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 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 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, 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 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 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(a) Except as (i) set forth in Section 3.9(a) of the MeriStar Disclosure Letter, (ii) disclosed in the MeriStar SEC Reports filed with the SEC since December 31, 1999 and which have been filed and are publicly available prior to the date of this Agreement ("MeriStar Filed SEC Reports") or (iii) permitted by Section 5.1, since December 31, 1999, (A) MeriStar and the Balance Sheet DateMeriStar 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 4.23MeriStar 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 MeriStar 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 MeriStar; (ii) Discharged any material change by MeriStar in its or satisfied any lien MeriStar 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 MeriStar Common Stock 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 MeriStar'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 MeriStar 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, MeriStar 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 MeriStar or any MeriStar 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 MeriStar or any MeriStar Subsidiary for the obligations of any other person (other than any wholly-owned MeriStar 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 MeriStar or any patent MeriStar Subsidiary of any Lien on any material asset of MeriStar or trademark applications material to any MeriStar 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 MeriStar or any MeriStar Subsidiary (other commitment increased the compensation of than to MeriStar or any director, officer, employee or agentMeriStar 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 MeriStar or any MeriStar 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 MeriStar or any MeriStar 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 MeriStar 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 (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 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 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 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 Company has not(a) Except as disclosed in the Seller SEC Reports filed prior to and including the date of this Agreement, since September 30, 2004 to the Balance Sheet Datedate of this Agreement, 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 Seller and the ordinary course, and any such obligation or liability incurred Seller Subsidiaries have conducted their businesses only in the ordinary course would and in a manner consistent with past practice and, except as disclosed in the Seller SEC Reports filed prior to and including the date of this Agreement, since September 30, 2004 to the date of this Agreement, there has not have been (i) any change in the financial condition, results of operations or business of Seller and any of the Seller Subsidiaries having a Material Adverse EffectEffect on Seller and the Seller Subsidiaries, except for claimstaken as a whole, 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 with respect to any assets of Seller or in any of the aggregate have Seller Subsidiaries having a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole, (iii) any change by Seller in its accounting methods, principles or experienced practices, except for any change required by reason of a concurrent change to GAAP or Regulation S-X promulgated by the SEC, (iv) any revaluation by Seller of any of its assets in any material respect, (v) any declaration, setting aside or payment of any dividends or distributions in respect of shares of Seller Common Stock or any redemption, purchase or other material adverse change acquisition of any of its securities or changes individually any of the securities of any Seller Subsidiary, except pursuant to Seller repurchase rights arising upon an individual’s termination of service with Seller or any Seller Subsidiary, (vi) any increase in the aggregate that would have wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of January 1, 2004, grant of any severance or termination pay, the entry into of any contract to make or grant any severance or termination pay, or the payment of any bonus, except in the ordinary course and in a Material Adverse Effectmanner consistent with past practices or pursuant to agreements outstanding on such date, (vii) any strike, work stoppage or slow-down, (viii) the execution of any collective bargaining agreement, contract or other agreement or understanding, to which Seller is a party, with a labor union or organization, or (ix) to the knowledge of Seller, any union organizing activities. (b) To Seller’s knowledge, no third party has used, without permission, the corporate name, the trademarks, tradenames, service marks, logos, symbols or similar intellectual property of Seller or any Seller Subsidiary in connection with the marketing, advertising, promotion or sale of such third party’s products or services. Neither Seller nor any Seller Subsidiary is a party to any joint marketing or other affinity marketing program with a third party.

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 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 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 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 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 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, 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 insuranceexercise of existing Acquired Corporation Options; (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 referred to in Section 5.4(a)(i) and current Liabilities incurred since that date in the ordinary course of business and consistent with past practice; (d) declared or made, or agreed to declare or make, any payment of dividends or distributions of any Assets of any kind whatsoever to shareholders, 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; (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, 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) received notice or had Knowledge or reason to believe 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 other liability on failed to operate its books or otherwise provided therefor, except (a) business in the ordinary course so as disclosed on to preserve its 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 as contemplated in this Agreement, and no Acquired Corporation Company will enter into or amend any material Contract wherein either the Acquired Corporation Company has an obligation to lapse any patents pay or trademarks the other party thereto has an obligation to provide goods 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 services, 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 either case in excess of $10,000.00 15,000 during the term thereof, other than Loans or renewals thereof entered into in the aggregate; (ix) Except ordinary course of business, without the express written consent of Buyer. Buyer consents to the Bank making provision for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or the payment of any dividend bonus compensation to its employees and non-director officers in an aggregate amount not to exceed $100,000 on 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 before 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 EffectEffective Date.

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 Except as set forth in Section 2.7 of the Company has notDisclosure Schedule or as contemplated by this Agreement, since the Interim 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 Business has been conducted in the ordinary course of business that would consistent with past practice and there has not have a been any Material Adverse Effect. Except as set forth in Section 2.7 of the Company Disclosure Schedule or as contemplated by this Agreement, since the Interim Balance Sheet Date, there has not been any: (a) amendment of the certificate of incorporation or bylaws of the Company; (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 split, combination or expense accrued since reclassification of any shares of the Balance Sheet Date and as disclosed to the Purchaser in writingCompany’s capital stock; (ivc) Mortgagedissuance, pledged or subjected to any lien, charge sale or other encumbrance disposition of any of its assetsthe Company’s capital stock, tangible or intangiblegrant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of the Company’s capital stock; (vd) Sold redemption, purchase or transferred acquisition of the Company’s capital stock; (e) material change in any method of its assets accounting or cancelled any debts or claims or waived any rightsaccounting practice of the Business, except as required by GAAP or disclosed in the notes to the Financial Statements; (f) with respect to the Company and the Asset Sellers (to the extent constituting Assumed Liabilities) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (vig) Disposed of transfer, assignment, sale 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 other disposition of any bonus material assets shown or pension plan, contract or other commitment increased reflected in the compensation of any director, officer, employee or agentInterim Balance Sheet, other than regularly scheduled increases that are assets sold or otherwise disposed of in the ordinary course of business consistent with past practices, or cancellation of material debts owed to the Company or the Asset Sellers (if such debts would otherwise constitute Purchased Assets and if such debts would not constitute current assets in the calculation of the Adjustment Amount) or entitlements with respect to the Company or the Asset Sellers (if such entitlements would otherwise constitute Purchased Assets); (viiih) Authorized transfer or assignment of or grant of any capital expenditure for real estate license or leasehold improvements, machinery, equipment sublicense under or molds in excess of $10,000.00 with respect to any Business Intellectual Property other than licenses or sublicenses set forth in the aggregateFranchise Agreements or abandonment or lapse of or failure to maintain in full force and effect any Business Intellectual Property; (ixi) 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) to the Company’s tangible personal property or any Purchased Assets that constitute tangible personal property; (j) capital expenditures in excess of $100,000 by the Company or any Asset Seller (to the extent constituting Assumed Liabilities); (k) imposition of any Lien (other than a Permitted Lien) upon any of the properties, capital stock or assets, tangible or intangible, of the Company or any Asset Seller (to the extent constituting Purchased Assets); or (l) any contract to do any of the foregoing, or any action or omission that would individually or result in 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 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 Except as set forth in Schedule 2.05 or reflected in the March 31 Balance Sheet or permitted or contemplated by this Agreement, since March 31, 1999, neither Company has not(a) suffered any material damage, since the Balance Sheet Date, except as described on Schedule 4.23: destruction or casualty loss to its physical properties; (ib) Incurred incurred or discharged any material obligation or liability (absolute, accrued, contingent or otherwise) entered into any other material transaction except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have of business; (c) suffered any material adverse change in the business, financial condition, assets, liabilities, operations or results of operations of the Companies taken as a Material Adverse Effectwhole; (d) increased the rate or terms of compensation payable or to become payable by either Company to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees, 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 each case increases occurring in the ordinary course of business that would not have a Material Adverse Effect; in accordance with its customary practices (iiiincluding normal periodic performance reviews and related compensation and benefit increases) Increased or established as required by any reserve pre-existing Commitment identified in Schedule 2.08; (e) consummated, or accrual for taxes agreed to consummate, any sale, lease or other liability on its books transfer or otherwise provided therefor, disposition of any properties or assets except (a) as disclosed on for 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 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 items in the ordinary course of business and which would not have a Material Adverse Effect; except for the sale of any tangible personal property that, in the reasonable judgment of the Companies, has become uneconomic, obsolete or worn out; (vif) Disposed of incurred, assumed or permitted to lapse guaranteed any patents indebtedness for borrowed money; (g) granted any mortgage, pledge, lien or trademarks or encumbrance on any patent or trademark applications material to the operation of its material properties or assets; (h) entered into, amended or terminated any material Commitment, or waived any material rights thereunder except in the ordinary course of business; ; (viii) Incurred made any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it grant of credit to any director, officer, employee customer or agentdistributor on terms or in amounts materially more favorable than those that have been extended to such customer or distributor in the past, or by means (j) paid any dividend or made any other distribution to or for the benefit of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, either Seller other than regularly scheduled increases that are payment of his regular salary. Since March 31, 1999, the Companies have been operated in all material respects in the ordinary course in a manner 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 Effectpractice.

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 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 as set forth in any Parent SEC Report filed prior to the date hereof, since the Balance Sheet DateMarch 31, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute1999 and, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary coursecase of clauses (c)-(i) only through and including the date hereof, the Parent and any such obligation or liability incurred the Parent Subsidiaries have conducted their businesses in the ordinary course would and in a manner consistent with past practice and, since such date, there has not have been: (a) any Material Adverse Effect on the Parent; (b) any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by the Parent or any Parent Subsidiaries, whether or not covered by insurance, which damage, destruction or loss, individually or in the aggregate, has resulted or could reasonably be expected to result in a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceEffect on the Parent; (iic) Discharged any material change by the Parent in its or satisfied any lien Parent Subsidiary's accounting methods, principles or encumbrance, practices except as required by GAAP 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 Effectby applicable Law; (iiid) Increased any declaration, setting aside or established payment of any reserve dividend or accrual for taxes distribution in respect of Parent Common Stock or any redemption, purchase or other liability on its books acquisition of any of the Parent's securities; or (e) any increase in the compensation or otherwise provided thereforbenefits or establishment of any bonus, except insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (a) as disclosed on including, the Balance Sheetgranting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or (b) as may have been required under generally accepted accounting principles due any other increase in the compensation payable or to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected become payable to any lienexecutive officers of the Parent or any Parent Subsidiary, 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 rightsin each case, except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice or except as required by applicable Law; (vii) Disposed of any incurrence or permitted to lapse any patents or trademarks assumption by the Parent or any patent Parent Subsidiary of any indebtedness for borrowed money or trademark applications (ii) any guarantee, endorsement or other incurrence or assumption material to liability(whether directly, contingently or otherwise) by the operation Parent or any Parent Subsidiary for the obligations of its businessany other person (other than any wholly owned Parent Subsidiary) in each case, other than in the ordinary course of business consistent with past practice; (viig) Incurred any significant labor trouble creation or granted assumption by the Parent or 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 Parent Subsidiary of any bonus Lien on any material asset of the Parent or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentParent Subsidiary, other than regularly scheduled increases that are in the ordinary course of business, consistent with past practicespractice; (viiih) Authorized any making of any loan, advance or capital expenditure for real estate contribution to or leasehold improvementsinvestment in any person by the Parent or any Parent Subsidiary, machinery, equipment or molds in excess of $10,000.00 other than 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 of any dividend or any distribution in respect of its capital stockconsistent with past practice; or (xii) Experienced damage(i) any Contract entered into by the Parent or any Parent Subsidiary relating to any material acquisition or disposition of any assets or business, destruction or (ii) any modification, amendment, assignment or termination of or relinquishment by the Parent or any Parent Subsidiary of any rights under any other Contract (including any insurance policy naming it as a beneficiary or a loss (whether or not covered by insurancepayable payee) that would does or could reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effect on the Parent, 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 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 set forth in this Agreement or the schedules hereto, since the Balance Sheet Date, except as date of the most recent GEI balance sheet described on Schedule 4.23in Section 2.04 and included in the information referred to in Section 2.06: (a) There has not been (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred adverse change in the ordinary coursebusiness, and any such obligation operations, properties, level of inventory, assets, 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; condition of GEI 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 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 loss 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 GEI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or conditions of GEI; (c) GEI has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof except as stated herein; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent GEI balance sheet and current liabilities incurred since that would individually date in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (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 $5,000 or experienced canceled, or agreed to cancel, any debts or claims (except debts and claims which in the aggregate are of a value of less than $5,000); (v) 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 the business of GEI and its subsidiaries; or (vi) 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); and (d) To the best knowledge of GEI it has not 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 condition of GEI.

