deemed to be a Material Adverse Effectbreach of this Section 2.8(j). (k) No Acquired Company has launched or introduced any material new product or service.

Absence of Certain Changes or Events. The Company has notSince December 31, since the Balance Sheet Date------------------------------------ 1997, and except as described disclosed on Schedule 4.232.7 or as contemplated by this ---------- Agreement, there has not been with respect to Target: (ia) Incurred any material obligation change in the assets, operations, liabilities, earnings, prospects, business or liability condition (absolute, accrued, contingent financial or otherwise) except for obligations that has been or liabilities incurred which the Sole Shareholder reasonably should expect to have, individually or in the ordinary courseaggregate with other changes, and a Material Adverse Effect; (b) any such obligation damage, destruction or liability incurred in casualty loss (whether or not covered by insurance) which has been or which the ordinary course would not Sole Shareholder reasonably should expect to have a Material Adverse Effect; (c) any increase in the compensation payable to any director, except for claimsofficer, if any, that are adequately covered by insurance; (ii) Discharged employee or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) agent other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date routine increases made in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased consistent with past practice, or established any reserve or accrual for taxes bonus, incentive compensation, service award or other liability on its books like benefit, granted, made or otherwise provided thereforaccrued, except (a) as disclosed on the Balance Sheetcontingently or otherwise, to or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance credit of any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any such director, officer, employee or agent, or any employee welfare, pension, retirement or similar payment or arrangement made or agreed to by means of Target with respect to any bonus or pension plan, contract or other commitment increased the compensation of any such director, officer, employee or agent, other than regularly scheduled increases that are consistent pursuant to the existing plans disclosed on Schedule 2.14(c)(i); ------------------- (d) any addition to, or modification of, any profit sharing, bonus, deferred compensation, insurance, pension, retirement or other employee benefit plan, arrangement or practice described on Schedule 2.14(c)(i) other than accruals in accordance with past practices; the normal ------------------- practices of Target and the extension of coverage to employees who became eligible after December 31, 1997; (viiie) Authorized any capital expenditure for real estate sale, assignment or leasehold improvementstransfer (including, machinerywithout limitation, equipment any collateral assignment or molds the granting or permitting of any lien, charge or encumbrance arising other than in excess connection with the creation of $10,000.00 a security interest in after-acquired property under a security agreement disclosed on Schedule 2.8) of any asset, property or ------------ right (except sales of inventory and sale or disposal of worn out and obsolete fixed assets, each in the aggregate; ordinary course of business); (ixf) Except for this Agreementany amendment, entered into modification, waiver or cancellation of any material transaction; (x) Issued any stocks, bondsdebt owed to, or other corporate securitiesclaim of, Target or made any declaration or payment settlement of any dividend dispute involving any payment or any distribution in respect of its capital stock; other obligation due to or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule 2.08 hereto and except as otherwise expressly contemplated by this Agreement or in connection with the Nextel Transactions or the transactions contemplated by the Credit Documents, since September 30, 1998, neither the Balance Sheet Date, except as described on Schedule 4.23Company nor any of its subsidiaries has: (i) Incurred issued any material obligation stock, bonds or liability other corporate securities (absoluteincluding stock options), accrued, contingent other than upon the exercise of any options or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurancewarrants listed on Schedule 2.03; (ii) Discharged borrowed or satisfied refinanced any lien amount or encumbranceincurred any material liabilities (absolute or contingent), or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, revolving credit facility borrowings and (b) liabilities trade payables incurred since the Balance Sheet Date in the ordinary course of business that consistent with past practice; (iii) discharged or satisfied any material Claim or incurred or paid any obligation or liability (absolute or contingent) other than liabilities shown on the Balance Sheet and liabilities incurred since the date of the Balance Sheet, the discharge, satisfaction or incurrence of which would not have have, individually or in the aggregate, a Material Adverse Effect; (iiiiv) Increased declared or established made any reserve payment or accrual for taxes distribution to stockholders, or purchased or redeemed any shares of its capital stock or other liability on its books or otherwise provided therefor, except securities (aother than repurchases from former employees) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingexcess of $50,000; (ivv) Mortgagedexcept in the ordinary course of business mortgaged, pledged or subjected to any lien, charge or other encumbrance lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable; (vvi) Sold sold, assigned or transferred any of its assets material tangible assets, or cancelled canceled any material debts or claims or waived any rightsClaim, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessconsistent with past practice; (vii) Incurred sold, assigned or transferred any significant labor trouble material Intellectual Property Rights (as hereinafter defined) or granted other intangible assets, except in the ordinary course of business consistent with past practice; (viii) waived any general rights of substantial value, other than in the ordinary course of business consistent with past practice; (ix) other than in the ordinary course of business consistent with past practice or uniform as required by the terms of any written agreements disclosed to the Purchaser, made any material increase in salary the compensation (including, without limitation, the rate of commissions) payable to, or wages payable or to become payable by it to any payment of a material cash bonus to, any director, officer, employee or agentof, or by means consultant or agent to, the Company or any of its subsidiaries or any other material change in the terms or conditions of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transactionemployment relationship; (x) Issued announced any stocksplan or legally binding commitment to create any employee benefit plan, bondsprogram or arrangement or to amend or modify in any material respect any existing employee benefit plan, program or other corporate securities, arrangement; (xi) eliminated the vesting conditions or made any declaration or otherwise accelerated the payment of any dividend compensation, including any stock options; (A) utilized accounting principles different from those used in the preparation of the financial statements referred to in Section 2.07, (B) changed in any manner its method of maintaining its books of account and records from such methods as in effect on September 30, 1998 or (C) accelerated the booking of revenues or deferred the booking of expenses, except in any distribution in respect of its capital stocksuch case to the extent required by GAAP; or (xixiii) Experienced damageexcept in connection with this Agreement, destruction the Merger Agreement and the Credit Documents and the transactions contemplated hereby and thereby, entered into any agreement, letter of intent or loss similar undertaking to take any of the actions listed in clauses (whether or not covered by insurancei) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthrough (xii) above.