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 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 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 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 (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 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 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(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 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 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 Except as set forth in Schedule 5.15 or as otherwise expressly contemplated by this Agreement, since December 31, 2010 to the date of this Agreement, the Seller has conducted the Product 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 4.23Product Business or any of the Purchased Assets: (ia) Incurred subjected any material obligation or liability (absoluteof the Purchased Assets to any Encumbrances, 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 insuranceother than Permitted Encumbrances; (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 sold, transferred, leased, subleased, licensed or otherwise disposed of, to any third party, any Purchased Assets or assets necessary for the Balance Sheet Date in conduct of the ordinary course of business that would not have a Material Adverse EffectProduct Business as is currently being conducted; (iiic) 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; (ivd) Mortgagedentered into any Assigned Contract or accelerated, pledged cancelled, modified or subjected to terminated any lienmaterial Assigned Contract, charge or other encumbrance any than in the Ordinary Course of its assets, tangible or intangibleBusiness; (ve) Sold surrendered, revoked or transferred otherwise terminated any of its assets or cancelled any debts or claims or waived any rightsSeller Permits, except in the ordinary course of business and which would not have a Material Adverse Effectconnection with any renewal or reissuance thereof; (vif) Disposed of or permitted to lapse incurred 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 Assumed Liabilities in excess of $10,000.00 50,000, other than in the aggregateOrdinary Course of Business; (ixg) Except waived, released or assigned any rights, which rights, but for this Agreementsuch waiver, entered into any material transactionrelease or assignment, would have been classified as Purchased Assets, other than in the Ordinary Course of Business; (xh) Issued 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 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; (i) delayed or in postponed the aggregate have a Material Adverse Effect or payment of any Assumed Liability outside the Ordinary Course of Business; (j) experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect; (k) engaged in any promotional sales or discount or other activity with customers that has had the effect of accelerating sales of the Product Business that would otherwise be expected to occur in post-Closing periods; or (l) agreed, whether in writing or otherwise, to do any of the foregoing, except as expressly contemplated by this Agreement.

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 Except as set forth on Schedule 2.09 hereto or as otherwise disclosed in the Company has notSEC Filings or the financial statements of the Company and its subsidiaries as of and for the nine months ended June 30, 1997 referred to above, and except as otherwise expressly contemplated by this Agreement, since September 30, 1996, neither the Balance Sheet Date, except as described on Schedule 4.23: Company nor any of its subsidiaries has (i) Incurred issued any material obligation stock, bonds 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; other corporate securities; (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 would not have a Material Adverse Effect; consistent with past practice; (iii) Increased discharged or established satisfied any reserve material Claim or accrual for taxes incurred or paid any obligation or liability (absolute or contingent) other liability on its books or otherwise provided therefor, except (a) as disclosed than current liabilities shown on the September 30, 1996 Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued Sheet and current liabilities incurred since the Balance Sheet Date and as disclosed to date of such balance sheet in the Purchaser in writing; ordinary course of business consistent with past practice; (iv) Mortgageddeclared or made any payment or distribution to stockholders, or purchased or redeemed any shares of its capital stock or other securities; (v) 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 tangible assets, or cancelled any debts or claims or waived any rightsClaims, 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; consistent with past practice; (vii) Incurred sold, assigned or transferred any significant labor trouble patents, trademarks and trade names, trademark and trade name registrations, servicemark, brandmark and brand name registrations and copyrights, the applications therefor and the licenses with respect thereto or granted other intangible assets; (viii) waived any general rights of substantial value, whether or uniform not in the ordinary course of business; (ix) 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 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 employment relationship; (x) announced any plan or pension legally binding commitment to create any employee benefit plan, contract program or other commitment increased arrangement or to amend or modify in any material respect any existing employee benefit plan, program or arrangement; (xi) eliminated the compensation vesting conditions or otherwise accelerated the payment of any directorcompensation, officer, employee including any stock options; or agent, other than regularly scheduled increases that are consistent (xii) except in connection 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 this Agreement and the aggregate; (ix) Except for this Agreementtransactions contemplated hereby, entered into any material transaction; agreement, letter of intent or similar undertaking to take any of the actions listed in clauses (xi) 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 through (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 Effectabove.

Absence of Certain Changes or Events. The Company has notSince August 31, since the Balance Sheet Date2010, except as described on Schedule 4.23set forth in Section 3.2(l) of the Sirius Disclosure Letter, Sirius has conducted its business in the Ordinary Course and there has not occurred: (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 Sirius Material Adverse Effect, except for claims, if any, Change or any event or circumstances that are adequately covered by insurancewould reasonably be expected to result in a Sirius Material Adverse Change; (ii) Discharged or satisfied any lien or encumbrancematerial modification to the terms of, or paid or satisfied benefits payable under, 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 EffectSirius Benefit Plan; (iii) Increased any removal of any auditor or established any reserve directors or accrual for taxes termination of executive officers 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 writingsenior employee of Sirius; (iv) Mortgagedany material acquisition, pledged or subjected to any lienlease, charge sale, Encumbrance (other than Permitted Encumbrances) or other encumbrance any disposition of its assets, tangible property or intangibleassets of Sirius other than in the Ordinary Course; (v) Sold any failure by Sirius to pay or transferred otherwise satisfy any of its assets accounts payable, liabilities or cancelled any debts obligations that, individually or claims or waived any rights, except in the ordinary course aggregate, exceed $250,000, when due and payable other than in the Ordinary Course, and other than those accounts payable, liabilities or obligations that Sirius is contesting in good faith, or any material change to the practices and policies relating to the payment and collection of business accounts payable and which would not have a Material Adverse Effectaccounts receivable of Sirius; (vi) Disposed any incurrence, creation, assumption or guarantee of or permitted to lapse any patents or trademarks or any patent or trademark applications material to Indebtedness by Sirius other than in the operation of its businessOrdinary Course; (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 made any bonus or pension plan, contract profit sharing distribution or other commitment increased the compensation similar payment of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practiceskind except as may be required by a Material Contract; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 other than in the aggregateOrdinary Course, any write off or waiver of any accounts receivable of Sirius which are individually or in the aggregate greater than $250,000 and that has previously not been reserved against as doubtful accounts; (ix) Except for this Agreement, entered into cancelled or reduced any material transactionof its insurance coverage; (x) Issued any stocksentering into, bondsmaterial amendment, or other corporate securitiesrelinquishment, termination or made any declaration or payment non-renewal of any dividend or any distribution Sirius Material Contract other than in respect of its capital stock; orthe Ordinary Course; (xi) Experienced damage, destruction or loss (whether or not covered any capital expenditures by insurance) that would Sirius which are individually or in the aggregate have a Material Adverse Effect greater than $250,000; (xii) any settlement or experienced compromise of any other Claim against Sirius in excess of $250,000; (xiii) any material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectaccounting methods, principles or practices of Sirius; or (xiv) any authorization, agreement or commitment by Sirius to do any of the foregoing.

Absence of Certain Changes or Events. The Company has notSince September 30, since the Balance Sheet Date2015, and except as described on Schedule 4.23otherwise permitted by Section 5.1: (i) Incurred Whistler and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice, except as would not, individually or in the aggregate, have or reasonably be expected to have a Whistler Material Adverse Effect and since March 31, 2016 in the ordinary course of business consistent with past practice; (ii) there has not been any acquisition or disposition by Whistler or any of its Subsidiaries of any material property or assets; (iii) no liability or obligation or liability of any nature (whether absolute, accrued, contingent or otherwise) which has had, or is reasonably likely to have, individually or in the aggregate, a Whistler Material Adverse Effect has been incurred; (iv) there has not been any event, circumstance or occurrence which has had, or is reasonably likely to give rise to, individually or in the aggregate, a Whistler Material Adverse Effect; (v) there has not been any material change in the accounting practices used by Whistler and its Subsidiaries except as disclosed in the interim financial statements for the three and six month period ending March 31, 2016; (vi) except for obligations ordinary course adjustments (including as permitted under the Whistler Employee Share Plans) or as contemplated by this Agreement, there has not been any material increase in the salary, bonus, or other remuneration payable by Whistler or any of its Subsidiaries to any of their respective directors, officers, employees or consultants, and there has not been any amendment or modification to the vesting or exercisability schedule or criteria, including any acceleration, right to accelerate or acceleration event or other entitlement under any stock option, restricted stock, deferred compensation or other compensation award or any grant to such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants; (vii) except as disclosed in the Whistler Public Documents, there has not been any redemption, repurchase or other acquisition of Whistler Shares by Whistler, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Whistler Shares; (viii) there has not been any entering into, or any amendment of, any Whistler 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 Whistler’s audited financial statements, other than the settlement of claims or liabilities incurred in the ordinary course, and any such obligation or liability incurred course of business; and (x) there has not been a material change in the ordinary course would not have a Material Adverse Effectlevel of accounts receivable or payable, except for claimsinventories or employees, 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 those changes 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 Effectpractice.

Absence of Certain Changes or Events. The Except as disclosed or reflected in the Company’s Public Documents publicly available on SEDAR or in Schedule 4.16 to the Company has notDisclosure Statement, since March 31, 2004: (a) the Balance Sheet Date, except as described on Schedule 4.23: Company and its Material Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice; (ib) Incurred 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 Company Material Adverse Effect has been incurred; (c) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Company Material Adverse Effect, ; (d) there has not been any change in the accounting practices used by the Company and its Subsidiaries; (e) except for claimsordinary course adjustments to non-executive employees, if anythere has not been any increase in the salary, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrancebonus, or paid other remuneration payable to any non-executive employees of any of the Company or satisfied its Subsidiaries; (f) there has not been any obligations redemption, repurchase or liability other acquisition of Common Shares by the Company, or any declaration, setting aside or payment of any dividend or other distribution (absolutewhether in cash, accruedshares or property) with respect to the Common Shares; (g) there has not been a material change in the level of accounts receivable or payable, contingent inventories or otherwiseemployees; (h) there has not been any entering into, or an amendment of, any Material Contract 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 consistent with past practice; (i) there has not have a Material Adverse Effect; (iii) Increased been any satisfaction or established settlement or 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 rightsliabilities that were not reflected in the Company’s financial statements, except other than the settlement of liabilities incurred 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 with affiliates consistent with past practices; practice; and (viiij) Authorized there has not been any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 increase in the aggregate; (ix) Except for this Agreementsalary, entered into any material transaction; (x) Issued any stocks, bondsbonus, or other corporate securities, remuneration payable to any officers or made any declaration senior or payment executive officers of any dividend the Company 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.

Absence of Certain Changes or Events. The Company has notExcept for transactions specifically contemplated in this Agreement, since the date of the consolidated balance sheet of the Bank Holding Company as of December 31, 2013 (“Balance Sheet DateSheet”), except as described neither the Bank, nor any of its officers, directors or shareholders in their representative capacities on Schedule 4.23behalf of the Bank, have: (ia) Incurred taken any material obligation action or liability (absoluteentered into or agreed to enter into any transaction, accrued, contingent agreement 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) commitment 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 business; (b) forgiven or canceled any indebtedness or waived any claims or rights of material value; (c) granted any increase in the compensation of directors, officers, employees or consultants; (d) suffered any change having a Material Adverse Effect; (iiie) Increased borrowed or established agreed to borrow any reserve funds, incurred or accrual for taxes become subject to, whether directly or other liability on its books by way of assumption or otherwise provided thereforguarantee or otherwise, any obligations or liabilities in excess of $5,000 individually or $10,000 in the aggregate, 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 liabilities 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 that are incurred in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (vif) Disposed paid, discharged or satisfied any material claims, liabilities or obligations other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of claims, of liabilities and obligations reflected or permitted to lapse reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Balance Sheet, or prepaid any patents obligation having a fixed maturity of more than 90 days from the date such obligation was issued or trademarks or any patent or trademark applications material to the operation of its businessincurred; (viig) Incurred knowingly permitted or allowed any significant labor trouble of its property or granted any general or uniform increase in salary or wages payable or assets to become payable by it be subjected 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 practicesencumbrance; (viiih) Authorized purchased or sold, transferred or otherwise disposed of any of its material properties or assets; (i) made any single capital expenditure for real estate or leasehold improvements, machinery, equipment or molds commitment in excess of $10,000.00 5,000 for additions to property, plant, equipment or intangible capital assets or otherwise or made aggregate capital expenditures in the aggregateexcess of $20,000 for additions to property, plant, equipment or intangible capital assets or otherwise; (ixj) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration change in accounting methods or payment of any dividend practices or any distribution in respect of its capital stockinternal control procedures; or (xik) Experienced damagepaid, destruction loaned or loss advanced any amount to, or sold, transferred or leased any properties or assets to any shareholder or any of the Bank’s officers, directors or employees, or any affiliate of the Bank except for (whether or i) compensation paid to officers and employees at rates not covered by insuranceexceeding the rates of compensation paid during the fiscal year last ended, and (ii) that would individually or in the aggregate have a Material Adverse Effect or experienced any advances for travel and other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectbusiness-related expenses.

Absence of Certain Changes or Events. The Company has Outside the normal course of business, the Companies have not, since the Balance Sheet Date, except as described on Schedule 4.234.23 hereto: (i) Incurred any material obligation or or, to the best of the Sellers’ knowledge, liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or or, to the best of the Sellers’ knowledge, 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 improvements in excess of $10,000.00 5,000.00 in the aggregate or for equipment in excess of $50,000 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 in connection with this Agreement, the Stock Option Agreement and the transactions contemplated hereby, as disclosed in the Chartwell SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Chartwell SEC Documents") or in Section 3.1(g) of the Chartwell Disclosure Schedule, 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 Chartwell SEC Documents, Chartwell 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 Chartwell, 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 Chartwell's outstanding capital stock, other than regular quarterly cash dividends of $.04 per share on the Chartwell Common Stock and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Chartwell or any of its capital stock; or subsidiaries to any current or former director or officer of Chartwell or its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of 13 19 business or as was required under any employment agreements or benefit plan listed in Section 3.1(h) of the Chartwell Disclosure Schedule, (xiB) Experienced damageany granting by Chartwell or any of its subsidiaries to any such current or former director or officer of any increase in severance or termination pay except as was required under any agreement listed in Section 3.1(h) of the Chartwell Disclosure Schedule or (C) any entry by Chartwell 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 Chartwell 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 principles or changes individually practices by Chartwell 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 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 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 5,000.00 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, 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 Since January 1, 2008, Seller (including the Balance SheetSeller Subsidiaries) has continued all pricing, sales, receivables and (b) liabilities incurred since the Balance Sheet Date payables practices in accordance with GAAP and in the ordinary course of business consistent with past practice and has not engaged in (i) any trade loading practices or any other promotional sales or discount activity with any customers or distributors with the effect of accelerating to pre-Closing periods sales to the trade or otherwise that would not otherwise be expected (based on past practice) to occur in post-Closing periods, (ii) any practice that would have a Material Adverse Effect; the effect of accelerating to pre-Closing periods collections of receivables that would otherwise be expected (based on past practice) to be made in post-Closing periods, (iii) Increased any practice that would have the effect of postponing to post-Closing periods payments by Seller (including the Seller Subsidiaries) that would otherwise be expected (based on past practice) to be made in pre-Closing periods 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) Mortgagedany other promotional sales, pledged discount activity or subjected inventory overstocking or understocking, in each case in this clause (iv) in a manner outside the ordinary course of business or inconsistent with past practice or contrary to generally accepted industry practices. Since January 1 2008, neither Seller nor any lienSeller Subsidiary has overstocked or under-stocked inventory or produced inventory in excess of, charge or other encumbrance any failed to produce inventory in amounts comparable to, amounts that would be expected to be produced by Seller or a Seller Subsidiary in post-Closing periods or otherwise in amounts in excess of its assets, tangible or intangible; (v) Sold below those amounts of inventory produced by Seller or transferred any of its assets or cancelled any debts or claims or waived any rights, except a Seller Subsidiary in the ordinary course of business and which would not have a Material Adverse Effect;consistent with generally accepted industry practices. Since June 30, 2009, no Seller Subsidiary has distributed any of its assets to the Seller or any Non-Seller Subsidiary or repaid or retired any liabilities or obligations. (vib) Disposed Since June 30, 2009, each of or permitted to lapse any patents or trademarks or any patent or trademark applications material to Seller and the operation of Seller Subsidiaries has conducted its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase business only 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 ordinary course and only in a manner consistent with past practices; practice, and since June 30, 2009, there has not been (viiii) Authorized any capital expenditure for real estate or leasehold improvementsMaterial Adverse Effect on Seller (on a consolidated basis), machinery(ii) any declaration, 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 on, or other distribution (whether in cash, stock or property) (A) in respect of, Seller’s capital stock or any distribution purchase, redemption or other acquisition of Seller’s capital stock or any other securities of Seller, or (B) in respect of its capital stockeither Seller Subsidiary to Seller or to any NonSeller Subsidiary, (iii) any acceleration of the payment of any accounts receivable; or (xiiv) Experienced damage(A) any entry by Seller or the Seller Subsidiaries into, destruction any amendment of or loss modification to or agreement to amend or modify (whether or not covered announcement of an intention to amend or modify) or termination of (x) any employment, deferred compensation, severance, change in control, termination, employee benefit, loan, indemnification, retention, consulting or similar Contract between Seller or the Seller Subsidiaries, on the one hand, and any Participant, on the other hand, (y) any Contract between Seller or the Seller Subsidiaries, on the one hand, and any Participant, on the other hand, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Seller or the Seller Subsidiaries of the nature contemplated by insurancethis Agreement or the Ancillary Documents or (z) that would individually any Benefit Agreement or in the aggregate have a Material Adverse Effect or experienced (B) any other grant by Seller or the Seller Subsidiaries of any awards or rights under any Benefit Plan or Benefit Agreement (including the removal of existing restrictions in any Contract, Benefit Plan or Benefit Agreement or agreements or awards made thereunder), (v) any change in financial or tax accounting methods, principles or practices by Seller or either Seller Subsidiary, except insofar as may have been required by a change in GAAP or applicable Law, (vi) any Tax election or change in Tax election or any settlement or compromise of any Tax liability, (vii) any revaluation by Seller of any of its or any of its subsidiaries’ material adverse change assets or changes individually (viii) any licensing or in other agreement with regard to the aggregate that would have a Material Adverse Effectacquisition or disposition of any Intellectual Property or rights thereto.

Absence of Certain Changes or Events. The Company has notSince December 31, since the Balance Sheet Date, except as described on Schedule 4.232011: (i) Incurred Avion and the Avion Material Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice, except as disclosed in the Avion Public Documents; (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 an Avion 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 an Avion Material Adverse Effect; (iv) there has not been any material change in the accounting practices used by Avion and its Subsidiaries, except for obligations as disclosed in the Avion Public Documents; (v) there has not been any redemption, repurchase or other acquisition of Avion Shares by Avion, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Avion Shares; (vi) 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, except as disclosed in the Avion Public Documents; (vii) 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; (viii) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in Avion’s 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;practice; and (ix) Except except for this Agreementordinary course adjustments, entered into there has not been any material transaction; (x) Issued 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 Avion 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.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Basic Warranty 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 Basic Warranty Date Balance Sheet, and (b) liabilities incurred since the Balance Sheet such Basic Warranty 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 Basic Warranty Date Balance SheetSheet 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 Basic Warranty 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 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 that would have a Material Adverse Effectaffecting 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.

Absence of Certain Changes or Events. The Company Since the date of the Balance Sheet, (a) the Business has notbeen operated only in the Ordinary Course of Business and (b) there has not been any change, event or occurrence that has had, or could reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, since the date of the Balance Sheet Date, except as described on Schedule 4.23Sheet: (i) Incurred there has not been (prior to the date of this Agreement) any damage, destruction or loss with respect to any material obligation or liability Business Asset (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in to the ordinary course, and any such obligation or liability incurred in the ordinary course would extent not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceinsurance payable to the applicable Transferred Company); (ii) Discharged or satisfied any lien or encumbrance, no Transferred Company has (x) awarded or paid or satisfied any obligations or liability (absolutebonuses to employees of any Transferred Company with respect to the six-months ended June 30, 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 therefor2007, except (a) as disclosed to the extent accrued on the Balance Sheet, or (by) except as may have been set forth on Schedule 2.6 of the Disclosure Letter or as otherwise required under generally accepted accounting principles due by the terms of any written agreement in effect on the date hereof or applicable Law, entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to income earned or expense accrued since increase 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 compensation payable or to become payable by it to any directorof its directors, officerofficers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance pension or other employee benefit plan, payment or agentarrangement made to, for or with such directors, officers, employees, agents or representatives, in each case of clause (y) outside the Ordinary Course of Business; (iii) as of the date hereof, except as required by applicable Laws, there has not been any material change by any Transferred Company in Tax accounting methods nor has there been any change or rescission by any Transferred Company of any material election in respect of Taxes, any filing of any material amended Tax Return by any Transferred Company, or by means any settlement of any bonus material Tax claim or pension planassessment by any Transferred Company, contract or other commitment increased in each case, which could reasonably be expected to affect the compensation Tax liability of any directorTransferred for any taxable period beginning after the Closing Date; (iv) no Transferred Company has entered into any transaction or Contract other than in the Ordinary Course of Business; (v) the Transferred Companies have paid and discharged current Liabilities in the Ordinary Course of Business, officerexcept where disputed in good faith; (vi) no Transferred Company has (A) mortgaged, employee pledged or agentsubjected to any Lien any of its Assets (other than Permitted Liens and Liens securing Indebtedness to be released on prior to the Closing), or (B) acquired any Assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any Assets of any Transferred Company, except for Assets acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (vii) no Transferred Company has made any loans or advances, other than regularly scheduled increases that are consistent with past practicesin the Ordinary Course of Business, or any capital contributions to, or investments in, any Person (other than a Transferred Company); (viii) Authorized no Transferred Company has canceled or compromised any capital expenditure for real estate debt or leasehold improvementsclaim or amended, machinerycanceled, equipment terminated, relinquished, waived or molds in excess of $10,000.00 released any Contract or right except in the aggregateOrdinary Course of Business; (ix) Except for this Agreementno Transferred Company has made or committed to make any capital expenditures in excess of U.S. $50,000 individually or U.S. $500,000 in the aggregate, entered into any material transactionexcept as provided in the capital expenditure budgets of the Transferred Companies provided to Buyer; (x) Issued no Transferred Company has granted any stocks, bonds, license or other corporate securities, or made any declaration or payment sublicense of any dividend rights under or with respect to any distribution Intellectual Property owned by any Transferred Company except in respect the Ordinary Course of its capital stockBusiness; orand (xi) Experienced damageno Transferred Company has instituted or settled any Proceeding in excess of U.S. $50,000; and (xii) none of the Rockwood Sellers or the Transferred Companies has agreed, destruction committed, arranged or loss entered into any understanding to do anything set forth 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 Effect— (xi).

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the Decorate Disclosure Letter, since the Balance Sheet Date, and except as described on Schedule 4.23contemplated by this Agreement, from and after January 1, 2001 through the date of this Agreement: (a) Decorate and JBE have carried on their business only in the ordinary and usual course consistent with past practices, (b) Neither Decorate nor JBE has amended its articles of incorporation (other than to effectuate the conversion from ▇▇▇▇▇▇▇▇.▇▇▇, L.L.C. to Decorate, Inc.), (c) Neither Decorate nor JBE has granted any option for the purchase of its capital stock, effected any stock split, or otherwise changed its capitalization, (d) Neither Decorate nor JBE has declared, set aside, or paid any dividend or other distribution in respect to any of its capital stock, (e) Neither Decorate nor JBE has issued or sold any of its capital stock, or issued or sold any corporate debt securities or otherwise incurred debt which would be classified as long term on the balance sheet, (f) Neither Decorate nor JBE has (i) Incurred incurred any material obligation obligations or liability (absoluteabsolute or contingent), accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary coursecourse of business, and or (ii) mortgaged, pledged, or subjected to lien, claim, security interest, charge, encumbrance or restriction any such of its assets or properties, (g) Neither Decorate nor JBE has discharged or set aside any material lien, mortgage, pledge, claim, security interest, charge, encumbrance, or restriction or paid any material obligation or liability incurred in the ordinary course would not have a Material Adverse Effect(absolute or contingent), 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;business, (iiih) Increased or established any reserve or accrual for taxes or other liability on its books Neither Decorate nor JBE has sold, assigned, transferred, leased, exchanged, or otherwise provided therefordisposed of, 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 in the ordinary course of business and which would not have a Material Adverse Effect;business, any of its properties or assets, (vii) Disposed Neither Decorate nor JBE has increased the rate of compensation of, or permitted to lapse paid any patents or trademarks or bonus to, any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble directors or granted any general officers, except merit or uniform increase promotion increases 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 accordance 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, existing policies; entered into any material transaction; (x) Issued new, or amended or supplemented any stocksexisting, bondsemployment, management, consulting, deferred compensation, severance, or other corporate securitiessimilar contract not heretofore provided to GuildMaster; adopted, entered into, terminated, amended or made modified any declaration or payment of any dividend or any distribution Decorate Benefit Plan in respect to any of its capital stockpresent or former directors, officers or other employees; oror agreed to any of the foregoing, (xij) Experienced Neither Decorate nor JBE has suffered any material damage, destruction or loss (as a result of fire, accident, casualty, labor trouble, or taking of property by any government or any agency of any government, flood, or other similar or dissimilar casualty or event or otherwise, and whether or not covered by insurance, (k) that would Neither Decorate nor JBE has cancelled or compromised any debt to the extent exceeding Ten Thousand Dollars ($10,000.00) owed to Decorate or JBE or claim to an extent exceeding Ten Thousand Dollars ($10,000.00) asserted by Decorate or JBE, (l) Neither Decorate nor JBE has entered, or agreed to enter, into any agreement or arrangement granting any right of refusal or other preferential right to purchase any of its material assets, properties or rights or requiring the consent of any party to the transfer or assignment of any such material assets, properties or rights, (m) There has not been any transaction, commitment, dispute or other event or condition of any character (whether or not in the ordinary course of business) individually or in the aggregate have having or which, insofar as reasonably can be foreseen, in the future is reasonably likely to have, a Decorate Material Adverse Effect Effect, and (n) There has not been any material change in the method of accounting or experienced accounting practices of Decorate or JBE, except as required by generally accepted accounting principles. Except as set forth in the Decorate Disclosure Letter, neither Decorate nor JBE has knowledge of the announced or anticipated resignation of any other material adverse change executive officer or key employee of Decorate or JBE. From and after the date of the latest Decorate Financial Statement, through the date of this Agreement, no customers of Decorate or JBE have indicated to Decorate or JBE that they will stop or decrease the rate of business done with Decorate or JBE (except for changes in the ordinary course of business) such as to, individually or in the aggregate that would aggregate, have a Decorate Material Adverse Effect.