Absence of Certain Changes or Events. The (a) Except as set forth in Section 4.7(a) of the Subject Company has notDisclosure Schedule, since June 30, 1998, no event has occurred which has had or could reasonably be expected to have, individually or in the Balance Sheet Dateaggregate, except (net of any revenues or other tangible benefits related to such event) a Material Adverse Effect. (b) Except as described set forth in Section 4.7(b) of the Subject Company Disclosure Schedule, since June 30, 1998, Subject Company and its Subsidiaries have carried on Schedule 4.23:their respective businesses in all material respects in the ordinary course of business, and neither Subject Company nor any of its Subsidiaries has (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date normal increases in the ordinary course of business that would not have a Material Adverse Effect; consistent with past practice and except as required by applicable law, increased the wages, salaries, compensation, pension or other fringe benefits or perquisites payable to any officer or director, other than Persons newly hired for such position, from the amount thereof in effect as of June 30, 1998, or granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay, or paid any bonus, in each case to any such officer or director, other than pursuant to preexisting agreements or arrangements, (ii) suffered any strike, work stoppage, slow-down or other labor disturbance, (iii) Increased incurred any liability or established obligation of any reserve nature (whether accrued, absolute, contingent or accrual for taxes or other liability on its books or otherwise provided thereforotherwise), except those liabilities or obligations (aA) as disclosed reflected on the Balance Sheet, most recent consolidated balance sheet of Subject Company and its Subsidiaries referred to in Section 4.5 hereof or (bB) as may have been required under generally accepted accounting principles due to income earned or expense accrued since incurred in the Balance Sheet Date and as disclosed to the Purchaser in writing; ordinary course of business consistent with past practice, (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred permitted any of its assets to be subjected to any Lien, except for Permitted Liens, (v) discharged or cancelled satisfied any debts Lien or claims paid any obligation or waived any rightsliability in an amount exceeding $10,000, except in the ordinary course of business and which would not have a Material Adverse Effect; consistent with past practice, (vi) Disposed sold, transferred or otherwise disposed of any assets except for assets sold, transferred or permitted to lapse any patents or trademarks or any patent or trademark applications material to otherwise disposed of in the operation ordinary course of its business; business consistent with past practice, (vii) Incurred made any significant labor trouble capital expenditure or granted commitment therefor, except those made in the ordinary course of business in an amount less than $10,000 other than Subject Company New Acquired Centers and Subject Company New Developed Centers, (viii) declared or paid any general dividend or uniform increase in salary or wages payable or to become payable by it to made any director, officer, employee or agentdistribution on any shares of its capital stock, or by means redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares, (ix) entered into any agreement or transaction, or amended or terminated any agreement, with an Affiliate, (x) canceled or waived any material claims or rights, (xi) made any change in any method of accounting or auditing practice, (xii) made any acquisition of, or investment in, all or substantially all of the property or assets of any bonus or pension planother individual, contract corporation or other commitment increased the compensation of entity other than a wholly owned Subsidiary and other than Subject Company New Acquired Centers and Subject Company New Developed Centers, (xiii) otherwise conducted its business or entered into any director, officer, employee or agenttransaction, other than regularly scheduled increases that are this Agreement and related transactions, except in the ordinary course of business consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities(xiv) agreed, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in writing, to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company Since the Financial Statements Date, the Target has notconducted its businesses in the ordinary and regular course of business consistent, where relevant, with past practice and, except as set forth on Schedule 3.1(k) of the Disclosure Schedule, since the Balance Sheet Financial Statements Date, except as described on Schedule 4.23the Target has not: (i) Incurred incurred any material obligation or liability (absolute, accrued, contingent fixed or otherwisecontingent) except for other than obligations or liabilities incurred in the ordinary coursecourse of business, and has not incurred any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceIndebtedness; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability liabilities (absolutefixed or contingent), accrued, contingent or otherwise) other than (a) liabilities shown obligations or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectbusiness; (iii) Increased created any Encumbrance upon any of its properties or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingAssets; (iv) Mortgagedsold, pledged assigned, transferred, leased or subjected to any lien, charge or other encumbrance otherwise disposed of any of its assets, tangible properties or intangibleAssets; (v) Sold purchased, leased or transferred otherwise acquired any of its assets properties or Assets except for any properties or Assets which do not, in the aggregate, exceed $5,000; (vi) waived, cancelled any debts or claims or waived written off any rights, claims, accounts receivable or any amounts payable to it except for immaterial rights, claims, accounts receivable or amounts payable waived, cancelled or written off in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to do not, in the operation of its businessaggregate, exceed $2,000; (vii) Incurred suffered any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that which would individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Target Business or experienced the financial condition of the Target; (viii) suffered any other material adverse change or changes individually or in extraordinary loss relating to the aggregate that Target Business which would reasonably be expected to have a Material Adverse EffectEffect on the Target Business or the financial condition of the Target; (ix) made or incurred any Material Adverse Change in, or become aware of any event or condition which would reasonably be expected to have a Material Adverse Effect on, the Target Business or financial condition of the Target or its relationship with customers, suppliers or employees; (x) made any Material Adverse Change with respect to any method of management, operation or accounting in respect of the Target Business; (xi) increased any form of compensation or other benefits payable or to become payable to any of the employees, independent representatives, agents or contractors of the Target other than in the ordinary course of business; (xii) suffered a Material Adverse Change with respect to the Target Business; or (xiii) entered into, amended, relinquished, terminated or not renewed any Material Contract other than this Agreement, or authorized, agreed or otherwise become committed to do any of the foregoing.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except Except as expressly contemplated by this Agreement or as described on Schedule 4.23: (i) Incurred any material obligation 3.08 or liability (absoluteSchedule 3.09, accruedsince June 29, contingent or otherwise) except for obligations or liabilities incurred in 1996, Seller and each of the ordinary course, and any such obligation or liability incurred in the ordinary course would not Subsidiaries have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date conducted their respective businesses only in the ordinary course of business that would consistent with past practice, and there is not and has not been (a) any Material Adverse Change or (b) any condition, event or occurrence which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iii) Increased Effect or established any reserve or accrual for taxes or other liability on its books or otherwise provided thereforgive rise to a Material Adverse Change. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or except as described on Schedule 3.08 or Schedule 3.09, neither Seller nor any of the Subsidiaries has, since June 29, 1996: (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into incurred any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance); (i) except to the extent specifically required by any Seller Plan, increased the compensation or benefits of any of the current or former directors, officers or employees of Seller or any Subsidiary (except for increases in compensation or benefits to employees who are not directors or officers of Seller or any Subsidiary in the ordinary course of business consistent with past practice) or paid to any such individuals any benefit not required by a Seller Plan or an existing agreement, (ii) granted any severance or termination pay or entered into any employment or severance agreement or arrangement with any present or former director, officer or employee of Seller or any Subsidiary or amendment of any such arrangement or agreement (including any increase or acceleration of any benefit payable under Seller's or any Subsidiary's pay policies in effect on the date hereof), (iii) accelerated the vesting of any stock options, settled any stock options for cash or authorized the lapse of any restrictions on any Restricted Shares, or (iv) established, adopted, entered into, amended or terminated any (1) collective bargaining agreement or (2) plan or agreement to provide bonuses, profit sharing, stock options, restricted stock, pensions, retirement benefits, deferred compensation, employment or benefits upon termination for the benefit of any directors, officers or any employees of Seller or any Subsidiary, including any amendment to the ESOP; (c) incurred any Indebtedness other than Indebtedness incurred in the ordinary course of business consistent with past practice under the Revolving Credit Facility, or, other than in the ordinary course of business consistent with past practice and in an aggregate amount not exceeding $100,000, incurred, assumed or guaranteed or taken any other act to become responsible for any Liability of any other Person or made any loan or advance to any Person; (d) except as described in Seller's annual capital expenditures budget for fiscal 1997 (a true and complete copy of which is included on Schedule 3.08(d)) (the "CapEx Budget"), made any capital expenditure or commitment for any capital expenditure, other than expenditures in the ordinary course of business consistent with past practice (provided that any expenditure or commitment for new stores, store remodelling, store expansions, warehouse and distribution expansions, property purchases or leases or sale/leasebacks shall not be considered to be ordinary course); (e) merged or consolidated with, acquired an interest in, or purchased any securities or assets of, any Person or otherwise acquired any assets, except for acquisitions in the ordinary course of business consistent with past practice; (f) entered into a joint venture, partnership or similar arrangement with any Person; (g) leased, sold, assigned or otherwise disposed of any properties or assets, except for dispositions in the ordinary course of business consistent with past practice; (h) terminated, discontinued, closed or disposed of any facility or business operation or otherwise changed the general character or conduct of its business; (i) except for Permitted Changes, authorized, issued, sold or repurchased any capital stock, notes, bonds or other securities, or any option, warrant or other right to acquire the same; (j) declared, set aside or paid any dividends or distributions (whether in cash, stock or property) in respect of any capital stock of Seller or any such Subsidiary; (k) amended its articles of incorporation, bylaws or other comparable charter or organizational documents; (l) made any change in the financial or accounting practices or policies customarily followed by it; (m) written down the value of any tangible assets or written off as uncollectible any debt, notes or accounts receivable, or made any other write-downs or write-offs, except write-downs and write-offs made in the ordinary course of business in accordance with GAAP and consistent with past practice; (n) licensed, mortgaged, pledged or otherwise encumbered or subjected to any Lien any assets, other than pursuant to Permitted Liens; (o) let lapse or terminate or failed to renew any Permit, other than with respect to Permits the failure of which to be in effect would not have, individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have aggregate, a Material Adverse Effect; (p) entered into any vendor allowance contract or agreement or similar contract or agreement with a term in excess of one year (including pursuant to any renewal provision) and which provides for payments (or pursuant to which payments can reasonably be expected to be made) in excess of $100,000 during the term of the contract or agreement or taken any significant steps with respect to entering into any of the foregoing; (q) entered into any merchandising or distribution or similar contract or agreement or taken any significant steps with respect to entering into any of the foregoing, other than in the ordinary course consistent with past practice with respect to contracts or agreements which do not provide for payments (or pursuant to which payments can reasonably be expected to be made) in excess of $100,000 during any one-year period or $250,000 during the term of the contract or agreement; (r) other than in the ordinary course consistent with past practice, engaged in any forward buying or made any change in its customary selling, pricing, advertising, billing or return practices; (s) waived, settled or compromised any rights having a value exceeding $10,000 individually or $50,000 in the aggregate, or settled any pending or threatened Action in an amount in excess of $10,000 individually or $50,000 in the aggregate; (t) cancelled any Indebtedness or repaid any Indebtedness; (u) failed to pay any creditor any amount owed to such creditor when due (after the expiration of any applicable grace periods) other than in the ordinary course of business consistent with past practice; (v) paid any Liability before the same became due in accordance with its terms other than in the ordinary course of business consistent with past practice; or (w) entered into any contract, agreement or arrangement, or made any commitment, to do any of the foregoing.

Absence of Certain Changes or Events. The Company has not(a) Except as set forth in Section 5.7(a) of the Parent Disclosure Schedule, since June 30, 1998, no event has occurred which has had or could reasonably be expected to have, individually or in the Balance Sheet Dateaggregate, except (net of any revenues or other tangible benefits related to such event) a Material Adverse Effect. (b) Except as described set forth in Section 5.7(b) of the Parent Disclosure Schedule, since June 30, 1998, Parent and its Subsidiaries have carried on Schedule 4.23:their respective businesses in all material respects in the ordinary course of business, and neither Parent nor any of its Subsidiaries has (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date normal increases in the ordinary course of business that would not have a Material Adverse Effect; consistent with past practice and except as required by applicable law, increased the wages, salaries, compensation, pension or other fringe benefits or perquisites payable to any officer or director, other than Persons newly hired for such position, from the amount thereof in effect as of June 30, 1998, or granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay, or paid any bonus, in each case to any such officer or director, other than pursuant to preexisting agreements or arrangements, (ii) suffered any strike, work stoppage, slowdown or other labor disturbance, (iii) Increased incurred any liability or established obligation of any reserve nature (whether accrued, absolute, contingent or accrual for taxes or other liability on its books or otherwise provided thereforotherwise), except those liabilities or obligations (aA) as disclosed reflected on the Balance Sheetmost recent consolidated balance sheet of Parent and its Subsidiaries referred to in Section 5.5 hereof, (B) incurred in the ordinary course of business consistent with past practice or (bC) as may have been required incurred under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; Credit Agreement, (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred permitted any of its assets to be subjected to any Lien except pursuant to the Credit Agreement and the security documents executed in connection therewith and except for any Permitted Liens, (v) discharged or cancelled satisfied any debts Lien or claims paid any obligation or waived any rightsliability in an amount exceeding $10,000, except in the ordinary course of business and which would not have a Material Adverse Effect; consistent with past practice, (vi) Disposed sold, transferred or otherwise disposed of any assets except for assets sold, transferred or permitted to lapse any patents or trademarks or any patent or trademark applications material to otherwise disposed of in the operation ordinary course of its business; business consistent with past practice, (vii) Incurred made any significant labor trouble capital expenditure or granted commitment therefor, except those made in the ordinary course of business in an amount less than $10,000 other than Parent New Acquired Centers and Parent New Developed Centers, (viii) declared or paid any general dividend or uniform increase in salary or wages payable or to become payable by it to made any director, officer, employee or agentdistribution on any shares of its capital stock, or by means redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares, (ix) entered into any agreement or transaction, or amended or terminated any agreement, with an Affiliate, (x) canceled or waived any material claims or rights, (xi) made any change in any method of accounting or auditing practice, (xii) made any acquisition of, or investment in, all or substantially all of the property or assets of any bonus or pension planother individual, contract corporation or other commitment increased the compensation of entity other than a wholly owned Subsidiary and other than Parent New Acquired Centers and Parent New Developed Centers, (xiii) otherwise conducted its business or entered into any director, officer, employee or agenttransaction, other than regularly scheduled increases that are this Agreement and related transactions, except in the ordinary course of business consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities(xiv) agreed, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in writing, to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has Companies have not, since the Balance Sheet Date, except as described on Schedule 4.234.23 hereto: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred by the Companies in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would sale or transfer has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 5,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectaffecting its financial condition, assets, liabilities or business.