Absence of Certain Changes or Events. The Company has not, since Since the Balance Sheet Datedate the interim Financial Statements provided to Buyer were prepared, except as described disclosed on Schedule 4.23SCHEDULE 7.18, there has not been any: (ia) Incurred any as of the date hereof, material obligation or liability adverse change in the operations, condition (absolute, accrued, contingent financial or otherwise), assets, or liabilities of Seller or the Business; (b) 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 consistent with past practice, increase in the compensation payable or to become payable by Seller to any of its officers, employees, or agents, (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 officer, employee, or agent of Seller, (iii) employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by Seller for any officer, employee, or agent of Seller except pursuant to the existing plans and arrangements described in the Schedules hereto, or (iv) new employment agreement to which Seller is a Material Adverse Effectparty; (iiic) Increased addition to or established any reserve modification of the Employee Plans of Seller, arrangements or accrual practices affecting employees other than (i) contributions made for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on 1998 in accordance with the Balance Sheet, normal practices of Seller or (bii) as may have been required under generally accepted accounting principles due the extension of coverage to income earned or expense accrued since other employees who became eligible after the Balance Sheet Date and as disclosed date of the most recent Financial Statements provided to the Purchaser in writingBuyer; (ivd) Mortgagedsale, pledged assignment, or subjected to transfer of any lien, charge or material assets of Seller other encumbrance any of its assets, tangible or intangiblethan in the ordinary course; (ve) Sold cancellation of any indebtedness or transferred waiver of any rights of substantial value to Seller (other than accounts receivable), whether or not in the ordinary course of business; (f) amendment, cancellation, or termination of any Contract, license, or other instrument material to Seller or the Business; (g) capital expenditure or commitments for capital expenditures or the execution of any lease by Seller involving payments in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (h) failure to operate the Business in the ordinary course so as to use reasonable efforts to preserve the Business intact, to keep available the services of all officers, employees, or agents of Seller, and to preserve the goodwill of Seller's suppliers, customers, and others having business relations with Seller; (i) change in accounting methods or practices by Seller; (j) revaluation by Seller of any of its assets the Assets, including without limitation, writing off notes, inventory, or cancelled any debts or claims or waived any rightsaccounts receivable (other than, except in the case of accounts receivable, in the ordinary course of business and which would so as not have a Material Adverse Effectto exceed Seller's reserve for bad debt as reflected in Seller's most recent balance sheet); (vik) 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 destruction, or loss (whether or not covered by insurance) that would individually adversely affecting the Business or any of the Assets; or (l) indebtedness incurred by Seller for borrowed money or commitment to borrow money entered into by Seller, or any loans made or agreed to be made by Seller (other than a drawdown under Seller's revolving line of bank credit 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 Effectamount of $250,000).

Absence of Certain Changes or Events. The Company has notExcept as set forth in the EDI Securities Filings filed and publicly available prior to the date of this Agreement or in SCHEDULE 2.9 attached hereto or as permitted by SECTION 4.1, since the Balance Sheet DateSeptember 30, except as described on Schedule 4.23: 1997, (i) Incurred there has not been any material obligation event, occurrence, fact, condition, change, development or liability effect (absolute, accrued, contingent "EVENT") that has had 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 could reasonably be expected to have a an EDI 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 EDI and the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date EDI Subsidiaries have operated only in the ordinary course of business that would and consistent with past practice; and (iii) without limiting the generality of the foregoing, and except as disclosed on SCHEDULE 2.9 attached hereto, there has not have a Material Adverse Effectbeen, occurred or arisen: (a) any declaration, payment or setting aside for payment of any dividend (except to EDI or an EDI Subsidiary) or other distribution or any redemption, purchase or other acquisition of any shares of capital stock or securities of EDI by or from EDI; (iiib) Increased or established any reserve or accrual for taxes employment, deferred compensation or other liability on its books salary, wage or otherwise provided thereforcompensation contract entered into between EDI and any EDI employee, except (a) as disclosed for normal and customary contracts in the ordinary course of business and consistent with past practice; or any increase in the salary, wages or other compensation of any kind, whether current or deferred, of any EDI employee, other than routine increases that were made in the ordinary course of business and consistent with past practices; or any creation of any benefit plan or amendment or modification of any benefit plan; or any election by or 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 behalf of EDI made pursuant to the Purchaser in writingprovisions of any benefit plan to accelerate any payments, obligations or vesting schedules under any benefit plans; (ivc) Mortgagedany issuance, pledged sale or subjected to disposition by EDI of any liendebenture, charge note, stock or other encumbrance security issued by EDI, or any modification or amendment of its assetsany right of the holder of any outstanding debenture, tangible note, stock or intangibleother security issued by EDI; (vd) Sold or transferred any liability involving the borrowing of its assets or cancelled any debts or claims or waived any rights, money by EDI 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; (viiie) Authorized any capital expenditure except for real estate or leasehold improvementsfair value received, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreementordinary course of business and consistent with past practices, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment cancellation of any dividend or liability owed to EDI by any distribution in respect of its capital stockother person; or (xif) Experienced damage, destruction any amendment to the Certificate of Incorporation 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 EffectBy-laws of EDI.

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 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 5,000.00 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 not(a) Except as (i) set forth in Section 3.9(a) of the Interstate Disclosure Letter, (ii) disclosed in the Interstate SEC Reports filed with the SEC since December 31, 2001 and which have been filed and are publicly available prior to the date of this Agreement ("INTERSTATE FILED SEC REPORTS") or (iii) permitted after the date hereof by Section 5.1 hereof, since December 31, 2001, (A) Interstate and the Balance Sheet DateInterstate 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 4.23Interstate 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, contingent managed or otherwise) except for obligations otherwise used by Interstate or liabilities incurred any Interstate Subsidiary, whether or not covered by insurance, which damage, destruction or 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 Interstate; (ii) Discharged any material change by Interstate in its or satisfied any lien Interstate 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 Interstate Common Stock 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 Interstate'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 Interstate 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, Interstate 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 Interstate or any Interstate 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 Interstate or any Interstate Subsidiary for the obligations of any other person (other than any wholly owned Interstate 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 $100,000; (vi) Disposed of any creation or permitted to lapse any patents or trademarks assumption by Interstate or any patent Interstate Subsidiary of any Lien on any material asset of Interstate or trademark applications material to any Interstate Subsidiary, other than in the operation ordinary course of its business, consistent with past practice; (vii) Incurred any significant labor trouble making of any loan, advance or granted capital contribution to or investment in any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, person (including an employee or agent, director of Interstate or any Interstate Subsidiary) by means of Interstate or any bonus Interstate Subsidiary (other than to Interstate or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentInterstate Subsidiary), other than regularly scheduled increases that are in the ordinary course of business, consistent with past practicespractice and individually not in excess of $50,000; (viii) Authorized any capital expenditure for real estate contract or leasehold improvements, machinery, equipment agreement entered into by Interstate or molds in excess any Interstate Subsidiary relating to any material acquisition or disposition of $10,000.00 in the aggregateany assets or business; (ix) Except for any modification, amendment, assignment or termination of or relinquishment by Interstate or any Interstate Subsidiary of any rights under any Contract (including any insurance policy naming it as a beneficiary or a loss payable payee) that has resulted or could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect on Interstate other than transactions, commitments, contracts or agreements in the ordinary course of business consistent with past practice or those contemplated by this Agreement, entered into any material transaction;; or (x) Issued any stockscontract, bondslicense or other agreement entered into by Interstate or any Interstate Subsidiary that contains (A) any "change of control" provision that would be triggered by, (B) any provision that would cause the termination or adverse modification of such contract as a result of, or other corporate securities, or made (C) 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) prohibition on transfer that would be violated or breached by, in each case, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby that has resulted or could reasonably be expected to result in, individually or in the aggregate have aggregate, 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 Interstate.

Absence of Certain Changes or Events. The Company has not, since Since the date of the Recent Balance Sheet DateSheet, except as described on set forth in Schedule 4.234.12, Rapor has conducted its business only in the ordinary course consistent with past practice and has not: (ia) Incurred declared or paid any material dividend or made any other payment or distribution in respect of its capital stock; (b) purchased, redeemed, issued, sold or otherwise acquired or disposed of, either directly or indirectly, any of its capital stock or reclassified, split or otherwise changed any of its capital stock or granted or entered into any options, warrants, puts or calls or other rights to purchase, sell or convert any obligation into any of, its capital stock; (c) paid, discharged or satisfied any Encumbrance (other than an Encumbrance then required to be paid, discharged or satisfied), claim, liability or obligation (absolutewhether fixed, accrued, contingent or otherwise) except for obligations , whether due or liabilities incurred in the ordinary courseto become due), 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 a claim, liability or obligation that is a current liability shown or reflected on the Recent Balance Sheet, and (b) liabilities Sheet or incurred since the date of the Recent Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectconsistent with past practice; (iiid) Increased canceled or established compromised any reserve debt or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheetclaim, or (b) as may have been required under generally accepted accounting principles due to income earned waived or expense accrued since released any material right, other than adjustments in the Balance Sheet Date and as disclosed to ordinary course of business which, in the Purchaser in writingaggregate, are not material; (ive) Mortgagedsold, pledged assigned, transferred, conveyed, leased, pledged, encumbered or subjected to any lien, charge or other encumbrance otherwise disposed of any of its assetsAssets (real or personal, 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 Effectconsistent with past practice. (f) transferred or granted any right under, or entered into any settlement regarding the breach or infringement of, any Intellectual Property right, or modified any existing right with respect thereto; (vig) 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 made or granted any general or uniform increase in salary the compensation (whether salary, commission, bonus, benefits (retirement, severance or wages payable other) or to become payable by it to other direct or indirect remuneration) of any director, officer, employee or agentof Rapor's employees (other than individual increases which were generally consistent in amount with Rapor's historical practices), or by means of made or granted any bonus or pension plan, contract or other commitment increased increase in the compensation of the officers of Rapor, or entered into any directoremployment, officerseverance, bonus or similar agreement with any employee or agent, other than regularly scheduled increases that are consistent with past practicesof Rapor; (viiih) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds changed accounting methods other than in excess of $10,000.00 in the aggregateaccordance with GAAP; (ixi) Except for this Agreement, entered into received any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment notice of termination of any dividend Contract or suffered any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss adversely affecting Rapor's Assets; (whether j) made any capital expenditures or not covered by insurance) that would individually additions to property, plant or in the aggregate have a Material Adverse Effect equipment or experienced acquired of any other material adverse change property or changes individually assets (other than raw materials and supplies) at a cost in excess of $10,000; (k) incurred or in the aggregate that would have a assumed any indebtedness for money borrowed or guarantied any indebtedness or other obligation of another Person; (l) suffered any Material Adverse Effect; or (m) agreed or otherwise committed, whether in writing or otherwise, to do, or taken any action or omitted to take any action that would result in, any of the foregoing.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the GuildMaster Disclosure Letter, since the Balance Sheet Date, and except as described on Schedule 4.23contemplated by this Agreement, from and after January 1, 2001 through the date of this Agreement: (a) GuildMaster has carried on its business in the ordinary and usual course consistent with past practices; (b) GuildMaster has not amended its articles of incorporation; (c) GuildMaster has not issued or sold any of its capital stock, or issued or sold any corporate debt securities or otherwise incurred debt which would be classified as long term debt on its balance sheet; (d) GuildMaster has not granted any option for the purchase of its capital stock, effected any stock split, or otherwise changed its capitalization; (e) GuildMaster has not declared, set aside, or paid a dividend or other distribution in respect of its capital stock, or, directly or indirectly, redeemed or otherwise acquired any of its capital stock; (f) GuildMaster has not (i) Incurred incurred any material obligation obligations or liability (absoluteabsolute or contingent), accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary coursecourse of business, and or (ii) mortgaged, pledged, or subjected to lien, claim, security interest, charge, encumbrance or restriction any such of its assets or properties; (g) GuildMaster has not discharged or set aside any material lien, mortgage, pledge, claim, security interest, charge, encumbrance, or restriction or paid any material obligation or liability incurred (absolute or contingent), other than in the ordinary course would of business; (h) GuildMaster has not have a Material Adverse Effectsold, assigned, transferred, leased, exchanged, or otherwise disposed of, other than in the ordinary course of business, any of its properties or assets; (i) GuildMaster has not increased the rate of compensation of, or paid any bonus to, any of its directors or officers, except for claimsmerit or promotion increases in accordance with existing policy; entered into any new, if anyor amended or supplemented any existing, that are adequately employment, management, consulting, deferred compensation, severance, or other similar contract not heretofore provided to Decorate and JBE; adopted, entered into, terminated, amended or modified any GuildMaster Benefit Plan in respect of any of its present or former directors, officers or other employees; or agreed to any of the foregoing; (j) GuildMaster has not suffered any material damage, destruction or loss as a result of fire, accident, casualty, labor trouble, or taking of property by any government or any agency of any government, flood, or other similar or dissimilar casualty or event or otherwise, and whether or not covered by insurance; (iik) Discharged GuildMaster has not cancelled or satisfied compromised any lien debt to the extent exceeding $10,000.00 owed to GuildMaster or encumbranceclaim to an extent exceeding $10,000.00 asserted by GuildMaster; (l) GuildMaster has not entered, or paid agreed to enter, into any agreement or satisfied arrangement granting any obligations right of refusal or liability other preferential right to purchase any of its material assets, properties or rights or requiring the consent of any party to the transfer or assignment of any such material assets, properties or rights; (absolutem) There has not been any other transaction, accruedcommitment, contingent dispute or otherwise) other than event or condition of any character (a) liabilities shown whether or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date not in the ordinary course of business that would not have business) individually or in the aggregate having or which, insofar as reasonably can be foreseen, in the future is reasonably likely to have, a GuildMaster Material Adverse Effect;; and (iiin) Increased There has not been any change in the method of accounting or established any reserve or accrual for taxes or other liability on its books or otherwise provided thereforaccounting practices of GuildMaster, except (a) as disclosed on the Balance Sheet, or (b) as may have been be required under by generally accepted accounting principles due principles. Except as set forth in the GuildMaster Disclosure Letter, GuildMaster has no knowledge of the announced or anticipated resignation of any executive officer or key employee of GuildMaster. From and after the date of the latest GuildMaster Financial Statement, through the date of this Agreement, no customers of GuildMaster have indicated to income earned GuildMaster that they will stop or expense accrued since decrease the Balance Sheet Date and as disclosed to the Purchaser in writing; rate of business done with GuildMaster (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 changes in the ordinary course of business and which would not have a Material Adverse Effect; (vibusiness) 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 directorsuch as to, 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 aggregate, have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a GuildMaster Material Adverse Effect.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet DateMarch 31, 2007, except as described on Schedule 4.23SCHEDULE 3.21: (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 Final 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 Final Balance Sheet Date and as disclosed to the Purchaser in writingor any subsequent Interim Financial Statement; (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 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. Neither the Company nor any Seller is aware of increased competitive activities or of plans for such increased activities in markets for the Company’s products over the level of competitive activities experienced by the Company in the past twelve months. 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 not(a) Except as set forth in Section 4.6(a) of the Disclosure Letter, since April 2, 2005, the Balance Sheet Date, except as described on Schedule 4.23Acquired Companies have been operated in the ordinary course or business consistent with past practice and: (i) Incurred other than circumstances affecting the Acquired Companies and their competitors generally, there has not occurred any material obligation event or liability (absolutecircumstance that, accrued, contingent individually or otherwise) except for obligations or liabilities incurred in the ordinary courseaggregate, and any such obligation has had 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 could reasonably be expected to have a Material Adverse Effect; (iiiii) Increased there has not been any change in the Tax reporting (other than as required by applicable Law) or established accounting policies or practices of any reserve of the Acquired Companies including practices with respect to the payment of accounts payable or accrual the collection of accounts receivable and none of the Acquired Companies has settled or compromised any material Tax liability, filed any materially amended Tax Returns, other than consistent with past practices for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance SheetU.S. federal income tax purposes, or (b) as may have been required under generally accepted accounting principles due to income earned made or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingrevoked any material Tax election; (iviii) Mortgagednone of the Acquired Companies has incurred any Indebtedness other than pursuant to the agreements, pledged notes and instruments described in Section 4.22 of the Disclosure Letter, or subjected assumed, guaranteed, or endorsed the Indebtedness of any other Person, or canceled any debt owed to it or released any lienclaim possessed by it, 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 in the ordinary course of business consistent with past practice, except for any such incurrences, assumptions, guarantees, endorsements, cancellations and releases which would not have a Material Adverse Effectare reflected in the Audited Financial Statements or the Interim Financial Statements, as the case may be; (viiv) Disposed (i) none of the Acquired Companies has made, or permitted to lapse granted, (A) any patents or trademarks bonus or any patent wage, severance or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in termination pay, salary or wages payable or to become payable by it compensation increase to any current or former 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 agentconsultant, other than regularly scheduled salary increases that are and bonuses in the ordinary course of business consistent with past practicespractice, (B) any increase of any benefit provided under any employee benefit plan, employment agreement or arrangement, including any fringe benefit plan or arrangement, or (C) any equity or equity-based compensation award; and (ii) except as required to reflect legal requirements or avoid adverse tax consequences to the Acquired Companies or to any employees of the Acquired Companies, none of the Acquired Companies has amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (viiiv) Authorized none of the Acquired Companies has issued, transferred, sold or delivered any shares of its capital stock (or its equivalent or options or other convertible securities convertible into or exchangeable or exercisable for, with or without additional consideration, such capital stock or its equivalent) or any other interest therein, or created any Liens on such capital stock except in connection with the exercise of Options; (vi) none of the Acquired Companies has merged or consolidated with any corporation or other entity or invested in, loaned, made an advance or capital contribution to or otherwise acquired any capital expenditure for real estate stock or leasehold improvementsbusiness of any Person, machineryor consummated any business combination transaction, equipment in each case, whether a single transaction or molds series of related transaction; and (vii) none of the Acquired Companies has amended its Charter Documents to take, agree to take or authorize any action to wind up its affairs or dissolve or change its corporate or other organizational form or amend any terms of its outstanding securities. (b) Except as set forth in Section 4.6(b) of the Disclosure Letter, since November 30, 2005: (i) none of the Acquired Companies has suffered any theft, damage, destruction or loss of or to any tangible asset or assets having a value in excess of Twenty Five Thousand Dollars ($10,000.00 25,000) individually or Fifty Thousand Dollars ($50,000) in the aggregate; (ixii) none of the Acquired Companies has sold, assigned, transferred or subjected to any Lien or otherwise disposed of any tangible or intangible assets having a book value in excess of Twenty Five Thousand Dollars ($25,000), except for sales of inventory in the ordinary course of business consistent with past practice and except for Permitted Liens; (iii) none of the Acquired Companies has purchased or leased, or has committed to purchase or lease, or authorized any capital expenditures or commitment for capital expenditures, of any asset for an amount in excess of Fifty Thousand Dollars ($50,000), except purchases of inventory and supplies in the ordinary course of business consistent with past practice; and (iv) none of the Acquired Companies has abandoned or cancelled any material Intellectual Property rights. (c) Except for this Agreementas disclosed in Section 4.6(a) and (b) of the Disclosure Letter, none of Sellers, Beneficial Sellers, Sellers’ Representative or Acquired Companies has entered into any material transaction; (x) Issued agreement or otherwise committed to do 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 Company has not, since Since the Balance Sheet Date, except as described on Schedule 4.23the Company has not: (i1) Incurred issued, delivered or agreed to issue or deliver any material Capital Stock, 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; (2) borrowed or agreed to borrow any funds in excess of the amount thereof shown on the Balance Sheet; (3) 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; (ii4) 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 $50,000 incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectand consistent with prior practice; (iii5) Increased or established any reserve or accrual for taxes or other liability on its books sold, transferred, leased to others or otherwise provided therefordisposed of any material amount of assets, 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 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 material debt or claim, or waived or released any material right of substantial value; (vi6) Disposed except as set forth in the Disclosure Letter, 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; (7) reduced its inventories or supplies below normal and adequate levels for the continuation of business in the usual course; (8) 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; (9) 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; (10) except in the ordinary course of business consistent in all respects (including as to amount) with past practice, or as set forth in the Disclosure Letter, 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 the Company; (11) 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 $50,000 or whose resulting compensation will exceed $50,000 annually; 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; (12) except as set forth in the Disclosure Letter, declared or made, or agreed to declare or make, any payment of distributions of any assets of any kind whatsoever to the Shareholder or any affiliate of the Shareholder, or purchased or redeemed, or agreed to purchase or redeem, any of the Company's Capital Stock, or made or agreed to make any payment to the Shareholder or any affiliate of the Shareholder, whether on account or with respect to long-term debt, management fees or otherwise; (13) 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, (14) 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 otherwise described herein or in the Utilities Schedules, or permitted in writing by the Shareholders, since the Balance Sheet Date, except as described on Schedule 4.23date of the most recent Utilities balance sheet: (a) Utilities has not (i) Incurred amended its Articles of Incorporation or By-Laws; or (ii) 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, any of its capital stock (however, Utilities may change its name to Intermost Holding, Inc. or a name substantially similar thereto prior to the Closing); (b) Utilities has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute, accrued, contingent absolute or otherwisecontingent) 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; of business; (iiiii) Discharged or satisfied any lien or encumbrance, or paid or satisfied agreed to pay any material obligations or liability liabilities (absolute, accrued, contingent absolute or otherwisecontingent) other than (a) current liabilities reflected in or shown or reflected on the Balance Sheet, most recent Utilities balance sheet and (b) current 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 date in the ordinary course of business and which would professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby, including but not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material limited to the operation divestiture of its business; assets and liabilities; (viiiv) Incurred issued, delivered or agreed to issue or deliver, 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 stocksstock, bonds, or other corporate securitiessecurities including debentures (whether authorized and unissued or held as treasury stock), or made any declaration or payment of any dividend or any distribution except in respect of its capital stockconnection with this Agreement; orand (xic) Experienced damageto the best knowledge of Utilities, destruction it has not become subject to any law or loss (whether or not covered by insurance) that would individually regulation which materially and adversely affects, or in the aggregate have a Material Adverse Effect future, may adversely affect, the business, operations, properties, assets or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectcondition of Utilities.

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 Except as set forth on Schedule 3.07 of the Disclosure Schedules, since December 31, 2020, 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 conducted its business only in the ordinary course, Ordinary Course of Business and any such obligation or liability incurred in the ordinary course would there has not have been a Material Adverse Effect. Without limiting the foregoing, except for claimsas set forth on Schedule 3.07 of the Disclosure Schedules, if anysince December 31, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance2020, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than the Company has not (a) liabilities shown issued, purchased or reflected on the Balance Sheetredeemed any of its equity securities, and or granted or issued any option, warrant or other right to purchase or acquire any such equity securities, (b) incurred or discharged any liabilities, except liabilities incurred since the Balance Sheet Date or discharged in the ordinary course Ordinary Course of business that would not have a Material Adverse Effect; Business, (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) Mortgaged, pledged or subjected to any lien, charge or other encumbrance encumbered any of its properties or assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except for Encumbrances incurred in the ordinary course Ordinary Course of business and which would not have a Material Adverse Effect; Business, (vid) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (viii) Incurred any significant labor trouble or granted any general or uniform increase in salary the salaries (other than normal increases for employees averaging not in excess of five percent (5%) per annum made in the Ordinary Course of Business) or wages other compensation or benefits payable or to become payable by it to, or any advance (excluding advances for ordinary business expenses consistent with past practice) or loan to, any officer, director, shareholder, member, partner, employee or independent contractor of the Company, (ii) made any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans, (iii) granted or made any other payment of any kind to or on behalf of any officer, director, member, partner, shareholder, employee or independent contractor other than payment of base compensation and benefits and reimbursement for reasonable expenses in the Ordinary Course of Business or (iv) adopted, amended or terminated any employee benefit plan (including any Benefit Plan) or any stay bonus, retention bonus, transaction bonus or change in control bonus plan or arrangement, other than, in any case, amendments required by applicable Law or in connection with the transactions contemplated hereby, (e) suffered any adverse change or, to the knowledge of Seller, received any threat of any adverse change in any of its relations with, or any loss or, to the knowledge of Seller, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material to the Business, including any adverse loss or change as a result of the transactions contemplated by this Agreement, (f) disposed of or has failed to keep in effect any rights in, to or for the use of any Permit material to the Business, (g) changed any method of keeping of their respective books of account or accounting practices, except for changes required by GAAP, (h) disposed of or failed to keep in effect any rights in, to or for the use of any of the Intellectual Property material to the Business, (i) sold, transferred or otherwise disposed of any assets, properties or rights of the Business, except inventory sold in the Ordinary Course of Business, (j) entered into any transaction, Material Contract or event outside the Ordinary Course of Business or with Seller or any partner, shareholder, member, officer, employee or agent, or by means of any bonus or pension plan, contract director or other commitment increased Affiliate of the compensation of any directorCompany, officerexcept in connection with the transactions contemplated hereby, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viiik) Authorized made nor authorized any capital expenditure for real estate outside of the 2021 Capital Expenditure Plan provided by Company, (l) changed or leasehold improvementsmodified in any manner its existing credit, machinerycollection and payment policies, equipment procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or molds delay in excess making collections 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 receivables (whether or not covered by insurancepast due), acceleration of payment of payables or failure to pay or delay in payment of payables, (m) that would individually incurred any material damage, destruction, theft, loss or business interruption, (n) made any declaration, payment or setting aside for payment of any distribution (whether in equity or property) with respect to any securities or interests of the Company, except in accordance with this Agreement, (o) made (except as consistent with past practice) or revoked any Tax election or settled or compromised any material Tax liability with any Taxing Authority, or (p) waived or released any material right or claim of the Company or incurred any modifications, amendments or terminations of any Material Contracts which are in the aggregate have a Material Adverse Effect materially adverse to the Company or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectBusiness.