Absence of Certain Changes or Events. The Since the Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, Company and any such obligation or liability incurred the Benefactum Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and there is not and has not been any: (a) Material Adverse Effect with respect to the Company and the Benefactum Subsidiaries; (b) event which, if it had taken place following the execution of this Agreement, would not have a Material Adverse Effect, except for claims, if any, that are adequately covered been permitted by insuranceSection 5.1 without prior consent of Parent; (iic) Discharged condition, event or satisfied occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the Transactions; (d) incurrence, assumption or guarantee by the Company and the Benefactum Subsidiaries of any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) indebtedness for borrowed money other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability and in amounts and on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are terms consistent with past practices; (viiie) Authorized creation or other incurrence by the Company and the Benefactum Subsidiaries of any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 Lien on any asset other than in the aggregateordinary course consistent with past practices; (ixf) Except for this Agreementlabor dispute, entered into other than routine, individual grievances, or, to the Knowledge of the Company, any material transactionactivity or proceeding by a labor union or representative thereof to organize any employees of the Company and the Benefactum Subsidiaries or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (xg) Issued payment, prepayment or discharge of liability other than in the ordinary course of business or any stocks, bonds, failure to pay any liability when due; (h) material write-offs or other corporate securities, or made any declaration or payment write-downs of any dividend or any distribution in respect Assets of its capital stock; orthe Company and the Benefactum Subsidiaries; (xii) Experienced damage, destruction or loss having, or reasonably expected to have, a Material Adverse Effect on the Company and the Benefactum Subsidiaries; (whether j) other condition, event or not covered by insurance) that would occurrence which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have give rise to a Material Adverse EffectEffect with respect to the Company and the Benefactum Subsidiaries; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company and the Benefactum Subsidiaries relating to their Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or the Benefactum Subsidiaries or any Contract or other right, in either case, material to the Company or the Benefactum Subsidiaries, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (l) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. The Company has notSince January 1, since the Balance Sheet Date2015, except as described on Schedule 4.23: (i) Incurred any material obligation a consequence of or liability (absoluteas contemplated by this Agreement, accrued, contingent or otherwise) except for obligations or liabilities incurred each of the Acquired Companies has conducted its operations in the ordinary courseOrdinary Course of Business and has not experienced any events, and any such obligation developments or liability incurred changes which, individually or in the ordinary course aggregate, would not be reasonably likely to have a Material Adverse Effect. Without limiting the generality of the foregoing, except for claimsas a consequence of or as contemplated by this Agreement, if anysince January 1, that are adequately covered by insurance2015, none of the Acquired Companies has: (a) amended its Organizational Documents; (iib) Discharged or satisfied amended in any lien or encumbrancematerial respect, terminated, or paid cancelled any Material Contract (or satisfied any obligations or liability (absoluteContract that if not for such termination would be a Material Contract), accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course Ordinary Course of business that would not have a Material Adverse EffectBusiness; (iiic) Increased terminated, cancelled, compromised or established settled any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingmaterial Litigation; (ivd) Mortgagedsold, pledged pledged, assigned, transferred, leased (as lessor or subjected to lessee), subleased (as lessor or lessee), licensed (as licensor or licensee) or otherwise disposed of any lien, charge material properties or other encumbrance any of its assets, tangible real, personal or intangiblemixed (including leasehold interests and intangible property) owned, leased or otherwise held, other than in the Ordinary Course of Business; (ve) Sold made, revoked or transferred changed any material Tax election or material method of its assets Tax accounting or cancelled settled or compromised any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effectmaterial liability relating to Taxes; (vif) Disposed made any material change to its financial accounting methods, principles or practices, except as required by GAAP; (g) incurred, assumed or guaranteed any indebtedness for borrowed money that will not be discharged in full at Closing; (h) transferred, assigned or granted any license or sublicense of any material rights under or permitted with respect to lapse any patents of the Company Owned Intellectual Property, other than in the Ordinary Course of Business; (i) entered into any new line of business or trademarks abandoned or any patent or trademark applications material to the operation discontinued existing lines of its business; (viij) Incurred adopted any significant labor trouble plan of merger, consolidation, reorganization, liquidation or granted dissolution or filed a petition in bankruptcy under any general provisions of federal or uniform increase in salary state bankruptcy Law or wages payable or consented to become payable by it to any director, officer, employee or agent, or by means the filing of any bonus bankruptcy petition against it under any similar Law; (k) accelerated, written off or pension plan, contract or other commitment increased the compensation of discounted any director, officer, employee or agentaccounts receivable, other than regularly scheduled increases that are consistent with past practicesin the Ordinary Course of Business; (viiil) Authorized delayed paying payables or other liabilities of any capital expenditure for real estate Acquired Company when due or leasehold improvementsdeferred expenses, machinery, equipment or molds in excess of $10,000.00 other than in the aggregateOrdinary Course of Business; (ixm) Except for this Agreementsuffered the loss of employment of any key employee or group of employees of any Acquired Company or been notified that any such person or group of persons intends to terminate employment; (n) entered into or terminated any employment contract (other than any contract terminable on no more than 30 days’ notice without the payment of severance) or collective bargaining agreement, or materially modified the terms of any existing such contract or agreement, or entered into any material transactioncollective bargaining relationship; (xo) Issued slowed or deferred any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stockexpenditures; or (xip) Experienced damageagreed, destruction whether in writing or loss otherwise, to take any of the actions specified in clauses (whether or not covered by insurancea) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect- (o) above.

Absence of Certain Changes or Events. The Company has notExcept for the issuance of additional SMAART Debentures, since the Balance Sheet DateSeptember 30, 2017, and except as described on Schedule 4.23otherwise disclosed in writing or to Adira, neither SMAART nor any SMAART Subsidiary has: (i) Incurred incurred any material obligation or liability (absoluteliability, accruedfixed or contingent, contingent except normal trade or otherwise) except for business obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effectof the Business, except for claims, if any, that are adequately covered by insurancenone of which is materially adverse to SMAART or any SMAART Subsidiary; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations obligation or liability (absoluteliability, accruedfixed or contingent, contingent or otherwise) other than (a) except: A. current liabilities shown or reflected on included in the Balance Sheet, and (b) SMAART Financial Statements; B. current liabilities incurred since the Balance Sheet Date December 31, 2016 in the ordinary course of business that would not have a Material Adverse Effectthe Business, and C. re-scheduled payments pursuant to obligations under loan agreements or other contracts or commitments described in the SMAART Financial Statements; (iii) Increased created any material Encumbrance upon any of its properties or established any reserve or accrual for taxes or other liability on its books or otherwise provided thereforthe SMAART Assets, except (a) as disclosed on described in this Agreement or in the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingschedules hereto; (iv) Mortgagedsold, pledged assigned, transferred, leased or subjected to any lien, charge or other encumbrance otherwise disposed of any of its assets, tangible material properties or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsthe SMAART Assets, except in the ordinary course of business and which would not have a Material Adverse Effectthe Business; (v) purchased, leased or otherwise acquired any material properties or assets, except in the ordinary course of the Business; (vi) Disposed of waived, cancelled or permitted written-off any rights, claims, accounts receivable, any amounts payable to lapse any patents or trademarks SMAART or any patent or trademark applications material to SMAART Subsidiary, except in the operation ordinary course of its businessthe Business; (vii) Incurred entered into any significant labor trouble transaction, contract, agreement or granted any general or uniform increase commitment, except in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means the ordinary course of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesBusiness; (viii) Authorized suffered any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually which has materially adversely affected or could materially adversely affect the Business or the condition of SMAART or any SMAART Subsidiary; (ix) increased any form of compensation or other benefits payable or to become payable to any of the employees of SMAART or any SMAART Subsidiary, except increases made in the aggregate have ordinary course of the Business or the establishment of compensation for new employees; (x) suffered any extraordinary loss relating to the Business or the SMAART Assets; (xi) made a Material Adverse Effect declaration of force majeure with respect to its Business or experienced any other material adverse change agreements to which it is a party; or (xii) authorized, agreed or changes individually or in otherwise become committed to do any of the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has notFor the period ------------------------------------ commencing on October 1, since 1998 and ending on the Balance Sheet Datedate hereof, except as described disclosed in Section 3.8 of the Disclosure Schedule or as contemplated by this Agreement, MLP and each of its Subsidiaries has conducted its business in the ordinary course consistent with past practice, there has not occurred any event which would reasonably be expected to have a Material Adverse Effect and neither MLP nor any of its Subsidiaries has done any of the following during the period commencing on Schedule 4.23October 1, 1998 and ending as of the date hereof: (i) Incurred issued any material obligation notes, bonds or liability (absoluteother debt securities or any Units or other equity securities or any securities convertible, accrued, contingent exchangeable or otherwise) exercisable into any Units or other equity securities except for obligations upon the exercise or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceextinguishment of Options; (ii) Discharged except for indebtedness under the Foothill Facility, incurred any indebtedness for borrowed money, individually or satisfied any lien or encumbrancein the aggregate, or paid or satisfied any obligations or liability (absolutein excess of $100,000, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities except such indebtedness incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectconsistent with past practice; (iii) Increased granted any Lien on any material asset (whether tangible or established any reserve intangible) other than Permitted Liens or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingLiens securing Funded Indebtedness; (iv) Mortgagedestablished or materially increased any bonus, pledged insurance, severance, deferred compensation, pension, retirement, profit sharing, option (including the granting of options or subjected performance awards) or other employee benefit plan, or otherwise materially increased the compensation payable to or to become payable to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightskey employee, except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice or as may be required by law or applicable employment agreement or collective bargaining agreement; (viv) Disposed entered into any employment or severance agreement with any employee, other than any employment agreement entered into in the ordinary course of business providing for compensation of not more than $50,000 per annum and not providing any material severance benefits or permitted to lapse other payment or benefit after the termination of employment thereunder except as required by Law; (A) declared, set aside or pay any patents distributions (whether in cash, equity securities, partnership interests or trademarks other property) in respect of its partnership interests or equity securities; (B) redeemed, purchased or otherwise acquired any of its partnership interests or equity securities or any patent other securities or trademark applications material to obligations convertible into or exercisable or exchangeable for partnership interests or equity securities; or (C) sold, assigned, transferred, leased or otherwise disposed of any assets other than the operation sale of its inventory in the ordinary course of business and the sale or other disposition or replacement of used or obsolete equipment in the ordinary course of business; (vii) Incurred (A) acquired (by merger, consolidation, acquisition of stock or assets or otherwise) any significant labor trouble corporation, partnership or granted any general other business organization or uniform increase in salary division thereof or wages payable or to become payable by it to any director, officer, employee or agentmaterial assets outside the ordinary course of business, or by means (B) assumed, granted, guaranteed or endorsed, or otherwise as an accommodation become responsible for, the obligations of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, Person (other than regularly scheduled increases that are consistent with past practicesMLP and its Subsidiaries), or made any loans, advances (other than advances of expenses to employees in the ordinary course of business) or distributions of cash (other than by any Subsidiary of MLP to MLP); (viii) Authorized except as required by law or changes required by GAAP, materially changed any capital expenditure for real estate method of accounting used by MLP or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregateits Subsidiaries; (ix) Except amended the Certificate of Limited Partnership, Partnership Agreement, or other constitutive documents of MLP or any of its Subsidiaries in any respect materially adverse to MLP, Parent or Sub; (x) except in the ordinary course of business consistent with past practice, amended any Material Contract (as hereinafter defined), or any material portion of any existing contract or agreement of MLP or any of its Subsidiaries, in any respect materially adverse to MLP, Parent or Sub; (xi) except in the ordinary course of business consistent with past practice, taken any action with the intention of causing a material slowdown in sales or reduction in capital expenditures, including under the 1998 capital expenditure plan set forth in Section 5.1(b)(x) of the Disclosure Schedule; (xii) except (A) for the furnishing of credit support arrangements in connection with the Foothill Facility and (B) as contemplated in this Agreement, entered into any material transactiontransaction with an Affiliate or partner of MLP; (xxiii) Issued amended any stocksTax Return or settled any material controversy with respect to Taxes; (xiv) suffered any damage, bondsdestruction or casualty loss exceeding in the aggregate $100,000, except for any damage or other corporate securitieslosses covered by insurance; (xv) sold, assigned, licensed or made transferred any declaration or payment of any dividend or any distribution in respect of its capital stockmaterial Intellectual Property; or (xixvi) Experienced damage, destruction entered into any settlement or loss other agreement with BMI or any material agreement with EAIC Corp. (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced including any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectamendment to any existing agreement).