Absence of Certain Changes or Events. The Company has notSince December 31, since the Balance Sheet Date, 2010 and except as described on Schedule 4.23otherwise permitted by Section 6.1 or as publicly disclosed by TMX Group: (i) Incurred TMX Group and its Subsidiaries have conducted their respective businesses only in the ordinary course of business; (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 TMX ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 TMX ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect; (iv) except in connection with TMX Group’s conversion from GAAP to IFRS, there has not been any change in the accounting practices used by TMX Group and its Subsidiaries; (v) except for obligations ordinary course adjustments to employees (other than directors or officers), there has not been any material increase in the salary, bonus, or other remuneration payable to any non-executive employees of any of TMX Group or its Subsidiaries; (vi) except for ordinary course adjustments, there has not been any increase in the salary, bonus, or other remuneration payable to any officers or senior or executive officers of TMX Group or any of its Subsidiaries or any amendment or modification to the vesting or exercisability schedule or criteria, including any acceleration, right to accelerate or acceleration event or other entitlement under any stock option, restricted stock, deferred compensation or other compensation award of any officer, senior officer or executive officer of TMX Group or any of its Subsidiaries; (vii) there has not been any redemption, repurchase or other acquisition of TMX Group Shares by TMX Group, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the TMX Group Shares; (viii) there has not been a material change in the level of accounts receivable or payable, inventories or employees of TMX Group or any of its Subsidiaries, other than those changes in the ordinary course of business; (ix) there has not been any entering into, or an amendment of, any Material Contract of TMX Group or any of its Subsidiaries other than: (i) the entering into of the merger agreement between TMX Group and London Stock Exchange Group plc and its termination in accordance with its terms or (ii) in the ordinary course of business; and (x) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in TMX Group’s consolidated 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; (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 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 in the Disclosure Letter, since the Balance Sheet Date, except as described on Schedule 4.23the Company has not: (i) Incurred issued, delivered or agreed to issue or deliver any material Capital Stock, 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 First Commercial Bank, 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 due to third parties and other liabilities incurred in the ordinary course, and any such obligation or liability obligations 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 outside the ordinary course of business 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 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 assets, except for inventories, supplies or other assets sold for fair consideration in the ordinary course of business and assets no longer used or useful in the conduct of its assets business, or cancelled canceled or compromised any debts debt or claims claim, or waived or released any right of substantial value other than non-material debts and claims in the ordinary course of business; (vi) except as set forth in the Disclosure Letter and except for expiration or termination in accordance with the terms of any contract, lease or agreement, received any notice of termination of any contract, lease or other agreement, or suffered any damage, destruction or casualty loss (whether or not covered by insurance) which, in any case or in the aggregate, has had a material adverse effect on its condition (financial or otherwise), properties, assets, liabilities, operations or prospects; (vii) reduced its inventories or supplies materially below normal 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 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, 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; (viix) Incurred except as set forth in the Disclosure Letter and except with regard to a tax distribution to pay the tax liability associated with the income of the Company since January 1, 1999, made any significant labor trouble accrual or granted arrangement for any general bonus, or uniform increase 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 salary excess of $10,000; or wages (b) any person, firm or corporation which is or was furnishing professional or consulting services to the Company; (xi) increased the rate of compensation payable or to become payable by it to any directorof its directors, officer, employee officers or agent, employees who is or by means of any bonus or pension plan, contract or other commitment increased the was receiving 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 at an annual rate in excess of $10,000.00 10,000; entered into an employment agreement or amended any employment agreement for any such person; or made any material increase in the aggregateany insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such director, officer or employees; (ixxii) Except for this Agreementexcept as set forth in the Disclosure Letter, entered into declared or made, or agreed to declare or make, any material transactionpayment of distributions of any assets of any kind whatsoever to any Shareholder or any affiliate of any Shareholder, or purchased or redeemed, or agreed to purchase or redeem, any of its Capital Stock, or made or agreed to make any payment to any Shareholder or any affiliate of any Shareholder, whether on account or with respect to long-term debt, management fees or otherwise except in the ordinary course of business, such as normal payroll payments; (xxiii) Issued any stocksto the best knowledge of Shareholder, 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 suffered any other material adverse change change, event or changes individually condition outside the ordinary course of business which, in any case or in the aggregate that would have aggregate, has had 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; provided, however, any commitments made by or at the direction of IBS shall not constitute a breach of the representations and warranties of Shareholder.

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 practive 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 on Schedule 4.8, since the Balance Sheet DateDate (a) the Company has conducted its business only in the ordinary course and consistent with past practice, (b) there has not been any developments or events which have had or to Sellers' Knowledge could reasonably be expected, with the passage of time, to have, individually or in the aggregate, a Material Adverse Effect and (c) except as described on Schedule 4.23contemplated in this Agreement, the Company has not: (i) Incurred adopted any material obligation amendment to its Articles of Incorporation, Bylaws 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 insurancesimilar organization documents; (ii) Discharged (A) sold, leased, transferred or satisfied disposed of any lien assets or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) rights 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 consistent with past practice, which assets or rights do not involve more than $50,000 in the aggregate (B) incurred any Lien thereupon, except for Liens incurred in the ordinary course of business consistent with past practice which Liens would not have a Material Adverse Effectin the aggregate exceed $50,000, (C) acquired or leased any assets or rights other than assets or rights in the ordinary course of business consistent with past practice, that individually or in the aggregate would involve more than $50,000 or (D) entered into any commitment or transaction with respect to (A), (B) or (C) above; (iii) Increased (A) incurred, assumed or established refinanced any reserve Indebtedness or accrual for taxes (B) made any loans, advances or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheetcapital contributions 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 writinginvestments in, any Person; (iv) Mortgagedpaid, pledged discharged or subjected satisfied any liability, obligation, or Lien other than payment, discharge or satisfaction of (A) Indebtedness as it matures and become due and payable or (B) liabilities, obligations or Liens in the ordinary course of business consistent with past practice; (A) changed any of the accounting or tax principles, practices or methods used by the Company, except as required by changes in applicable Tax Laws or (B) changed reserve amounts or policies; (vi) entered into any employment contract or other arrangement or made any change in the compensation payable or to become payable to any lienof Sellers or any of the Company's officers, charge employees, agents, consultants or Persons acting in a similar capacity (other than general increases in wages to employees who are not officers or Persons acting in a similar capacity or Affiliates in the ordinary course consistent with past practice), or to Persons providing management services, entered into or amended any employment, severance, consulting, termination or other encumbrance agreement or employee benefit plan or made any loans to any of its assetsAffiliates, tangible officers, employees, agents or intangibleconsultants or Persons acting in a similar capacity or made any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise; (vvii) Sold paid or transferred made any accrual or arrangement for payment of its assets any pension, retirement allowance or cancelled other employee benefit pursuant to any debts existing plan, agreement or claims arrangement to any Affiliate, officer, employee or waived Person acting in a similar capacity; or paid or agreed to pay or made any rightsaccrual or arrangement for payment to any Affiliate, officers, employees or Persons acting in a similar capacity of any amount relating to unused vacation days, except payments and accruals made in the ordinary course consistent with past practice; except as contemplated by this Agreement, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement with or for the benefit of any Affiliate, officer, employee, agent or consultant or Person acting in a similar capacity, whether past or present; or amend in any material respect any such existing plan, agreement or arrangement in a manner consistent with the foregoing; (viii) entered into any collective bargaining agreement; (ix) made any payments (other than regular compensation payable to officers and employees or Persons acting in a similar capacity of the Company in the ordinary course consistent with past practice), loans, advances or other distributions (other than such distributions that did not and are not reasonably likely to result in the Net Worth of the Company as of December 31, 1999 being less than the Minimum Net Worth), or enter into any transaction, agreement or arrangement with, Sellers, Company's Affiliates, officers, employees, agents, consultants or Persons acting in a similar capacity, stockholders of their Affiliates, associates or family members; (x) made or authorized any capital expenditures, except in the ordinary course of business and which would consistent with past practice not have a Material Adverse Effectin excess of $50,000 individually or $200,000 in the aggregate; (vixi) Disposed incurred any Taxes, except in the ordinary course of business consistent with past practice; (xii) settled or compromised any Tax liability or agreed to any adjustment of any Tax attribute or made any election with respect to Taxes; (xiii) failed to duly and timely file any Tax Return with the appropriate Governmental Authorities required to be filed by it in a true and complete and correct form or to timely pay all Taxes shown to be due thereon; (xiv) (A) entered into, amended, renewed or permitted the automatic renewal of, terminated or waived any right under, any Material Contract, or, except in the ordinary course of business consistent with past practice, any other agreement, or (B) took any action or failed to take any action that, with or without either notice or lapse of time, would constitute a default under any Material Contract; (A) made any change in its working capital practices generally, including accelerating any collections of cash or accounts receivable or deferring payments or (B) failed to make timely accruals, including with respect to accounts payable and liabilities incurred in the ordinary course of business; (xvi) failed to renew (at levels consistent with presently existing levels), terminated or amended or failed to perform any of its obligations or permitted any material default to exist or caused any material breach under, or entered into (except for renewals in the ordinary course of business consistent with past practice), any material policy of insurance; (xvii) has not experienced any material damage, destruction, or loss to its property not covered by insurance; (xviii) disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessIntellectual Property; (viixix) Incurred except in the ordinary course of business consistent with past practice pursuant to appropriate confidentiality agreements, and except as required by any Law or any existing agreements set forth on Schedule 4.14 or as may be reasonably necessary to secure or protect intellectual or other property rights of the Company, provided any confidential information to any Person other than Purchaser; (xx) suffered total or significant labor trouble or granted partial loss of the business of any general or uniform increase customers; (xxi) there has been no material change in salary or wages the normal operating balances of the Corporation's inventory; (xxii) changed the compensation levels applicable to any class of Company employees; or (xxiii) paid any bonuses 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 Sellers or any distribution of the Company's officers, employees, agents, consultants or Persons acting 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 Effectsimilar capacity.

Absence of Certain Changes or Events. The Company has not, since Since the date of the Recent Balance Sheet DateSheet, except as described on set forth in Schedule 4.23: (i) Incurred any material obligation or liability (absolute4.12, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred Tritium has conducted its business only in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance;and has not: (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 declared 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 paid 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, dividend or made any declaration other payment or payment of any dividend or any distribution in respect of its capital stock; or; (xib) Experienced purchased or redeemed, directly or indirectly, any of its capital stock; (c) paid, discharged or satisfied any Encumbrance (other than an Encumbrance then required to be paid, discharged or satisfied), claim, liability or obligation (whether fixed, accrued, contingent or otherwise, whether due or to become due), other than a claim, liability or obligation that is a current liability shown on the Recent Balance Sheet or incurred since the date of the Recent Balance Sheet in the ordinary course of business; (d) canceled or compromised any debt or claim, or waived or released any material right, other than adjustments in the ordinary course of business which, in the aggregate, are not material; (e) sold, assigned, transferred, conveyed, leased, pledged, encumbered or otherwise disposed of any of its assets (real or personal, tangible or intangible) except in the ordinary course of business; (f) transferred or granted any right under, or entered into any settlement regarding the breach or infringement of, any Intellectual Property right, or modified any existing right with respect thereto; (g) made or granted any general increase in the compensation (whether salary, commission, bonus, benefits (retirement, severance or other) or other direct or indirect remuneration) of any of Tritium's employees (other than individual increases which were generally consistent in amount with Tritium's historical practices), or made or granted any increase in the compensation of the officers of Tritium, or entered into any employment, severance, bonus or similar agreement with any employee of Tritium; (h) changed accounting methods other than in accordance with GAAP; (i) received any notice of termination of any Contract or suffered any damage, destruction or loss adversely affecting Tritium's Business or any of the Assets; (whether j) made any capital expenditures or not covered by insuranceadditions to property, plant or equipment or acquired of any other property or assets (other than raw materials and supplies) that would individually or at a cost in excess of $10,000 in the aggregate have a Material Adverse Effect aggregate; (k) incurred or experienced assumed any indebtedness for money borrowed or guarantied any indebtedness or other material adverse change or changes individually or in the aggregate that would have a obligation of another Person; (l) suffered any Material Adverse Effect; or (m) agreed or otherwise committed, whether in writing or otherwise, to do, or taken any action or omitted to take any action that would result in, any of the foregoing.