Absence of Certain Changes or Events. The Company Since August 31, 2012, the Electrical Business has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred been conducted in the ordinary courseOrdinary Course of Business and has not suffered any Material Adverse Effect and no event, and any such obligation action or liability incurred circumstance has occurred which would be reasonably likely to result in the ordinary course would not have a Material Adverse Effect. Without limiting the generality of the foregoing, except for claimsas set forth on Section 3.10 of the Disclosure Schedule, if anysince August 31, that are adequately covered by insurance;2012: (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance SheetSeller and its Subsidiaries have not sold, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books leased, licensed, transferred, assigned, abandoned or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to disposed of any lien, charge or other encumbrance any of its material assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, used in the Electrical Business, except in the ordinary course Ordinary Course of business and which would not have a Material Adverse EffectBusiness or pursuant to the Electrical Reorganization; (vib) Disposed the Seller and its Subsidiaries have not purchased, leased or otherwise acquired any material properties or assets for the Electrical Business, except in the Ordinary Course of Business or permitted to lapse any patents or trademarks or any patent or trademark applications material pursuant to the operation of its businessElectrical Reorganization; (viic) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any directorno party has accelerated, officerterminated, employee or agentmade material modifications to, or by means of cancelled any bonus Material Contract or pension planany Contract that would have been a Material Contract if not modified, contract terminated or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicescancelled; (viiid) Authorized any the Seller and its Subsidiaries have not made capital expenditure for real estate or leasehold improvements, machinery, equipment or molds expenditures materially in excess of $10,000.00 in the aggregatecapital expenditure budget relating to the Electrical Business provided to the Buyer prior to the date hereof; (ixe) Except for this Agreementthe Seller and its Subsidiaries have not created, entered into incurred, assumed, or guaranteed any material transactionindebtedness for borrowed money or any material capitalized lease obligations; (xf) Issued the Electrical Business has not experienced any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced material and uninsured damage, destruction destruction, or loss (whether or not covered by insurance) that would individually to material property relating to the Electrical Business; (g) the Seller and its Subsidiaries have not made any material changes to the policies of the Electrical Business with respect to the payment of accounts payable or accrued expenses or the collection of the accounts receivable or other receivables, including any acceleration of the collection of accounts receivable or deferral of the payment of accounts payable, or made any write down in the aggregate value of its inventory, in each case, in a manner that is outside of the Ordinary Course of Business; (h) the Seller or any of its Subsidiaries has not made any material changes in financial or Tax accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by or with respect to the Electrical Business, other than such changes required by GAAP or Tax law, as applicable; (i) the Acquired Companies have a Material Adverse Effect or experienced not amended any other provision of any of their Organic Documents; (j) the Electrical Business has not made any material adverse change or changes individually or in the aggregate manner in which it extends discounts or credits to its customers; (k) there has not been any employment, severance, termination, retention, change of control or similar agreements or arrangements entered into or modified with respect to any Electrical Employee, or any bonuses, salary increases, severance or termination pay made or granted to any Electrical Employee or other increase in the compensation or benefits provided to any current or former employee of the Electrical business, in each case, in a manner that would is outside of the Ordinary Course of Business; (l) the Seller and its Subsidiaries have not made, changed, or revoked any material Tax election, amended any Tax Return, settled any Tax claim or assessment, surrendered in writing any right to claim a Material Adverse Effectrefund of Taxes or consented to extend or waive the statute of limitations applicable to any Tax claim or assessment with respect to the Electrical Business except pursuant to the Electrical Reorganization; and (m) the Seller and its Subsidiaries have not committed to any of the foregoing with respect to the Electrical Business.

Absence of Certain Changes or Events. The Company has not, since Since the Balance Sheet Date, except as described on Schedule 4.23DesignFX has not: (i) Incurred issued, delivered or agreed to issue or deliver any material Units, other membership interest, bonds or other Company securities, or granted or agreed to grant any options (including employee stock options), warrants or other rights for the issue thereto except as contemplated herein; (ii) borrowed or agreed to borrow any funds except indebtedness due to Commerce Bancorp, Inc., not in excess of the amount thereof shown on the Balance Sheet; (iii) incurred any obligation or liability (liability, absolute, accrued, contingent or otherwise) , whether due or to become due, except current liabilities for trade obligations or liabilities incurred in the ordinary course, and any such obligation or liability due to third parties incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceof business and consistent with prior practice; (iiiv) Discharged discharged or satisfied any lien Encumbrance other than those then required to be discharged or encumbrancesatisfied, or paid any obligation or satisfied any obligations or liability (liability, absolute, accrued, contingent or otherwise) , whether due or to become due, other than (a) current liabilities shown or reflected on the Balance Sheet, Sheet and (b) current liabilities not in excess of $1,500 incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangibleconsistent with prior practice; (v) Sold sold, transferred, leased to others or transferred otherwise disposed of any of its assets or cancelled any debts or claims or waived any rightsassets, except for inventories sold for fair consideration in the ordinary course of business and which would not have a Material Adverse Effectassets no longer used or useful in the conduct of its business, or canceled or compromised any debt or claim, or waived or released any right of substantial value; (vi) Disposed except as set forth in Schedule 5.J, received any notice of termination of any contract, lease or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agentother agreement, or by means of suffered any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually which, in any case or in the aggregate have aggregate, has had or might reasonably be expected to have, a Material Adverse Effect material adverse effect on its condition (financial or experienced otherwise), properties, assets, liabilities, operations or prospects; (vii) reduced its inventories or supplies below normal and adequate levels for the continuation of business in the usual course; (viii) encountered any labor union organizing activity, had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any other labor trouble other than routine grievance matters none of which is material, or had any material adverse change in its relations with its employees, agents, customers or changes individually suppliers; (ix) transferred or granted any rights under, or entered into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, invention or similar rights, or modified any existing rights with respect thereto; (x) except as set forth in Schedule 5.J, made any accrual or arrangement for any payment or any bonus, or any severance or termination pay to (a) any present or former officer or employee who is or was receiving compensation at an annual rate in excess of $10,000; or (b) any person, firm or corporation which is or was furnishing professional or consulting services to DesignFX; (xi) increased the rate of compensation payable or to become payable by it to any of its directors, officers or employees who is or was receiving compensation at an annual rate in excess of $10,000; entered into an employment agreement or amended any employment agreement for any such person; or made any material increase in any insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such director, officer or employees; (xii) except as set forth in Schedule 5.J, declared or made, or agreed to declare or make, any payment of distributions of any assets of any kind whatsoever to any Seller or any affiliate of any Seller, or purchased or redeemed, or agreed to purchase or redeem, any of its Units, or made or agreed to make any payment to any Seller or any affiliate of any Seller, whether on account or with respect to long-term debt, management fees or otherwise; (xiii) suffered any other change, event or condition which, in any case or in the aggregate that would aggregate, has had or is reasonably expected to have a Material Adverse Effectmaterial adverse effect on its condition (financial or otherwise), properties, assets, liabilities, operations, business or prospects; or, (xiv) entered into any agreement or made any commitment to take any of the types of action described in any of the foregoing clauses.

Absence of Certain Changes or Events. The Company has notExcept as set forth in Section 4.11 of the Seller Disclosure Schedule, since December 31, 2005 to the Balance Sheet Datedate hereof, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date Business has been conducted in the ordinary course of business that would not have a consistent with past practice and (ii) there has been no Business Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor. Since September 30, 2006, except as set forth in Section 4.11 of the Seller Disclosure Schedule, with respect to the Business, the Sellers and their Affiliates (including the Companies and their Subsidiaries) have not: (a) Sold, leased (as disclosed on the Balance Sheetlessor or lessee), transferred or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to otherwise disposed of any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsAssets, except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (vib) Disposed Undertaken or committed to undertake capital expenditures exceeding $250,000 in the aggregate per calendar quarter, other than capital expenditures included in the Detailed Capital Expenditure Plan 2006-2008 of or permitted to lapse any patents or trademarks or any patent or trademark applications material the Business (a copy of which has been provided to the operation of its businessPurchaser); (viic) Incurred Instituted any significant labor trouble or granted material increases in any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, Business Employee other than regularly scheduled salary or hourly increases that are in the ordinary course of business consistent with past practicespractices or pursuant to employment or collective bargaining agreements, or instituted any material increase in any existing, or instituted any new, profit sharing, bonus, incentive, deferred compensation, severance, termination arrangement, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits, except as required to comply with applicable Law; (viiid) Authorized Suffered any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or casualty loss (except where such damage, destruction or casualty loss has been fully repaired or restored) with respect to any property (whether or not covered by insurance) that would individually which has had, or in the aggregate reasonably can be expected to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Business Material Adverse Effect; (e) Made any payment of payables or collection of receivables, other than in the ordinary course of business consistent with past practice; (f) Made any direct or indirect loans or other extensions of credit to any current or former directors, officers, employees, independent contractors, agents or consultants of the Business; (g) Granted any Lien (other than Permitted Liens) on the Assets; (h) Settled any Action pending or threatened against the Business in excess of $250,000; (i) Adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or convert or otherwise change its form of legal entity with respect to any of the Companies or their Subsidiaries; (j) Agreed to any material limitations on the Business from engaging or competing in any line of business or in any geographic area or location or otherwise with any Person or from soliciting or hiring any Person; (k) Made any material Tax election; (l) Authorized, approved, agreed or committed to do any of the foregoing; or (m) Acquired or disposed of any undertaking or part of one or transferred the employment of any Business Employee such that the transfer of undertakings (protection of employment) regulations 2006 (or any other domestic implementation of council directive 2001/23/EC) applied or may apply thereto.