Absence of Certain Changes or Events. The Company 6.6.1 Since the Balance Sheet Date, with respect to the Business there has notnot been: (i) any material adverse change in the Business operations, properties, assets or condition (financial or other) of the Business or Seller, or any event that has had a material adverse effect on the foregoing; (ii) any loss, damage, destruction or other casualty to the Purchased Assets; (iii) any change in any method of accounting or accounting practice of the Seller; (iv) any loss of the employment of ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇; (v) any notice by any customer of the Business that such customer intends to cease doing Business with the Seller; or (vi) any deterioration in the relationship of Seller with any significant Customer, subcontractor, supplier or materialman. 6.6.2 Except as set forth in Schedule 6.6 or related to the closure of the Dallas Branch and Sacramento Branch, since the Balance Sheet Date, except as described on Schedule 4.23the Seller has operated in the ordinary course of Business consistent with past practice and has not: (i) Incurred incurred any material 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 in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceof its Business consistent with past practice; (ii) Discharged failed to discharge or satisfied satisfy any lien Encumbrance or encumbrance, pay or paid or satisfied satisfy any obligations obligation or liability when due (whether absolute, accrued, contingent or (otherwise) ), other than (a) liabilities shown or reflected on the Balance Sheet, obligations being contested in good faith and (b) liabilities incurred since the Balance Sheet Date for which adequate reserves have been provided and Encumbrances arising in the ordinary course of business that would not have a Material Adverse Effectdo not, individually or in the aggregate, interfere with the use, operation or marketability of any of the Purchased Assets; (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) Mortgagedmortgaged, pledged or subjected to any lien, charge or other encumbrance Encumbrance any of its assetsthe Purchased Assets, tangible except for mechanics’ liens (for which Seller shall have secured bonds or intangiblemade other arrangements to ensure payment thereof or removal of the lien thereof) and Encumbrances for taxes not yet due and payable, and Encumbrances arising in the ordinary course of business that do not, individually or in the aggregate, interfere with the use, operation or marketability of any of the Purchased Assets; (viv) Sold sold or transferred any of its assets or cancelled canceled any debts or claims or waived any rights, in each case except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (v) disposed of any patents, trademarks or copyrights or any patent, trademark or copyright applications owned by the Seller; (vi) Disposed written down the aggregate value of the Inventory in an amount in excess of $50,000 or permitted to lapse any patents written off as uncollectible Accounts Receivable or trademarks or any patent or trademark applications material to the operation Unbilled Receivable in an aggregate amount in excess of its business$50,000; (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 or benefits of any director, officer, employee or agent, Employees other than regularly scheduled increases that are consistent in the normal course of business or pursuant to contractual commitments existing on the date of such grant or entered into any employment or severance agreement or arrangement with past practicesany of them; (viii) Authorized made any capital expenditure for real estate expenditure, or leasehold improvementsadditions to Owned Equipment and Machinery and Leased Equipment and Machinery, machineryother than ordinary repairs and maintenance, equipment or molds in excess of $10,000.00 in the aggregate50,000; (ix) Except incurred any obligation or liability for this Agreement, entered into any material transactionthe payment of severance benefits; (x) Issued made, changed or revoked any stocks, bonds, election or method of accounting with respect to Taxes; (xi) entered into any closing or other corporate securities, agreement or made any declaration or payment of any dividend or any distribution in settlement with respect of its capital stockto Taxes; or (xixii) Experienced damagedefaulted under any contract, destruction order or loss agreement with any customer of the Business; or (whether xiii) entered into any agreement or not covered by insurance) that would individually or in made any 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 notExcept as set forth on Section 4.13 of the GP Disclosure Schedule, since the GP Interim Balance Sheet Date to the date of this Agreement (with respect to the representation and warranty made as of the date of this Agreement) and to the Closing Date (with respect to the representation and warranty made as of the Closing Date, except as described on Schedule 4.23:): (ia) Incurred any material obligation there has occurred no fact, event or liability (absolute, accrued, contingent circumstance which has had 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 reasonably be expected to have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceEffect on the Business; (iib) Discharged Contributor has not amended or satisfied any lien or encumbrancechanged, or paid proposed to amend or satisfied any obligations or liability (absolutechange, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on its Charter Documents in a manner that could be expected to delay the Balance Sheet, and (b) liabilities incurred since consummation of the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effecttransactions contemplated by this Agreement; (iiic) Increased Contributor has not declared, set aside or established paid any reserve or accrual for taxes dividend or other liability on its books distribution (whether in cash or otherwise provided therefor, except (aproperty) as disclosed on the Balance Sheet, with respect to any Equity Security 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 writingDebt Security; (ivd) Mortgaged, pledged Contributor has not increased or subjected to any lien, charge modified the compensation 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 Contributor to any directorcurrent or former directors, officeremployees, employee consultants or agentcontractors of the Business or entered into any new employment, severance or by means termination agreement; (e) Contributor has not sold, leased, transferred or assigned any property or assets, except in the Ordinary Course of the Business consistent with past practice; (f) Contributor has not incurred, assumed or guaranteed any bonus Indebtedness; (g) Contributor has not mortgaged, pledged or pension plansubjected to Liens any assets, contract properties or other commitment increased rights, except for Liens arising under lease financing arrangements existing as of the compensation of GP Interim Balance Sheet Date and GP Permitted Liens; (h) there has not been any director, officer, employee or agentlabor dispute, other than regularly scheduled increases that are consistent with past practicesindividual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Business; (viiii) Authorized there has not been any capital expenditure for real estate violation of, or leasehold improvementsconflict with, machinery, equipment or molds in excess of $10,000.00 in the aggregateany applicable Law; (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 Contributed Assets, whether or not covered by insurance; and (k) that would individually no member of Contributor has 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 Since December 31, 2013, the business of Niobec 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 conducted in the ordinary course of business and which would there has not have a been any Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2013, other than the transactions contemplated in this Agreement, in the Pre-Closing Transfer or as set out in Section (w) of the IAMGOLD Disclosure Letter, or in the ordinary course of business or as provided for in the Forecast, neither Niobec nor the Subsidiary has: (i) sold, leased, mortgaged, licensed, encumbered or otherwise alienated, transferred or otherwise disposed of any assets, rights or properties of Niobec or the Subsidiary that, individually or in the aggregate, have a value in excess of $2,000,000 other than production and inventory sold in the ordinary course of business, or created any special mode of ownership with respect thereof or caused its right of ownership to be dismembered; (viii) Disposed made any capital expenditure or commitment to do so which is not contemplated in the Forecast and which, individually or in the aggregate, is in excess of or permitted to lapse any patents or trademarks or any patent or trademark applications material to $2,000,000 of the operation of its businessamount contemplated in the Forecast; (viiiii) Incurred paid, discharged or satisfied any significant labor trouble Liabilities that, individually or granted in the aggregate, have a value in excess of $2,000,000 other than the payment, discharge or satisfaction of Liabilities reflected or reserved against in the Latest Quarterly Balance Sheet, incurred in the ordinary course of business since the Latest Quarterly Balance Sheet or as contemplated in the Forecast; (iv) other than in the ordinary course of business, increased its indebtedness for borrowed money or issued any general debt securities or uniform increase in salary assumed, guaranteed or wages payable otherwise became liable with respect to the Liabilities of any person; (v) made any bonus or to become payable by it profit sharing distribution or similar payment of any kind to any director, officer, employee or agentindependent contractor of Niobec or the Subsidiary, except as may be required by the terms of a Contract of Niobec, a Collective Agreement or a Niobec Benefit Plan or under any arrangement, policy or management decision of Niobec; (vi) suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services; (vii) settled, offered or proposed to settle, compromised, assigned or released any action, claim, investigation, arbitration or proceeding brought by means or against Niobec or the Subsidiary that, individually or in the aggregate, have a value in excess 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$2,000,000 ; (viii) Authorized cancelled or reduced any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate;its insurance coverage; or (ix) Except for this Agreementamended its articles, entered into any material transaction; (x) Issued any stocks, bonds, charter or by-laws 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 Effectcomparable organizational documents.

Absence of Certain Changes or Events. The Company Since the Balance Sheet Date (i) there has notnot been any change, event or development (or threat thereof) which has had, or that could reasonably be expected (so far as can be foreseen) to have, individually or in the aggregate, an eShare Material Adverse Effect, (ii) eShare has conducted its business only in the ordinary course of business consistent with past practice and (iii) eShare has not taken any action which, if taken after the date hereof, would constitute a breach of any provision of Section 6. 1. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as described on Schedule 4.23in the eShare Disclosure Schedule, there has not been any: (a) change in the condition (financial or otherwise), assets, liabilities, working capital, reserves, earnings, business or prospects of eShare, except for changes contemplated hereby or changes which have not, individually or in the aggregate, had an eShare Material Adverse Effect; (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 consistent with past practice, increase in the compensation payable 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 become payable to any lieneShare Employee whose total cash compensation for services rendered to eShare is currently at an annual rate of more than $150,000, charge or other encumbrance any of its assets, tangible or intangible; (vii) 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; practice, bonus, incentive compensation, service award or other like benefit granted, made or accrued, contingently or otherwise, for or to the credit of any eShare Employees, (viiiiii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 except in the aggregate; (ix) Except ordinary course of business consistent with past practice or as required by law, employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by eShare for this Agreementany eShare Employee, entered into provided, however, that any material transaction; (x) Issued employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by eShare for 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 eShare Employee pursuant to 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.existing plans and arrangements described in

Absence of Certain Changes or Events. The Company has notExcept as specifically contemplated by this Agreement, or disclosed in Section 3.1(g) of the Landmark Disclosure Letter or the Supplemental Disclosure Letter, since the Balance Sheet Datedate of the most recently audited financial statements included in the 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 Landmark has conducted its business only in the ordinary course, and there has not been (i) any such obligation or liability incurred in the ordinary course would not have a Material Adverse EffectChange affecting Landmark, 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 Landmark'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 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 reclassification of any of its assetscapital stock or any issuance or authorization of any issuance of any other securities in respect of, tangible in lieu of or intangible; in substitution for shares of its capital stock, (viv)(x) Sold any granting by Landmark or transferred any of its assets Subsidiaries to any employee of Landmark or cancelled any debts or claims or waived of its Subsidiaries of any rightsincrease in excess of $10,000 per annum in compensation, except in the ordinary course of business and which would not have a Material Adverse Effect; consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the SEC Documents, (viy) Disposed of or permitted to lapse any patents or trademarks granting by Landmark 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 Subsidiaries 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 increase in excess of $10,000.00 10,000 per annum in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the aggregate; SEC Documents, or (ixz) Except for this Agreement, entered any entry by Landmark or any of its Subsidiaries into any material transaction; employment, severance or termination agreement with any executive officer, (xv) Issued any stocks, bonds, damage or other corporate securities, or made any declaration or payment destruction of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (to any property of Landmark, whether or not covered by insurance) , that would individually has or in the aggregate could reasonably be expected to have a Material Adverse Effect on Landmark, (vi) any change in accounting methods, principles or experienced practices by Landmark materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP or SEC rules and regulations, or (vii) any material revaluation of any of Landmark's assets, including, without limitation, writing down the value of capitalized inventory or writing off accounts receivable, other material adverse change or changes individually or than in the aggregate that would have a Material Adverse Effectordinary course consistent with past practice.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (a) Except for (i) Incurred those liabilities and obligations that are fully reflected or reserved against on the 2004 NCRIC Balance Sheet, (ii) those liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2004, and (iii) coverage and other claims (other than bad faith claims) made with respect to insurance policies issued by any material NCRIC Insurance Subsidiary for which adequate claims reserves have been established, or otherwise disclosed in Section 3.10(a) of the NCRIC Disclosure Schedule, neither NCRIC nor any of its Subsidiaries has incurred any liability or obligation or liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise) except for obligations otherwise and whether due or liabilities incurred to become due), that, either individually or in the ordinary courseaggregate, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse EffectEffect on NCRIC, and, there is no existing condition, situation or set of circumstances that would be reasonably expected to result in such a liability or obligation. Except as disclosed in the NCRIC SEC Reports filed prior to the date of this Agreement, since December 31, 2004, NCRIC and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary and usual course theretofore conducted. (b) Since December 31, 2004, and except as set forth in Section 3.10(b) of the NCRIC Disclosure Schedule, neither NCRIC nor any of its Subsidiaries has (except as required by applicable law): (i) increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2004, (ii) granted any stock options or severance or termination pay, entered into any contract to make or grant any stock options or severance or termination pay, or paid any bonuses, or (iii) suffered any strike, work stoppage, slowdown, or other labor disturbance. (c) Since September 30, 2004, and except as set forth in Section 3.10(c) of the NCRIC Disclosure Schedule, there has not been: (i) any change in the financial condition, assets, liabilities, prospects (financial and otherwise) or business of NCRIC or any NCRIC Subsidiary, which, either individually or in the aggregate, has had or would have a Material Adverse Effect on NCRIC; (ii) any material change in any method of accounting or accounting principals or practice by NCRIC or any NCRIC Subsidiary, except for claimsas required by GAAP or SAP and disclosed in the notes to the unaudited financial statements of NCRIC and the NCRIC Subsidiaries; (iii) any material change in the actuarial, if anyinvestment, that are adequately reserving, underwriting or claims administration policies, practices, procedures, methods, assumptions or principles of NCRIC or any NCRIC Insurance Subsidiary; (iv) any damage, destruction or loss, whether or not covered by insurance; , materially and adversely affecting the properties or business of NCRIC or any NCRIC Subsidiary; (iiv) Discharged any declaration or satisfied payment of any lien dividends or encumbrancedistribution of any kind in respect of any of the capital stock of NCRIC or any NCRIC Subsidiary; (vi) any direct or indirect redemption, purchase or paid other acquisition by NCRIC or satisfied any obligations NCRIC Subsidiary of any of the capital stock of NCRIC or liability any NCRIC Subsidiary; (absolutevii) any discharge or cancellation, accruedwhether in part or in whole, contingent of any indebtedness owed by NCRIC or otherwise) any NCRIC Subsidiary to any Person, except reimbursement to employees of ordinary business expenses or other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date debts arising in the ordinary course of business that would not have a Material Adverse Effect; business; (iiiviii) Increased any sale or established transfer or cancellation of any reserve or accrual for taxes or other liability on its books or otherwise provided thereforof the assets, except (a) as disclosed on the Balance Sheetproperties, or (b) as may have been required under generally accepted accounting principles due to income earned claims of NCRIC 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 rightsNCRIC Subsidiary, 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 Agreementany sale, entered into assignment or transfer of any material transaction; trademarks, trade names, or other intangible assets of NCRIC or any NCRIC Subsidiary; (x) Issued except as set forth in Section 3.10(c) of the NCRIC Disclosure Schedule, any stocks, bonds, material amendment to or other corporate securities, or made any declaration or payment termination of any dividend material contract, agreement, instrument or license to which NCRIC or any distribution in respect of its capital stockNCRIC Subsidiary is a party; or 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 event or changes individually condition of any character materially and adversely affecting the business or in the aggregate that would have a Material Adverse Effectproperties of NCRIC or any NCRIC Subsidiary.