Absence of Certain Changes or Events. The Company has notExcept as set forth in this Agreement or Schedule 3.10, since the Balance Sheet DateDecember 31, except as described on Schedule 4.23:2005, (a) there has not been (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course change that would not have a Material Adverse EffectEffect in the business, except for claimsoperations, if anyproperties, that are adequately covered by insurance;assets, or financial condition of PSHL and the PSHL Subsidiary; or (ii) Discharged or satisfied any lien or encumbrancedamage, destruction, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on loss to PSHL and the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss PSHL Subsidiary (whether or not covered by insurance) that would individually have a Material Adversely Effect on the business, operations, properties, assets, or financial condition of PSHL and the PSHL Subsidiary; (iii) any waiver of rights of value which in the aggregate are material considering the business of PSHL and the PSHL Subsidiary; (b) PSHL and the PSHL Subsidiary have not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) not otherwise in the Ordinary Course of Business, and except for capital raised by issuance of debt or equity in a private placement or other capital raising transaction deemed advisable by PSHL; (ii) paid any material obligation or liability not otherwise in the Ordinary Course of Business (absolute or contingent) other than current liabilities reflected in or shown on PSHL's consolidated balance sheet dated December 31, 2005, and current liabilities incurred since that date in the Ordinary Course of Business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights not otherwise in the Ordinary Course of Business (except assets, properties, or rights not used or useful in its business which, in the aggregate have a Material Adverse Effect value of less than $250,000), or experienced canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $250,000); (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party not otherwise in the Ordinary Course of Business if such amendment or termination is material, considering the business of PSHL and the PSHL Subsidiary; (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other material adverse change corporate securities including debentures (whether authorized and unissued or changes individually held as treasury stock); or (vi) to their Knowledge, become subject to any law or regulation which materially and adversely affects, or in the aggregate that would have a Material Adverse Effectfuture may adversely affect, the business, operations, properties, assets, or financial condition of PSHL and the PSHL Subsidiary.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in Section 5.7 of the Disclosure Schedule, since the date of the Most Recent Balance Sheet DateRazorfish has conducted its business only in the ordinary course (subject to matters related to this Agreement and similar activities relating to a possible sale of Razorfish), and since the date of the Most Recent Balance Sheet, there has been no Material Adverse Effect on Razorfish's business. Without limiting the generality of the foregoing, except as described on Schedule 4.23: set forth in Section 5.7 of the Disclosure Schedule, there has not been since the date of the Most Recent Balance Sheet, any (i) Incurred transaction entered into by Razorfish not in the ordinary course of business, which is Material; (ii) sale, transfer or other disposition or subjection to any material Lien of any of the assets or properties of Razorfish (including the factoring or selling of accounts receivable), except for the sale of services and assets in the ordinary course of business; (iii) Material deviation from historical accounting and other practices in connection with the maintenance of Razorfish's books and records, except as may be required by law, regulation or GAAP; (iv) physical damage, casualty, destruction or loss to property or assets of Razorfish, whether or not covered by insurance, which has had or can reasonably be expected to have a Material Adverse Effect; (v) declaration, setting aside or payment of any dividend or other distribution on or with respect to the shares of capital stock of Razorfish, or any direct or indirect redemption, purchase or other acquisition of any of such shares or any split, combination or reclassification of shares of capital stock declared or made by Razorfish; (vi) increase in, prepayment or delay of, or any other Material change in, any payroll or payroll tax payment practices with respect to the compensation (including benefits) payable or to become payable by Razorfish to any of its directors, officers, employees or agents, or the making of any bonus payment or similar arrangement to or with any of them; (vii) cancellation of indebtedness due to Razorfish from others except for the write-off of accounts receivable in the ordinary course of business consistent with past practice; (viii) Material obligation or liability (whether absolute, accrued, contingent or otherwiseotherwise and whether due or to become due) except for obligations created or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbranceincurred, or paid any transaction, contract or satisfied any obligations or liability (absolutecommitment entered into, accruedby Razorfish, contingent or otherwise) other than (a) liabilities shown such items created or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a and consistent with past practice; (ix) Material Adverse Effect; (iii) Increased change in the manner in which Razorfish collects accounts receivable, extends discounts or established any reserve or accrual for taxes or other liability on its books credits to customers or otherwise provided therefor, except deals with customers; (ax) as disclosed on the Balance Sheet, waiver or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to release of any lien, charge or other encumbrance any Material rights of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsRazorfish, except in the ordinary course of business and which would not have for fair value, or any lapse or other loss of a Material Adverse Effect; right of Razorfish to use its assets or conduct its businesses; (vixi) Disposed commitments for or deferrals of any capital expenditures of Razorfish in excess of amounts budgeted; (xii) change in accounting policies by Razorfish, except as may be required by law, regulation or permitted GAAP; (xiii) Material change in Razorfish's policies with respect to lapse the payment of commission arrangements, accounts payable or other current liabilities and the collection of accounts receivable, including, without limitation, any patents acceleration or trademarks deferral of the payment or collection thereof, as applicable (including, without limitation, any payment advances); (xiv) Material changes in the payment terms (including, without limitation, any advances) between Razorfish and any of its Material vendors; (xv) Material change in any marketing or advertising plans of Razorfish or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means deferral of any bonus costs or pension plan, contract expenditures with respect to such plans; (xvi) price discounts on Razorfish's services or other commitment increased products outside the compensation ordinary course of any director, officer, employee or agent, other than regularly scheduled increases that are business and consistent with past practices; practice; or (viiixvii) Authorized any capital expenditure for real estate commitment or leasehold improvements, machinery, equipment or molds in excess agreement to do any of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Since February 1, 2012, Seller has not (except with respect to matters for which Buyer received written notice from the Company has notprior to the date of this Agreement): (a) except for the commencement of the Chapter 11 Case and except for any executory contracts and unexpired leases rejected by Seller by Order of the Bankruptcy Court with the prior written consent of Buyer, since the Balance Sheet Dateterminated, except as described on Schedule 4.23:modified or amended any Assumed Contract or taken any action which violates, conflicts with or resulted in a breach of any provision of, or constitutes a default under, any Assumed Contract; (b) (i) Incurred purchased or otherwise acquired any material obligation properties or liability assets (absolutetangible or intangible) or sold, accruedleased, contingent transferred or otherwise) except for obligations or liabilities incurred in otherwise disposed of any of the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse EffectAssets, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date sales of finished inventory in the ordinary course of business that would not have a Material Adverse Effect; consistent with past practice, (ii) permitted, allowed or suffered any of the Assets to be subjected to any Encumbrance (other than any Permitted Liens or any Encumbrances identified on Schedule 5.05(b)), or (iii) Increased or established removed any reserve or accrual for taxes Equipment or other liability on its books or otherwise provided therefor, except material assets (aother than finished inventory) as disclosed on from the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or Real Property other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except than in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (vic) Disposed of waived or permitted to lapse released any patents claim or trademarks rights included in or any patent or trademark applications material related to the operation Assets or the Business with a value individually or in the aggregate in excess of its business$100,000 or revalued any of the Assets, except for adjustments to the value of inventory in the ordinary course of business consistent with past practice; (viid) Incurred except with the written consent of Buyer or as required by Applicable Laws, (i) established or increased any significant labor trouble compensation or granted any general or uniform increase in salary or wages benefits payable or to become payable by it to any directoremployee, officerconsultant, employee or agent, or by means of any bonus or pension plan, contract director or other commitment increased service provider of the compensation of Company or its Affiliates; (ii) hired, engaged or terminated any directoremployee, officerconsultant, employee director or agentother service provider; or (iii) established, other than regularly scheduled increases that are consistent with past adopted, entered into, amended or terminated any Seller Benefit Plan; (e) except as required by Law, adopted, amended or terminated any Seller Benefit Plan; (f) changed in any way the Company’s accounting methods, principles or practices; (viiig) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess except with the consent of $10,000.00 in the aggregate; (ix) Except for this AgreementBuyer, entered into any material transactioncommitment or transaction or series of commitments or transactions in respect of Indebtedness or paid, discharged or satisfied any claims, Liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the DIP Financing or payment, discharge or satisfaction in the ordinary course of business of Liabilities incurred in the ordinary course of business consistent with past practice; (xh) Issued made a new, changed or revoked any stocksTax election; settled or compromised any claim, bondsnotice, audit report or other corporate securities, or made any declaration or payment of any dividend or any distribution assessment in respect of its capital stockTaxes; changed any Tax accounting period, adopted or changed any method of Tax accounting; filed any amended Tax Return; entered into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrendered any right to claim a material Tax refund; or consented to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or (xii) Experienced damageto the Knowledge of Seller, destruction agreed or loss (whether or not covered by insurance) that would individually or in committed to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has notExcept as set forth and described in Schedule 3.6, since the Current Balance Sheet Date, there has been no Material Adverse Effect on the STC Stations. Since the Current Balance Sheet Date, the business of the STC Stations has been conducted in the Ordinary Course of Business, and the STC Party has not, with respect to its STC Stations or STC Assets, (a) incurred any extraordinary loss of, or injury to, any of its STC Assets as the result of any fire, explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God or public enemy or armed forces, or other casualty; (b) incurred, or become subject to, any Liability, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities current Liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; Ordinary Course of Business; (iic) Discharged discharged or satisfied any lien or encumbrance, Encumbrance or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) Liability other than (a) liabilities current Liabilities shown or reflected on in the STC Balance SheetSheets, and (b) liabilities current Liabilities incurred since the Current Balance Sheet Date in the ordinary course Ordinary Course of business that would not have a Material Adverse Effect; Business, and Liabilities (iiiincluding, without limitation, partial and complete prepayments) Increased arising under any credit or established any reserve or accrual for taxes or other liability on loan agreement between the STC Party and its books or otherwise provided therefor, except lenders; (ad) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedmortgaged, pledged or subjected to any lien, charge or other encumbrance Encumbrance any of its assetsSTC Assets (except for Permitted Encumbrances); (e) made any material change in any method of accounting or accounting practice; (f) sold, tangible leased, assigned or intangible; (v) Sold or otherwise transferred any of its assets material STC Assets other than obsolete STC Assets which have been replaced by suitable replacements; (g) made any material increase in compensation or cancelled benefits payable to any debts or claims or waived any rights, except employee other than in the ordinary course Ordinary Course of business and which would not have a Material Adverse Effect; Business; or (vih) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment agreement to do any of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule 3.9 of the Seller Schedule, since the Balance Sheet DateJanuary 1, except as described on Schedule 4.23: 2006: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in Seller has conducted the ordinary course, and any such obligation or liability incurred Business only in the ordinary course consistent with past practice and has used commercially reasonable efforts to keep available the services of Seller’s employees and preserve its relationship with suppliers and customers of the Business; and (ii) there has not been any event, occurrence, circumstance or development that, individually or in the aggregate, has had or would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, since January 1, 2006, except for claimsas set forth in any disclosure schedule, if anyincluding, that are adequately covered by insurance;without limitation, Schedule 3.9 of the Seller Schedules: (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance SheetSeller has not incurred any liabilities, and (b) other than liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not consistent with past practice, or discharged or satisfied any Lien, or paid any liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has had or is reasonably likely to have a Material Adverse Effect; (iiib) Increased there has not been any change in the Tax reporting or established any reserve accounting policies or accrual for taxes practices of the Business, including practices with respect to (i) depreciation or other liability on its books amortization polices or otherwise provided therefor, except (a) as disclosed on the Balance Sheetrates, or (bii) as may have been required under generally accepted accounting principles due to income earned the payment of accounts payable or expense accrued since the Balance Sheet Date collection of accounts receivable and as disclosed to the Purchaser in writingSeller has not settled or compromised any Tax liability or made or rescinded any Tax election; (ivc) MortgagedSeller has not (i) created or incurred any Indebtedness other than pursuant to the agreements, notes and instruments described on Schedule 3.22 of the Seller Schedules, (ii) assumed, guaranteed, or endorsed the Indebtedness of any other Person, or (iii) canceled any debt owed to it or released any claim possessed by it, other than in the ordinary course of business; (d) Seller has not suffered any theft, damage, destruction or loss (without regard to any insurance) of or to any tangible asset of Seller used in the Business which had or may have a Material Adverse Effect on the Business, or its operations, assets, or properties used in the Business, including an item or items having a value in excess of Twenty Five Thousand Dollars ($25,000) individually or Fifty Thousand Dollars ($50,000) in the aggregate; (e) Seller has not (i) made, granted, or committed to make or grant: (A) any bonus or any wage, salary or compensation increase to any (y) director or officer, or (z) employee (other than in the ordinary course of business consistent with past practice), independent contractor or consultant, or (B) an increase of any benefit provided under any Company Plan, (ii) adopted, amended or terminated any employee benefit plan, program or arrangement, or (iii) entered into, amended or terminated any employment agreement, deferred compensation arrangement, collective bargaining agreement or other similar arrangement with any of its current or prospective directors, officers, employees or independent contractors, consultants; (f) Seller has not sold, assigned, transferred, licensed, mortgaged, pledged or subjected to any lienLien, charge or other encumbrance has committed to sell, assign, transfer, license, mortgage, pledge or subject to any of its assetsLien, any tangible or intangibleintangible assets which would have been included in the Purchased Assets, except for sales of inventory in the ordinary course of business; (vg) Sold Seller has not purchased or transferred leased, or has committed to purchase or lease, any asset for an amount in excess of its Twenty Five Thousand Dollars ($25,000) alone or in the aggregate, except purchases of inventory and supplies in the ordinary course of business, consistent with past practice; (h) Seller has not made or authorized any capital expenditures or commitment for capital expenditures in an amount more than Twenty Five Thousand Dollars ($25,000) individually or Fifty Thousand Dollars ($50,000) in the aggregate for additions to properties, plant, equipment, or intangible capital assets or cancelled aggregate capital expenditures and commitments, other than those capital expenditures or commitments therefore made or authorized in the ordinary course of business; (i) Seller has not engaged in any debts transactions with, or claims entered into any Contract with, any Affiliates of Seller, except to the extent required by Law or any then existing agreements; (j) Seller has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any stockholder, or any director, officer, partner, or Affiliate of Seller, except with respect to payments to, and reimbursement of, fees and expenses of employees, directors and officers of Seller in the ordinary course of business; (k) Seller has not amended, canceled, terminated, relinquished, waived or released any rightsContract or right, except in the ordinary course of business and or which would not be material to Seller taken as a whole; (l) Seller has not granted any license or sublicense of any rights under or with respect to any Seller IP, other than in the ordinary course of business; (m) Seller has not instituted or settled any action, claim, suit or proceeding that involved more than Ten Thousand Dollars ($10,000); (n) Seller has not entered into any transaction which could reasonably be expected to have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xio) Experienced damage, destruction or loss Seller has not agreed to take any of the actions described in sub-clauses (whether or not covered by insurancea) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthrough (n) above.

Absence of Certain Changes or Events. The Company DMI has not, since the Balance Sheet Date, except as described on Schedule 4.23SCHEDULE 3.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary coursecourse of its business or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the such Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser DYHP in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 15,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transactiontransaction other than in the ordinary course of business; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate affecting its financial condition, assets, liabilities or business, including, without limitation of the foregoing, the loss or (to DMI’s or any Shareholder’s knowledge) impending loss of any materially important contract or customer. No information has been brought to the attention of DMI or any Shareholder that might reasonably lead DMI or any Shareholder to believe that any material customer or supplier of DMI intends to cease dealing with DMI, nor has information been brought to the attention of DMI or any Shareholder that might reasonably lead any of them to believe that any customer or supplier intends to alter in any material respect the amount of such customer’s or supplier’s dealings with DMI or would have a Material Adverse Effectalter in any material respect such dealings in the event of the consummation of the transactions contemplated hereby. Neither DMI nor any Shareholder has knowledge that any officer or other key employee of DMI is considering the termination of employment.

Absence of Certain Changes or Events. The Company has not, since Since the Reference Balance Sheet Date, except (i) as described on Schedule 4.23disclosed in Section 4.08 of the Company Disclosure Schedule, or (ii) provided for in or disclosed pursuant to subsections (i) - (xxvi) below, the business of the Company has been conducted in the ordinary course and consistent with past practice. As amplification and not limitation of the foregoing, except as disclosed in Section 4.08 of the Company Disclosure Schedule, since the Reference Balance Sheet Date, the Company has not: (i) Incurred transferred to any material obligation person or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and entity any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) rights to its Intellectual Property other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date transfers necessary to sell products in the ordinary course of business consistent with past practice; (ii) permitted or allowed any of the assets or properties (whether tangible or intangible) of the Company to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances that would not have a Material Adverse Effectwill be released at or prior to the Closing; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of any or paid or otherwise discharged any liability, other than current liabilities reflected on the Reference Balance Sheet and which would not have a Material Adverse Effectcurrent liabilities incurred in the ordinary course of business consistent with past practice since the Reference Balance Sheet Date; (iv) made any loan to, guaranteed any indebtedness for borrowed money of, or otherwise incurred any liability for borrowed money on behalf of any Person other than payroll, travel guaranties and other advances made in the ordinary course of business; (v) failed to pay any creditor any material amount owed to such creditor when due; (vi) Disposed redeemed any of the capital stock or permitted to lapse declared, made or paid any patents dividends or trademarks distributions (whether in cash, securities or any patent or trademark applications material other property) to the operation holders of its businesscapital stock of the Company or otherwise; (vii) Incurred made any significant labor trouble or granted any general or uniform increase material changes in salary or wages payable or the customary methods of operations of the Company, including, without limitation, practices and policies relating to become payable by it to any directormanufacturing, officerpurchasing, employee or agentinventories, or by means of any bonus or pension planmarketing, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesselling and pricing; (viii) Authorized merged with, entered into a consolidation with or acquired an equity interest in any Person or acquired a substantial portion of the assets or business of any Person or any division or line of business thereof, or otherwise acquired any material assets other than in the ordinary course of business consistent with past practice; (ix) made any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds commitment of any capital expenditure in excess of $10,000.00 20,000 individually or $50,000 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued issued any stocks, bonds, sales orders or other corporate securities, otherwise agreed to make any purchases involving exchanges in value in excess of $20,000 individually or made any declaration or payment of any dividend or any distribution $50,000 in respect of its capital stock; orthe aggregate; (xi) Experienced damagesold, destruction transferred, leased, subleased, licensed or otherwise disposed of any material properties or assets, real, personal or mixed (including, without limitation, leasehold interests and intangible assets), other than the sale of inventories in the ordinary course of business consistent with past practice; (xii) issued or sold any capital stock, notes, bonds or other securities, or any option, warrant or other right to acquire the same, of Company Stock, or any other interest in, the Company; (xiii) entered into any agreement, arrangement or transaction with any of its directors, officers, employees or shareholders (or with any relative, beneficiary, spouse or Affiliate of such Person); (A) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable by the Company to any of its employees, including, without limitation, any increase or change pursuant to any Plan or (B) established or increased or promised to increase any benefits under any Plan; (xv) written down or written up (or failed to write down or write up in accordance with and consistent with past practice) the value of any inventories or receivables or revalued any assets of the Company other than in the ordinary course of business consistent with past practice, and in accordance with U.S. GAAP; (xvi) amended, terminated, cancelled or compromised any material claims of the Company or waived any other rights of substantial value to the Company; (xvii) made any change in any method of accounting or accounting practice or policy used by the Company, other than such changes required by U.S. GAAP; (xviii) allowed any Permit or Environmental Permit that relates to the Company or otherwise relates to any asset to lapse or terminate or failed to renew any such Permit or Environmental Permit or any insurance policy that is scheduled to terminate or expire within 45 calendar days of the date of the Closing; (xix) amended or modified in any material respect, or consented to the termination of, any Material Contract or the Company's rights thereunder, (xx) amended or restated the articles of incorporation or the bylaws (or other organizational documents) of the Company; (xxi) terminated, discontinued, closed or disposed of any plant, facility or other business operation, or laid off any employees or implemented any early retirement, separation or program providing early retirement window benefits within the meaning of Section 1. 401(a)-4 of the Regulations or announced or planned any such action or program for the future; (xxii) knowingly disclosed any secret or confidential Intellectual Property (except by way of issuance of a patent) or permitted to lapse or go abandoned any Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, or under which, the Company has any right, title, interest or license; (xxiii) made any express or deemed election or settled or compromised any material liability, with respect to Taxes of the Company; (xxiv) suffered any casualty loss (whether or not covered by insurance) that would individually or damage with respect to any of the assets of the Company which in the aggregate have a Material Adverse Effect or experienced replacement cost of more than $20,000, and which is not covered by insurance; (xxv) suffered any other material adverse change or changes individually or in the aggregate that would have a Company Material Adverse Effect; or (xxvi) agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.08 or granted any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in this Section 4.08, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. The Company has notNeither Pentec nor PCM has, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule1.11, since September 30, 2010, the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date Global Business has been operated in the ordinary course of business the Global Business consistent with past practices and no occurrences, changes, events or circumstances have occurred that would not have cause a Material Adverse Effect;Effect on the Global Business or the Purchased Assets which are not reflected on the unaudited financial statements provided to Purchasers. Specifically, and without limitation as to the generality of the foregoing, since September 30, 2010 neither Owners or, as applicable, a Subsidiary has not: (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, incurred any liabilities or obligations in excess of One Hundred Thousand Dollars (b$100,000.00) as may have been required under generally accepted accounting principles due to income earned except liabilities or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except obligations incurred in the usual and ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are Global Business consistent with past practices; (viiib) Authorized sold, leased or otherwise transferred, or contracted to sell, lease or otherwise transfer, any capital expenditure for real estate of the Purchased Assets, or leasehold improvementsmortgaged, machinerypledged or subjected any of the Purchased Assets to any Lien, equipment or molds in excess except: (i) sales of $10,000.00 inventory in the aggregateordinary course of business consistent with pastpractices; and (ii) payments on account of accounts payable incurred in the usual and ordinary course of business consistent with past practices; (ixc) Except for this Agreementmade any change in, entered into taken any material transaction; (x) Issued steps to implement any stocks, bonds, or other corporate securitieschange in, or made any declaration or arrangement for the payment of any dividend additional or increased, wages, salaries, compensation, pension or other benefits payable to any distribution director, officer, Employee, agent or sales representative or paid any severance or termination pay to, or became obligated to pay any severance or termination pay to, any director, officer, Employee, agent or representative, except where any of the same were in respect the ordinary course of its capital stock; orGlobal Business, in accordance with past practices; (xid) Experienced suffered any damage, destruction or casualty loss (to any assets whether by fire, accident, labor disturbance or otherwise, whether or not covered by insuranceinsured, in excess of One Hundred Thousand Dollars ($100,000); (e) committed any event of default under, terminated or amended or revised any Material Contract with any of its customers and/or suppliers, nor have any such customers and/or suppliers terminated or amended or revised any Material Contract; (f) cancelled any debts or claims related to the Global Business, or waived any rights of value, except for such claims that would individually or are not in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or and which were incurred in the aggregate ordinary course of the Global Business consistent with past practices; (g) made any commitments or incurred any liabilities or obligations for capital expenditures in excess of One Hundred Thousand Dollars ($100,000), all of which capital expenditures committed to or incurred are set forth on Schedule1.11 ; (h) incurred, became a party to or became subject to, any agreement, contract or commitment requiring an expenditure by Owners for the purchase of raw materials or other finished goods inventory, in each case and other than in the ordinary course of the Global Business consistent with past practices; (i) made any loan or advance to any supplier, vendor, stockholder, officer, director or Employee of any Owner, or members of the immediate family of any stockholder, officer, director or Employee of any Owner that would have a Material Adverse Effect.will not be satisfied at Closing;

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the APM Filings, the APM Financial Statements or the APM Disclosure Letter, since the Balance Sheet DateMarch 31, except as described on Schedule 4.232022: (i) Incurred APM and each of the APM Subsidiaries has conducted its business only in the ordinary course; (ii) no liability or obligation of any material obligation or liability nature (whether absolute, accrued, contingent or otherwise) except for obligations which has had or is reasonably likely to have a Material Adverse Effect on APM or the APM Subsidiaries has been incurred; (iii) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Material Adverse Effect on APM or the APM Subsidiaries; (iv) there has not been any change in the accounting practices used by APM; (v) there has not been any material increase in the salary, bonus, or other remuneration payable to any non-executive employees of APM or the APM Subsidiaries; (vi) there has not been any material change in the remuneration or compensation paid to the directors of APM or the APM Subsidiaries; (vii) there has not been any redemption, repurchase or other acquisition of APM Shares by APM, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the APM Shares; (viii) there has not been any entering into, or an amendment of, any APM Material Contract other than in the ordinary course; (ix) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in the APM Financial Statements, other than the settlement of claims or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction;; and (x) Issued there has not been any stocksmaterial increase in the salary, bondsbonus, or other corporate securities, remuneration payable to any officers or made any declaration senior or payment executive officers of any dividend APM or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectAPM Subsidiaries.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in connection with the ordinary courseperformance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate;or (ix) Except for this Agreement, entered into any material transaction;material (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectaffecting its financial condition, assets, liabilities or business.