Absence of Certain Changes or Events. The Company Except as disclosed in Schedule 2.5 of the Disclosure Schedule, since September 1, 1997, Seller has, with respect to the Purchased Assets and the Relay Business: (i) conducted Seller's business in the ordinary and usual course; and (ii) maintained Seller's records and books of account in a manner that fairly and accurately reflects Seller's transactions, assets and liabilities in accordance with generally accepted accounting practices consistently applied. Except as set forth in Schedule 2.5 of the Disclosure Schedule, with respect to the Purchased Assets and the Relay Business, since September 1, 1997, there has been no adverse change in Seller's condition, financial or otherwise, or in Seller's business or properties which is not reflected in the Interim Financial Statements. In particular, and without limiting the foregoing, except as set forth in Schedule 2.5 of the Disclosure Schedule, since September 1, 1997, Seller has not, since with respect to the Balance Sheet Date, except as described on Schedule 4.23: Purchased Assets and the Relay Business: (i) Incurred written down or written off any material obligation item of inventory or liability written down or written off any note or account receivable as uncollectible; (ii) canceled or waived, or agreed to cancel or waive, any other debt, claim or right (absolute or contingent); (iii) incurred any liabilities or obligations (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 any of Seller's assets to any claim, lien, security interest, encumbrance, charge or other encumbrance any of its assets, tangible or intangible; restriction; (v) Sold sold, transferred or transferred otherwise disposed of any of its Seller's assets or cancelled any debts or claims or waived any rights, except in the ordinary and usual course of business and which would not have a Material Adverse Effect; business; (vi) Disposed disposed of or permitted to a lapse of any patents license, permit, patent, trademark, trade name, copyright or trademarks or any patent or trademark applications material to the operation of its business; other intellectual property right; (vii) Incurred disposed of or disclosed to any significant labor trouble person any trade secret, formula, process or granted know-how (other than disclosures to employees and representatives of Seller in the ordinary and usual course of business); (viii) increased the compensation of, or declared or agreed to pay a bonus to, any general officer or uniform increase in salary employee; (ix) made any payment, loan or wages payable advance to, or entered into any agreement or arrangement (including agreements and arrangements relating to become payable by it to the sale, transfer or lease of property or other assets) with, 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; shareholder; (viiix) Authorized made any capital expenditure expenditure, purchase order or commitment for real estate or leasehold improvementsadditions to property, machineryplant, 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 stockotherwise; or (xi) Experienced damagesuffered any adverse change in Seller's business relationship with any major customer or supplier; (xii) suffered any loss of or damage to physical property or other assets, destruction or loss (whether or not covered by insurance; or (xiii) that would individually violated any federal, state, local or, to the knowledge of Seller, foreign, law, statute, ordinance, regulation or order 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 Effectrespect.

Absence of Certain Changes or Events. The Company has notExcept as set out in the Acquiror Public Documents, since December 31, 2014: (a) the Balance Sheet DateAcquiror and each of the Acquiror Subsidiaries has conducted its business only in the usual, except as described on Schedule 4.23: ordinary and regular course and consistent with past practice; (ib) Incurred no liability or obligation of any material obligation or liability nature (whether absolute, accrued, contingent or otherwise) except for obligations that 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 Material Adverse EffectEffect in respect of the Acquiror, except for claims, if any, that are adequately covered has been incurred; (c) there has not been any acquisition or sale by insurance; the Acquiror or any of the Acquiror Subsidiaries of any interest in any material property or assets; (iid) Discharged or satisfied any lien or encumbrance, the Acquiror has not declared or paid any dividends or satisfied made any obligations other distributions on any of the Acquiror Shares; (e) the Acquiror has not effected or liability passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Acquiror Shares; (absolute, accrued, contingent or otherwisef) 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 Company in writing; (iv) Mortgaged, pledged there has not been any increase or subjected modification of the compensation 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 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 the Acquiror or any of the Acquiror Subsidiaries to any of their directors, officers, employees or consultants or any grant to any such director, officer, employee or agent, or by means consultant of any bonus increase in severance or pension plan, contract termination pay or other commitment increased the compensation any increase or modification of any directorbonus, officerpension, employee insurance or agentbenefit arrangement (including, without limitation, the granting of Options) to, for or with any of such directors, officers employees or consultants, other than regularly scheduled increases that are in the ordinary and regular course of business consistent with past practices; practice; (viiig) Authorized neither the Acquiror nor 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, bondsAcquiror Subsidiaries has adopted any, or materially amended any, collective bargaining agreement, bonus, pension profit sharing, stock purchase, stock option or other corporate securities, benefit plan; and (h) there has not been any event which has had 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 is reasonably likely to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in respect of the aggregate that would have a Material Adverse EffectAcquiror.

Absence of Certain Changes or Events. The Company has notExcept as set forth on the BCNEPA Disclosure Letter, since the Balance Sheet Date, except as described on Schedule 4.23date of the most recent balance sheet included in the BCNEPA Interim Financial Statements: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, BCNEPA and any such obligation or liability incurred its Subsidiaries have conducted their businesses only in the ordinary course would not have a Material Adverse Effectconsistent with past practice, except for claims, if any, that are adequately covered as otherwise set forth in or permitted by insurancethis Agreement; (ii) Discharged there has not been any change, circumstance or satisfied any lien or encumbranceevent which has had, or paid or satisfied any obligations or liability (absolutewould reasonably be expected to have, 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 EffectEffect on BCNEPA; (iii) Increased or established any reserve or accrual for taxes or other liability on BCNEPA has collected its books or otherwise provided therefor, except (a) as disclosed on accounts receivable and paid its accrued liabilities and accounts payable 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 writing;ordinary course consistent with past practice; and (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance Neither BCNEPA nor any of its assetsSubsidiaries has, tangible except as otherwise set forth in or intangiblepermitted by this Agreement: (A) amended its Organizational Documents; (vB) Sold completed or transferred entered into an affiliation, member substitution, merger, consolidation, business combination or other similar transaction with any other Person (other than as contemplated by this Agreement); (C) adopted a plan of liquidation, dissolution, restructuring, recapitalization or other reorganization; (D) sold all or substantially all its assets to any other Person; (E) issued, delivered, sold, pledged, disposed of or encumbered, or authorized or committed to the issuance, sale, pledge, disposition or encumbrance of, any membership interest of, any shares of capital stock of any class of, or any options, warrants, convertible securities or other rights of any kind to acquire any membership interest, any shares of capital stock, or any other ownership interest (including but not limited to stock appreciation rights or phantom stock) of, BCNEPA or any of its Subsidiaries; (F) declared, set aside, made or paid any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than dividends payable by a directly or indirectly wholly owned Subsidiary of BCNEPA to BCNEPA or to another directly or indirectly wholly owned Subsidiary of BCNEPA, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock, stock options or debt securities; (G) acquired (by acquisition of stock or assets) any interest, or invested, in any Person, except investments of reserve portfolio assets or cancelled any debts or claims or waived any rights, except assets of employee benefit plans in the ordinary course of business and which would not have a Material Adverse Effectin accordance with its investment policy; (viH) Disposed of modified its investment policies or permitted to lapse investment practices in any patents or trademarks or any patent or trademark applications material to the operation of its businessrespect except as may be required by applicable Law; (viiI) Incurred any significant labor trouble other than in connection with investments of reserves in compliance with BCNEPA’s investment policy, transferred, sold, leased, mortgaged, or granted any general otherwise disposed of or uniform increase in salary or wages payable or to become payable by it subjected to any directorLien (other than Permitted Liens) any of its assets that were required to be disclosed on the balance sheet included as part of the BCNEPA Interim Financial Statements, officer, employee or agent, or by means of any bonus or pension plan, contract including capital stock or other commitment increased the compensation equity interests of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesits Subsidiaries; (viiiJ) Authorized made any capital expenditure for real estate material change to the accounting practices or leasehold improvementsprinciples, machineryor reserving or underwriting practices or principles used by BCNEPA, equipment except as required as a result of a change in Law, GAAP, or molds in excess of $10,000.00 in the aggregatestatutory accounting or actuarial principles; (ixK) Except for this Agreementmade any material Tax election or settled any material federal, state, local or foreign Tax liability, changed any method of Tax accounting in any material respect, entered into any closing agreement relating to any material transactionamount of Tax, or surrendered any right to claim a material Tax refund; (xL) Issued 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 damage, destruction or loss (whether or not covered by insurance) that would individually to its assets of property (tangible or intangible); (M) ▇▇▇▇▇▇, retired, forgiven, canceled, waived or released any indebtedness for borrowed money (other than under any existing line of credit and any renewal, replacement or extension thereof); (N) settled any previously pending or threatened suit, action or claim; (O) entered into any Contract to grant any severance, change in control, termination or similar compensation or benefits payable to any employee, or materially increased compensation of employees of BCNEPA in excess of the aggregate have a Material Adverse Effect or experienced budgeted amount for compensation approved by the Board of Directors of BCNEPA; (P) made any other material adverse change or changes individually or commitment for capital expenditures in excess of the aggregate that would have a Material Adverse Effectbudgeted amount approved by the Board of Directors of BCNEPA; or (Q) approved, agreed to or committed to any of the foregoing.

Absence of Certain Changes or Events. The Company has notSince December 31, since the Balance Sheet Date1997, and except as described disclosed on Schedule 4.232.6 or as contemplated by this Agreement, there has not been with respect to Fiduciary: (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 Principal Stockholders reasonably should expect to have, individually or in the ordinary courseaggregate with other changes, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect; (b) any damage, except for claims, if any, that are adequately destruction or casualty loss (whether or not covered by insurance; (ii) Discharged which has been or satisfied which 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 Principal Stockholder reasonably should expect to have a Material Adverse Effect; (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 increase 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 writing; (iv) Mortgaged, pledged or subjected compensation payable to any liendirector, charge officer, employee or agent 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 routine increases made 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 consistent with past practice, or any patent bonus, incentive compensation, service award or trademark applications material other like benefit, granted, made or accrued, contingently or otherwise, to or to the operation credit 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 of such director, officer, employee or agent, or any employee welfare, pension, retirement or similar payment or arrangement made or agreed to by means of Fiduciary 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 with past practicespursuant to the existing plans disclosed on Schedule 2.13; (viiid) Authorized 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 2.13 other than accruals in accordance with the normal practices of Fiduciary and the extension of coverage to employees who became eligible after December 31, 1997; (e) any sale, assignment or transfer (including, without limitation, any collateral assignment or the granting or permitting of any lien, charge or encumbrance arising other than in connection with the creation of a security interest in after-acquired property under a security agreement disclosed on Schedule 2.7) of any asset, property or right (except sales of inventory and sale or disposal of worn out and obsolete fixed assets, each in the ordinary course of business); (f) any amendment, modification, waiver or cancellation of any debt owed to, or claim of, Fiduciary or settlement of any dispute involving any payment or other obligation due to or owed by Fiduciary to be made or performed after the Closing Date involving more than $5,000 (provided that all items excluded by reason of such threshold are less than $10,000 in the aggregate); (g) any borrowing of money, any increase in any existing indebtedness, or the incurrence of any obligation or liability (whether absolute or contingent), other than current liabilities incurred in the ordinary course of business; (h) any capital expenditure or commitment to make a capital expenditure (exclusive of expenditures for real estate repair or leasehold improvements, machinery, maintenance of equipment in the ordinary course of business) exceeding $5,000 individually or molds in excess of $10,000.00 10,000 in the aggregate, or the execution of any lease or similar arrangement with respect to any aspect of the business of Fiduciary, or incurring of liability therefor; (ixi) Except for this Agreementany cancellation, entered into termination or amendment of any material transactioncontract, agreement, license or other instrument to which Fiduciary is a party or by which it is bound; (xj) Issued any stocks, bonds, lending or advance of money or other corporate securitiespledging of credit, by way of guaranty or made otherwise, in connection with any aspect of its business, except normal travel and expense advances to employees and normal equity advances incurred with respect to residential real property, in the ordinary course of business consistent with prior practice; (k) any declaration or payment of any dividend or other distribution of any distribution kind with respect to any of the capital stock of Fiduciary; (l) any failure on the part of Fiduciary to operate its business in respect the ordinary course and to preserve its business organization intact; (m) any agreement by, or commitment of, any Seller or Fiduciary to do or permit any of its capital stockthe foregoing; or (xin) Experienced damageany other event or condition of any character which, destruction or loss (whether or not covered by insurance) that would individually in any one case or in the aggregate have a Material Adverse Effect aggregate, will or experienced any other material adverse change or changes individually or in the aggregate that would can reasonably be expected to have a Material Adverse Effect.