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule 5.5 to Acquired Corporation's Disclosure Supplement, since the Balance Sheet DateDecember 31, except as described on Schedule 4.23:2005, no Acquired Corporation Company has (ia) Incurred issued, delivered or agreed to issue or deliver any material obligation stock, bonds or liability other corporate securities (absolute, accrued, contingent whether authorized and unissued or otherwiseheld in the treasury) except for obligations or liabilities incurred in shares of common stock issued upon the ordinary course, exercise of existing Acquired Corporation Options and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceAcquired Corporation Warrants; (iib) Discharged borrowed or satisfied agreed to borrow any lien funds or encumbranceincurred, or paid become subject to, any Liability (absolute or satisfied any contingent) except borrowings, obligations or liability (absolute, accrued, contingent or otherwiseincluding purchase of federal funds) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities Liabilities incurred since the Balance Sheet Date in the ordinary course of business and consistent with past practice; (c) paid any material obligation or Liability (absolute or contingent) other than current Liabilities reflected in or shown on the most recent balance sheet in the Acquired Corporation SEC Reports and current Liabilities incurred since that date in the ordinary course of business and consistent with past practice; (d) except as necessary in order to enable Acquired Corporation to pay the special dividend contemplated by Section 6.2(k) hereof or for any Acquired Corporation Company to pay dividends to enable Acquired Corporation to meet its obligations as they come due, declared or made, or agreed to declare or make, any payment of dividends or distributions of any Assets of any kind whatsoever to stockholders, or purchased or redeemed, or agreed to purchase or redeem, directly or indirectly, or otherwise acquire, any of its outstanding securities; (e) except in the ordinary course of business, sold or transferred, or agreed to sell or transfer, any of its Assets, or canceled, or agreed to cancel, any debts or claims; (f) except in the ordinary course of business, entered or agreed to enter into any agreement or arrangement granting any preferential rights to purchase any of its Assets, or requiring the consent of any party to the transfer and assignment of any of its Assets; (g) suffered any Losses or waived any rights of value which in either event in the aggregate are material considering its business as a whole and are disclosed in the Acquired Corporation SEC Reports; (h) except in the ordinary course of business, made or permitted any amendment or termination of any Contract, agreement or license to which it is a party if such amendment or termination is material considering its business as a whole; (i) except in accordance with normal and usual practice or as required by Law or Contract, made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (j) except in accordance with normal and usual practice, increased the rate of compensation payable to or to become payable to any of its officers or employees or made any material increase in any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan, payment or arrangement made to, for or with any of its officers or employees; (k) as of April 28, 2006, received notice that any of its substantial customers has terminated or intends to terminate its relationship, which termination would not have a Material Adverse Effect; (iiil) Increased or established any reserve or accrual for taxes or failed to operate its business in the ordinary course (other liability on than this Agreement and the transactions contemplated hereby) so as to preserve its books or otherwise provided therefor, except (a) as disclosed on business intact and to preserve the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date goodwill of its customers and as disclosed to the Purchaser in writingothers with whom it has business relations; (ivm) Mortgaged, pledged or subjected to entered into any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except transaction other than in the ordinary course of business and which would not have a Material Adverse Effect;business; or (vin) Disposed agreed, in writing or otherwise, to take any action described in clauses (a) through (m) above. Between the date hereof and the Effective Date, no Acquired Corporation Company, without the express written approval of Buyer, will do any of the things listed in clauses (a) through (n) of this Section 5.5 except as permitted therein or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase as contemplated in salary or wages payable or to become payable by it to any director, officer, employee or agentthis Agreement, or by means of disclosed in the Acquired Corporation Disclosure Supplement and no Acquired Corporation Company will enter into or amend any bonus material Contract wherein either the Acquired Corporation Company has an obligation to pay or pension planthe other party thereto has an obligation to provide goods or services, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in either case in excess of $10,000.00 100,000 during the term thereof, other than Loans or renewals thereof entered into in the aggregate; (ix) Except for this Agreementordinary course of business, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment without the express written consent of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectBuyer.

Absence of Certain Changes or Events. The Company has notAs of the date of this Agreement, except as set forth on SCHEDULE 2.21 and except for the transactions contemplated by this Agreement, since the Balance Sheet Datedate of the Current Financial Statements, except as described on Schedule 4.23: (i) Incurred neither the Joint Venture nor Harriscope has entered into any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred transaction which is not in the ordinary course, usual and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectand consistent with past practices, and, without limiting the generality of the foregoing, neither the Joint Venture nor Harriscope has other than in the usual and ordinary course of business: (a) except for scheduled payments under the ▇▇▇▇▇▇ Note, repaid or incurred any intercompany borrowings or advances from any affiliate of the Joint Venture or Harriscope; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due subjected the NST Venture Interest or the Shares to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingany Encumbrance; (ivc) Mortgaged, pledged or subjected any of the Assets to any lien, charge or other encumbrance any of its assets, tangible or intangibleEncumbrances except for Permitted Liens; (vd) Sold sold, assigned or transferred any of its assets material Assets; (e) made any material amendment to or cancelled any debts or claims termination of or waived any rightsmaterial rights under any Real Property Lease, except Personal Property Lease or Specified Contract or done any act or omitted to do any act which may be reasonably likely to cause a material breach or default of any Real Property Lease, Personal Property Lease or Specified Contract (other than late payments in the ordinary course of business and which would not have a Material Adverse Effectaccordance with past practice); (vif) Disposed of suffered any losses or permitted to lapse incurred any patents liabilities or trademarks obligations or suffered any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any directorClaim, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 250,000 in the aggregateaggregate for insured matters and $25,000 in the aggregate for uninsured matters; (ixg) Except for this Agreementmade any changes in compensation payable by the Joint Venture or Harriscope to its officers, entered into any material transactiondirectors or employees; (xh) Issued any stocksdeclared, bonds, set aside or other corporate securities, or made any declaration or payment of paid any dividend or any distribution in respect of, or purchased, redeemed or otherwise acquired any of its capital stock; orstock of Harriscope or NST Venture Interest, but only to the extent that such dividend, distribution, purchase, redemption or acquisition is not to be paid prior to the Closing. (xii) Experienced damagechanged or agreed to change any accounting principle, destruction practice or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectmethod.

Absence of Certain Changes or Events. The Company has not, since Since the CCI Interim Balance Sheet Date and the Interim Balance Sheet Date, respectively, except as described set forth on Schedule 4.233.8, each of CCI and the Company has conducted its business and affairs only in the Ordinary Course consistent with Past Practice and with respect to either or both, there has not been any: (ia) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged Effect or satisfied any lien action taken or encumbrance, events or paid circumstances occurring or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not existing which could reasonably be expected to have a Material Adverse Effect; (iiii) Increased or established any reserve or accrual except for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except normal periodic increases in the ordinary course Ordinary Course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform Business consistent with Past Practice, increase in salary or wages the compensation payable or to become payable by it the Acquired Companies to any directorof their respective Personnel, officer(ii) bonus, employee incentive compensation, service award or agentother like benefit granted, made or accrued, contingently or otherwise, for or to the credit of any of their respective Personnel, except in the Ordinary Course of Business consistent with Past Practice, (iii) welfare, pension, retirement, profit-sharing, incentive compensation or similar plan, program, payment or arrangement adopted, made or agreed to by the Acquired Companies for any of their respective Personnel except pursuant to the existing Employee Plans described on Schedule 3.21(a) or (iv) new employment, severance or change of control agreements entered into with Personnel to which either of the Acquired Companies is a party or otherwise bound; (c) addition to, or by means modification of, the Employee Plans, other than contributions to such plans made in accordance with the normal practices of the Acquired Companies; (i) sale, assignment or transfer of any bonus Assets other than sales of finished goods inventory, obsolete Assets or pension planAssets replaced in the Ordinary Course of Business consistent with Past Practice, or (ii) any sale, assignment or transfer of any Assets to the Seller or its Affiliates; (e) waiver of any rights of substantial value to the Acquired Companies; (f) entry into, cancellation, termination or amendment of any Material Contract or other instrument material to the Acquired Companies; (g) capital expenditures (or commitment to make a capital expenditures); (h) failure to operate the business of the Company in the Ordinary Course so as to use reasonable efforts to preserve such business intact, to keep available the services of the Personnel of each, and to preserve the goodwill of the suppliers, customers and others having business relations with the Company; (i) change in accounting methods or practices by the Acquired Companies; (j) revaluation by the Company of any of its Assets, including writing off notes or accounts receivable or revaluing inventory; (k) declaration, setting aside for payment or payment of dividends or distributions in respect of any Equity Securities of the Company or CCI; (l) issuance or reservation for issuance by CCI or the Company of, or commitment (including any stock option or other stock-incentive award) to issue or reserve for issuance of, any Equity Securities of CCI or the Company, respectively; (m) filing of any amended Tax Return, making of any Tax election or entering into any agreement in respect of Taxes, including the settlement of any Tax controversy, adoption or change of any accounting method in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (n) termination or threatened termination of, or any substantial modification to, the relationship of the Company with any material customer or supplier; (o) creation, incurrence or assumption of any Indebtedness or mortgage on, or pledge of, or action taken which subjects to any lien, pledge, security interest, conditional sales contract or other commitment increased the compensation encumbrance of any directornature whatsoever, officerexcept Permitted Liens, employee or agent, other than regularly scheduled increases that are consistent with past practicesany of the Assets; (viiip) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 material change in the aggregateform or manner of the distribution of the Company’s products or services or in the manner in which deliveries or performance of services are made or effected in connection with the backlog of the Company’s orders other than in the Ordinary Course; (ixq) Except material change in the Company’s practice of pricing, discounting for this Agreementsales of finished goods, entered into any material transactionordering supplies and raw materials, shipping finished goods, accepting returns and honoring warranty obligations, invoicing customers, and collecting receivables; (xr) Issued any stocks, bonds, action taken other than in the Ordinary Course of the business of CCI or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stockthe Company; or (xis) Experienced damage, destruction agreement by CCI or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced Company to do any other material adverse change or changes individually or in of the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has notSince December 31, since the Balance Sheet Date, except as described on Schedule 4.232010: (i) Incurred other than entering into the Heads of Terms, European Goldfields and the European Goldfields Material Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice; (ii) no liability or obligation of any material obligation or liability nature (whether absolute, accrued, contingent or otherwise) which has had or is reasonably likely to have a European Goldfields Material Adverse Effect has been incurred; (iii) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a European Goldfields Material Adverse Effect; (iv) there has not been any change in the accounting practices used by European Goldfields and its Subsidiaries, except as disclosed in the European Goldfields Public Documents; (v) except as disclosed in European Goldfields’ management information circular dated April 11, 2011 and except for obligations ordinary course adjustments to employees, there has not been any increase in the salary, bonus, or other remuneration payable to any employees of any of European Goldfields or its Subsidiaries; (vi) there has not been any redemption, repurchase or other acquisition of European Goldfields Shares by European Goldfields, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the European Goldfields Shares; (vii) there has not been a material change in the level of accounts receivable or payable, inventories or employees, other than those changes in the ordinary course of business consistent with past practice; (viii) there has not been any entering into, or an amendment of, any material contract other than in the ordinary course of business consistent with past practice; (ix) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in European Goldfields’ audited financial statements, other than the settlement of claims or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction;practice; and (x) Issued except for ordinary course adjustments, there has not been any stocksincrease in the salary, bondsbonus, or other corporate securities, remuneration payable to any officers or made any declaration senior or payment executive officers of any dividend European Goldfields or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectSubsidiaries.