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

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since March 31, 2010 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the NeoHydro Technologies Corp. SEC Documents or as set forth on Schedule 2.01(g2.02(g), since March 31, 2013 (the Company “NeoHydro Technologies Corp. Balance Sheet Date, the Company ”) NeoHydro Technologies Corp. has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) : • material adverse change with respect to the Company; (ii) NeoHydro Technologies Corp.; • event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) the Company; • condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company NeoHydro Technologies Corp. to consummate the transactions contemplated by this Agreement; (iv) ; • incurrence, assumption or guarantee by the Company NeoHydro Technologies Corp. of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) ; • creation or other incurrence by the Company NeoHydro Technologies Corp. of any lien on any asset other than in the ordinary course consistent with past practices; (vi) ; • transaction or commitment made, or any contract or agreement entered into, by the Company NeoHydro Technologies Corp. relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company NeoHydro Technologies Corp. of any contract or other right, in either case, material to the CompanyNeoHydro Technologies Corp., other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) ; • labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyNeoHydro Technologies Corp., any activity or proceeding by a labor union or representative thereof to organize any employees of the Company NeoHydro Technologies Corp. or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) ; • payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) ; • write-offs or write-downs of any assets of the Company; (x) NeoHydro Technologies Corp.; • creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) NeoHydro Technologies Corp.; • damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) NeoHydro Technologies Corp.; • other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyNeoHydro Technologies Corp.; or (xiii) or • agreement or commitment to do any of the foregoing. Certain Fees. Except as set forth on Schedule 2.02(h), no brokerage or finder’s fees or commissions are or will be payable by NeoHydro Technologies Corp. to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) : • material adverse change with respect to the Company; (ii) ; • event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) NeoHydro Technologies Corp.; • condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) ; • incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco NeoHydro Technologies Corp. in writing; (v) ; • creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) ; • transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) ; • labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) ; • payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) ; • write-offs or write-downs of any assets of the Company; (x) ; • creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) ; • damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) ; • other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) or • agreement or commitment to do any of the foregoing. Certain Fees. Except as set forth on Schedule 2.01(h), no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since June 30, 2011 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) paymentemployees;payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyPubco; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)(a) Since December 31, since 2016 and through the Company Balance Sheet Original Execution Date, except as expressly contemplated by this Agreement or the Original Merger Agreement, each Group Company has conducted its business only in all material respects in the ordinary course consistent with past practicecourse, and without limiting the generality of the foregoing, there is not and has not been any: (ia) material adverse change any Company Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution in cash, stock, property or otherwise in respect of any Group Company’s Equity Securities, except for any dividend or distribution by a Group Company to another Group Company; (c) any redemption, repurchase or other acquisition of any Equity Securities of any Group Company by a Group Company (other than (x) the repurchase of Shares to satisfy obligations under the Performance Incentive Plans or other similar plans or arrangements, including the withholding of Shares in connection with respect the exercise of Company Options in accordance with the terms and conditions of such Company Options, or (y) the redemption of Class B Shares in connection with the conversion thereof to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Class A Shares in accordance with the Company to consummate the transactions contemplated by this Agreement; Articles); (ivd) incurrence, assumption or guarantee any material change by the Company of in its accounting principles, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; or (e) any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence material Tax election made by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockoutsof its Subsidiaries or any settlement or compromise of any material Tax liability by the Company or any of its Subsidiaries, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;business. (ixb) write-offs or write-downs of Since the Original Execution Date and through the Amended Execution Date, except as expressly contemplated by the Original Merger Agreement, there has not been any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other conditionaction, event or occurrence which individually that would constitute a breach by the Company of Section 5.01 or in Section 6.04 of this Agreement had such action, event or occurrence taken place after the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any date of the foregoingthis Agreement.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since June 30, 2011 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (viv) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyPubco; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingmoney; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practicesasset; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoSHE; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco SHE in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company WWAG Balance Sheet Date, the Company WWAG has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the CompanyWWAG; (iib) event Event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoAllCom; (iiic) conditionCondition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company WWAG to consummate the transactions contemplated by this Agreement; (ivd) incurrenceIncurrence, assumption or guarantee by the Company WWAG of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation Creation or other incurrence by the Company WWAG of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vif) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) paymentPayment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixg) Material write-offs or write-downs of any assets Assets of the CompanyWWAG; (xh) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damageDamage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the CompanyWWAG; (xiii) other Other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to WWAG; (j) Transaction or commitment made, or any Contract or agreement entered into, by WWAG relating to its Assets or business (including the Companyacquisition or disposition of any Assets) or any relinquishment by WWAG or any Contract or other right, in either case, material to WWAG, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiik) agreement Agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Explore Anywhere Holding Corp. SEC Documents or as set forth on Schedule 2.01(g2.02(g), since Sept. 30, 2012 (the Company “Explore Anywhere Holding Corp. Balance Sheet Date, the Company ”) Explore Anywhere Holding Corp. has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyExplore Anywhere Holding Corp.; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Explore Anywhere Holding Corp. to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Explore Anywhere Holding Corp. of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Explore Anywhere Holding Corp. of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Explore Anywhere Holding Corp. relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Explore Anywhere Holding Corp. of any contract or other right, in either case, material to the CompanyExplore Anywhere Holding Corp., other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyExplore Anywhere Holding Corp., any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Explore Anywhere Holding Corp. or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyExplore Anywhere Holding Corp.; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyExplore Anywhere Holding Corp.; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyExplore Anywhere Holding Corp.; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyExplore Anywhere Holding Corp.; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoRemSleep Holdings; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco RemSleep Holdings in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoExplore Anywhere Holding Corp.; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Explore Anywhere Holding Corp. in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since June 30, since the Company Balance Sheet Date2024, the Acquired Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i1) material adverse change with respect to the CompanyAcquired Company including any amendments to its formation and governance documents; (ii2) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.1 without prior consent of PubcoRDAR; (iii3) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Acquired Company to consummate the transactions contemplated by this Agreement; (iv4) incurrence, assumption or guarantee by the Acquired Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco RDAR in writing; (v5) creation or other incurrence by the Acquired Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi6) transaction or commitment made, or any contract or agreement entered into, by the Acquired Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Acquired Company of any contract or other right, in either case, material to the Acquired Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii7) labor dispute, other than routine, individual grievances, or, to the knowledge of the Acquired Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Acquired Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) 8) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix9) write-offs or write-downs of any assets of the Acquired Company; (x10) creation, termination or amendment of, or waiver of any right under, any material contract of the Acquired Company; (xi11) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Acquired Company; (xii12) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Acquired Company; or (xiii13) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company VAPARIA has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) : material adverse change with respect to the Company; (ii) VAPARIA including any amendments to its Articles of Incorporation and Bylaws; event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of Pubco; (iii) OICco; condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company VAPARIA to consummate the transactions contemplated by this Agreement; (iv) ; incurrence, assumption or guarantee by the Company VAPARIA of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco OICco in writing; (v) ; creation or other incurrence by the Company VAPARIA of any lien on any asset other than in the ordinary course consistent with past practices; (vi) ; transaction or commitment made, or any contract or agreement entered into, by the Company VAPARIA relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company VAPARIA of any contract or other right, in either case, material to the CompanyVAPARIA, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) ; labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyVAPARIA, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company VAPARIA or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) ; payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) ; write-offs or write-downs of any assets of the Company; (x) VAPARIA ; creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) VAPARIA; damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) VAPARIA; other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyVAPARIA; or (xiii) or agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company PROTEC Balance Sheet Date, the Company PROTEC has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyPROTEC including any amendments to its Articles of Organization and Operating Agreement; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoPAYM; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company PROTEC to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company PROTEC of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco PAYM in writing; (v) creation or other incurrence by the Company PROTEC of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company PROTEC relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company PROTEC of any contract or other right, in either case, material to the CompanyPROTEC, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPROTEC, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company PROTEC or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPROTEC; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPROTEC; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPROTEC; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPROTEC; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g3.01(i), since the Company CHAMPION Balance Sheet Date, the Company CHAMPION has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyCHAMPION including any amendments to its Articles of Incorporation and Bylaws; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoOICco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company CHAMPION to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company CHAMPION of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco OICco in writing; (v) creation or other incurrence by the Company CHAMPION of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company CHAMPION relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company CHAMPION of any contract or other right, in either case, material to the CompanyCHAMPION, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyCHAMPION, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company CHAMPION or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyCHAMPION; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyCHAMPION; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyCHAMPION; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyCHAMPION; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on in Schedule 2.01(g)3.8, since the Company Balance Sheet DateSeptember 30, the 2022, Company has conducted its business only the Business in the ordinary course and there has not occurred any of the following: (i) any Material Adverse Effect; (ii) any amendments or changes in the Articles of Organization or Operating Agreement of Company; (iii) any damage to, destruction or loss of any material asset of Company (whether or not covered by insurance); (iv) any material change by Company in its accounting methods, principles or practices; (v) any material revaluation by Company of any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any sale of a material amount of property of Company, except in the ordinary course of business; (vii) any declaration, setting aside or payment of any dividend or distribution in respect of membership interest in Company or any redemption, purchase or other acquisition of any of Company’s securities (except as contemplated by this Agreement); (viii) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Company, in each case except in the ordinary course of business consistent with past practice or except as required by applicable law; (ix) any creation or assumption by Company of any Encumbrance on any material asset of Company, other than in the ordinary course of business, consistent with past practice; (x) any making of any loan, advance or capital contribution to or investment in any Person by Company, other than advances to employees to cover travel and there is not and has not been any: other ordinary business-related expenses in the ordinary course of business consistent with past practice; (ixi) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted any incurrence or assumption by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation any guarantee, endorsement or other incurrence or assumption of a material liability (whether directly, contingently or otherwise) by Company for the Company obligations of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other rightPerson, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability each case other than in the ordinary course of business consistent with past practice; or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other conditionany material modification, event amendment, assignment or occurrence which individually termination of or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do relinquishment by Company of any of the foregoingrights under any Material Contract.

Absence of Certain Changes or Events. Except Since September 30, 1998, except as set forth on Schedule 2.01(g)contemplated by this Agreement, since disclosed in the Company Balance Sheet DateSEC Reports filed and publicly available prior to the date of this Agreement, the Company has and its subsidiaries have conducted its business their businesses only in the ordinary course and in a manner consistent with past practicepractice and, and since such date, there is not and has not been any: (i) material adverse change with respect to any changes in the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) financial condition, event results of operations, assets, business or occurrence which could operations of the Company or any of its subsidiaries that would reasonably be expected to prevent, hinder or likely materially delay or impair the ability of the Company to consummate effect the closing of the transactions contemplated hereby, (ii) any condition, event or occurrence, other than such conditions or events or occurrences which, individually or in the aggregate, have not had and would not have a Material Adverse Effect, (iii) any damage, destruction or loss (whether or not covered by this Agreement; insurance) with respect to any assets of the Company or any of its subsidiaries individually or in the aggregate in excess of $1.0 million, (iv) incurrenceany labor, assumption dispute or guarantee any labor union organizing activity, or any actual or threatened strike, work stoppage, slowdown or lockout, or any material change in its relationship with employees, customers, distributors or suppliers,(v) any revaluation by the Company of any indebtedness for borrowed money other than in of its material assets, including but not limited to writing down the ordinary course and in amounts and on terms consistent with past practices value of inventory or as disclosed to Pubco in writing; (v) creation writing off notes or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability accounts receivable other than in the ordinary course of business business, (vi) any entry by the Company or any failure of its subsidiaries into any commitment or transactions material to pay any liability when due; (ixthe Company and its subsidiaries taken as a whole other than in the ordinary course of business,(vii) write-offs or write-downs receipt of any assets notice of the Company; (x) creation, termination or amendment ofthe occurrence of a default or the breach of any material contract, lease or other agreement, or waiver (viii) any other action which, if it had been taken after the date hereof, would have required the consent of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingParent under Section 5.1 hereof.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoConvenientcast; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Convenientcast in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents or as set forth on Schedule 2.01(g2.02(g), since December 31, 2017 (the "Company Balance Sheet Date, ") the Company has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: : (i) material adverse change with respect to the Company; ; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 this Agreement without prior consent of Pubco; the Company; (iii) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; ; (iv) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; ; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; ; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; ; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; ; (ixviii) write-offs or write-downs of any assets of the Company; ; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; ; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; ; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on disclosed in Schedule 2.01(gIII.2(i), since the Company Balance Sheet Datedate of the most recent financial statements included in the GoIP OTC Documents, the Company GoIP has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the Company;GoIP. (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.1 without prior consent of Pubco;the TW. (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company GoIP to consummate the transactions contemplated by this Agreement;. (iv) incurrence, assumption or guarantee by the Company GoIP of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco TW in writing;. (v) creation or other incurrence by the Company GoIP of any lien security interest on any asset other than in the ordinary course consistent with past practices;. (vi) transaction or commitment made, or any contract or agreement entered into, by the Company GoIP relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company GoIP of any contract or other right, in either case, material to the CompanyGoIP, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyGoIP, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company GoIP or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) change in any compensation to officer, director or other affiliate of GoIP or the grant of any equity compensation to any such person; (ix) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;. (ixx) write-offs or write-downs of any assets of the Company;GoIP. (xxi) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;GoIP. (xixii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;GoIP. (xiixiii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyGoIP; or (xiiixiv) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Bassline Productions SEC Documents or as set forth on Schedule 2.01(g2.02(g), since Sept. 30, 2012 (the Company “Bassline Productions Balance Sheet Date, the Company ”) Bassline Productions has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyBassline Productions; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Bassline Productions to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Bassline Productions of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Bassline Productions of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Bassline Productions relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Bassline Productions of any contract or other right, in either case, material to the CompanyBassline Productions, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyBassline Productions, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Bassline Productions or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyBassline Productions; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyBassline Productions; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyBassline Productions; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyBassline Productions; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the ------------------------------------ Seagate SEC Documents filed prior to October 5, 1998, since the Company Group Balance Sheet DateDate (i.e., the Company has conducted its business only in the ordinary course consistent with past practiceJuly 3, and 1998) there is not and has not been anyoccurred: (ia) material adverse any change with respect to the Company; (ii) or event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder have a Material Adverse Effect on the Group Business; (b) any amendments or materially delay changes in the ability Certificate of Incorporation or Bylaws of any member of the Contributed Company Group; (c) any damage, destruction or loss to consummate or of the Group Assets not covered by insurance, which would have a Material Adverse Effect on the Group Business; (d) any redemption, repurchase or other acquisition of shares of any member of the Contributed Company Group, or any declaration, setting aside or payment of any dividend or other distribution by any Contributing Company or any member of the Contributed Company Group to any entity other than a member of the Contributed Company Group (whether in cash, stock or property) of the Group Assets or any proceeds generated by the conduct of the Group Business; (e) any material increase in or modification of the compensation or benefits payable, or to become payable, by the Contributed Companies to the Employees, except in the ordinary course of the business, consistent with past practice and except as necessary to respond to third party solicitation of Employees; (f) other than as required by applicable statute or governmental regulation, any material increase in or modification of any Group Benefit Arrangement (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) that will become binding upon Newco upon consummation of the transactions contemplated by this Agreementherein, for or with respect to any of the Employees, other than (i) in the ordinary course of the business, consistent with past practice, or to respond to third party solicitation of Employees and (ii) if occurring after October 5, 1998, which is authorized, if required, pursuant to Section 4.3 below; (ivg) any sale of a material amount of the Group Assets, or any acquisition by any member of the Contributed Company 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 rights to acquire capital stock of SSI or any member of the Contributed Company 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 Contributed Company Group of any indebtedness debt of any person, other than any member of the Contributed Company Group, for borrowed money in an amount exceeding $2,500,000 in the aggregate; (B) issuance or sale by any member of the Contributed Company Group of any securities convertible into or exchangeable for their respective debt securities; or (C) issuance or sale of options or other rights to acquire from SSI, STI, or the Contributed Company Group, directly or indirectly, debt securities of any member of the Contributed Company Group, or any securities convertible into or exchangeable for any such debt securities ; (j) any creation or assumption by a Contributing Company or a member of the Contributed Company Group of any Encumbrance (other than Group Permitted Encumbrances) on any Group Asset in excess of $2,500,000 individually or in the aggregate, other than to refinance a liability reflected in the SSI Financial Statements or the Group Financial Statements in the ordinary course of business; (k) any making by any member of the Contributed Company Group of any loan, advance or capital contribution to or investment in any person other than to refinance a liability reflected in the SSI Financial Statements or the Group Financial Statements and other than (i) loans, advances or capital contributions made in the ordinary course of the business, and (ii) other loans and advances, where the aggregate amount of any such items outstanding at any time does not exceed $2,500,000; (l) any amendment of, relinquishment, termination or non-renewal by the Contributing Companies or the Contributed Company Group of any Contributed Contract, other than in the ordinary course and in amounts and on terms of business consistent with past practices or as disclosed to Pubco in writingpractice; (vm) creation any transfer or other incurrence by grant of a right under Intellectual Property Rights included in the Company of any lien on any asset Group Assets, other than those transferred or granted in the ordinary course of business, consistent with past practicespractice, except for any grant of a right to source code or grant of any exclusive rights to any Intellectual Property Rights included in the Group Assets, each of which shall be set forth in Section 2.9(m) of the SSI Disclosure Letter; (vin) transaction or commitment madeany labor dispute with, or any contract or agreement entered intocharge of unfair labor practice by, by the Company SSI (relating to its assets or business (including the acquisition or disposition of any assetsEmployees) or any relinquishment by member of the Contributed Company of any contract or other right, in either case, material to the Company, Group (other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, routine individual grievances, or, to the knowledge of the Company), any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or Employees or, to Seagate's Knowledge, any lockoutscampaign being conducted to solicit authorization from Employees to be represented by such labor union, strikeswhere such dispute, slowdownspractice, work stoppages or threats by or with respect to such employees; (viii) paymentactivity, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment ofproceeding, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, campaign would have a material adverse effect Material Adverse Effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyGroup Business; or (xiiio) any agreement or commitment by any member of the Contributed Company Group to do take any of the foregoingactions described in the preceding clauses (a) through (n) (other than the transactions contemplated by this Agreement or the Ancillary Agreements); or any change to accounting methods.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoNeoHydro Technologies Corp.; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco NeoHydro Technologies Corp. in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by as set forth in Schedule 3.8, since December 31, 1999, the ------------ business of the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments has been conducted in the ordinary course consistent with past practices and, other than any of the following actions taken in the ordinary course of business, there has not been any: (a) Event that has had or is reasonably likely to have a Company Material Adverse Effect, and those contemplated by this Agreementno factor or condition exists and no event has occurred that would be likely to result in a Company Material Adverse Effect; (viib) labor disputeDestruction of, damage to, or loss of, any material asset of the Company (whether or not covered by insurance); (c) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization methods, policies, or rate) by the Company; (d) Declaration or making of, or agreement to declare or make, any payment of dividends or distribution of any asset of any kind whatsoever in respect to any of the Company's interests, nor any purchase, redemption, or other acquisition or agreement to purchase, redeem, or otherwise acquire, any of such outstanding interests; (e) Borrowing of, or agreement to borrow, any funds by the Company, and the Company has not incurred or become subject to any material obligation or liability (whether absolute, accrued, contingent or otherwise); (f) Payment of any obligation or liability (absolute or contingent), by the Company other than routinecurrent liabilities reflected in or shown on the Company Financial Statements and current liabilities incurred in the ordinary course of business; (g) Mortgage, individual grievancespledge, oror subjection to lien, to charge, or other encumbrance, of any of the knowledge assets, properties, or rights (tangible or intangible) of the Company, except for mechanics lien and Liens for taxes, in each case, not yet due and payable; (h) Sale, transfer or disposal of any activity of the assets, properties, or proceeding by a labor union rights (tangible or representative thereof intangible) of the Company; (i) Agreement entered into granting any preferential rights to organize purchase any employees of the assets, properties, or rights (tangible or intangible) of the Company (including management and control thereof), or requiring the consent of any lockoutsparty to the transfer and assignment of any such assets, strikesproperties, slowdowns, work stoppages or threats by or with respect to such employeesrights (including management and control thereof); (viiij) paymentAmendment, prepayment modification, or discharge termination of liability any contract, lease, license, promissory note, commitment, indenture, mortgage, deed of trust, collective bargaining agreement, employee benefit plan, or any other than agreement, instrument, indebtedness, or obligation to which the Company is a party, or by which it or any of its assets or properties are bound, except those agreements, amendments, or terminations effected in the ordinary course of business or any failure to pay any liability when dueconsistent with past practices; (ixk) write-offs Capital expenditure by the Company exceeding $25,000, or write-downs of any assets additions to property, plant and equipment used in the operations of the CompanyCompany other than ordinary repairs and maintenance; (xl) creationCitation received by the Company from any governmental entity or agency for any violations of any act, termination or amendment oflaw, rule, regulation, or waiver code of any right undergovernmental entity or agency, any material contract of which citations in the Companyaggregate would be reasonably likely to result in a Company Material Adverse Effect; (xim) damage, destruction Claim against the Company for damages or loss having, alleged damages for any actual or reasonably expected to have, a material adverse effect on the Company; alleged negligence or other tort or breach of contract (xiiwhether or not fully covered by insurance) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to except as would not have a material adverse effect or give rise to a material adverse change with respect to the CompanyCompany Material Adverse Effect; or (xiiin) agreement Agreement by the Seller, the Parent or commitment the Company to do any of the foregoingthings described in the preceding clauses.

Absence of Certain Changes or Events. Except Since May 26, 2007, except as set forth on Schedule 2.01(gmay be contemplated by, or disclosed pursuant to, this Agreement, including Section 4.26 of the Company Disclosure Schedule: (a) there has not been any event or events (whether or not covered by insurance), since individually or in the aggregate, which have had a Material Adverse Effect on the Company Balance Sheet Dateor any of its Subsidiaries, including without limitation the imposition of any security interests on any of the assets of the Company or any of its Subsidiaries; (b) there have not been any amendments or other modifications to the certificate of incorporation or bylaws of either the Company or any of its Subsidiaries; (c) there has conducted not been any entry by the Company nor any of its business only Subsidiaries into any commitment or transaction material to the Company or such Subsidiaries, except in the ordinary course Ordinary Course of Business and consistent with past practice, and there is not and has not been any: including without limitation any (i) material adverse change with respect borrowings or the issuance of any guaranties, (ii) any capital expenditures in excess of $60,000, or (iii) any grant of any increase in the base compensation payable, or any loans, to the Companyany directors, officers or employees; (iid) event whichthere has not been, if it had taken place following other than pursuant to the execution Plans, any increase in or establishment of this Agreementany bonus, would not have been permitted by Section 3.01 without prior consent insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, except in the Ordinary Course of Pubco;Business consistent with past practice. (iiie) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee there have not been any material changes by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices its accounting methods, principles or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vif) transaction neither Company nor any of its Subsidiaries has declared, set aside or commitment made, or paid any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract dividend or other rightdistribution (whether in cash, in either case, material stock or property) with respect to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreementany of its securities; (viig) labor disputeneither Company nor any of its Subsidiaries has split, other than routinecombined or reclassified any of its securities, individual grievancesor issued, or, to the knowledge of the Companyor authorized for issuance, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeessecurities; (viiih) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, there has not been any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; orproperty and assets of Company or any of its Subsidiaries, whether or not covered by insurance; (xiiii) agreement there has not been any revaluation of Company’s or commitment any of its Subsidiaries’ assets, including writing down the value of inventory or writing off notes or accounts receivable, other than in the Ordinary Course of Business consistent with past practice; and (j) neither Company nor any of its Subsidiaries has agreed, whether in writing or otherwise, to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the AAII OTC Documents or contemplated in this Agreement, since January 10, 2018 (the Company “AAII Balance Sheet Date, the Company ”) AAII has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyAAII; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company AAII to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company AAII of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company AAII of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company AAII relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company AAII of any contract or other right, in either case, material to the CompanyAAII, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyAAII, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company AAII or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyAAII; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyAAII; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyAAII; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyAAII; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since the date of the latest-dated Acquired Company Financial Statements, since the Company Balance Sheet Date, the Acquired Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i1) material adverse change with respect to the CompanyAcquired Company including any amendments to its formation and governance documents; (ii2) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.1 without prior consent of PubcoNGCG; (iii3) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Acquired Company to consummate the transactions contemplated by this Agreement; (iv4) incurrence, assumption or guarantee by the Acquired Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco NGCG in writing; (v5) creation or other incurrence by the Acquired Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi6) transaction or commitment made, or any contract or agreement entered into, by the Acquired Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Acquired Company of any contract or other right, in either case, material to the Acquired Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii7) labor dispute, other than routine, individual grievances, or, to the knowledge of the Acquired Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Acquired Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) 8) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix9) write-offs or write-downs of any assets of the Acquired Company; (x10) creation, termination or amendment of, or waiver of any right under, any material contract of the Acquired Company; (xi11) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Acquired Company; (xii12) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Acquired Company; or (xiii13) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since the date of the OTM Unaudited Financial Statements, since the Company Balance Sheet Date, the Company OTM has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyOTM including any amendments to its Articles of Incorporation and Bylaws; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoNAS; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company OTM to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company OTM of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco NAS in writing; (v) creation or other incurrence by the Company OTM of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company OTM relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company OTM of any contract or other right, in either case, material to the CompanyOTM, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyOTM, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company OTM or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyOTM ; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyOTM; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyOTM; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyOTM; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since As of the Company Company’s Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change Material Adverse Effect with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially Materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (iviii) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than those disclosed in subsection 3.7 or in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (viv) creation or other incurrence by the Company of any lien Lien on any asset Asset other than those disclosed in subsection 3.7 or in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viiv) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or to conduct any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivi) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixvii) Material write-offs or write-downs of any assets Assets of the Company; (xviii) creation, termination transactions or amendment ofcommitments made, or waiver any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any right underAssets) or any relinquishment by the Company or any Contract or other right, any material contract of in either case, Material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; (xiix) damagedamages, destruction or loss losses having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company;; or (xiix) other conditionconditions, event events or occurrence which individually or in the aggregate collectively could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect Material Adverse Effect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability businesses of the Acquired Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than has been conducted in the ordinary course of business consistent with past practices; (ii) to Seller’s Knowledge, there has not been any event, occurrence, development or any failure to pay any liability when due; (ix) write-offs state of circumstances or write-downs of any assets of the Company; (x) creation, termination or amendment offacts which has had, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or could reasonably expected be anticipated to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably aggregate, a Material Adverse Effect; or (iii) the Acquired Company has not permitted or allowed (A) any of the Assets to be expected subject to have a material adverse effect any lien or give rise to a material adverse change with respect to encumbrance (other than any Permitted Encumbrances) by, through or under Seller or the Acquired Company; or (xiiiB) agreement other than the distribution to Seller of any cash held in any deposit or commitment checking account in the name of the Acquired Company, the distribution of any cash or other Assets of the Acquired Company; (C) the failure to pay or discharge when due any Claims the failure to pay or discharge of which has caused or may cause any material damage or risk of material loss; (D) a change in the bookkeeping or accounting methods or principles or Tax reporting principles used by the Acquired Company; (E) the election or rescission of any election relating to Taxes or settlement or compromise of any claim relating to Taxes; (F) the institution or settlement of any material legal actions, suits, legal proceedings or other Claims; or (G) the entry into any Contract (other than this Agreement and any document delivered pursuant to or permitted under this Agreement) by the Acquired Company to do any of the foregoing, except, in the case of each of (A) through (G), where such action has been taken under the Beta Operational Contracts or has been taken by the Operator (or any of its agents or subcontractors).

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Existing Company has Entities have conducted its their business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyExisting Company Entities; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Existing Company Entities to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Existing Company Entities of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (viv) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Existing Company Entities relating to its their assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Existing Company Entities of any contract or other right, in either case, material to the CompanyExisting Company Entities, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyExisting Company Entities, any activity or proceeding by a labor union or representative thereof to organize any employees of the any Existing Company Entity or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyExisting Company Entities; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyExisting Company Entities; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyExisting Company Entities; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyExisting Company Entities; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company date of the Balance Sheet Dateand except as disclosed in the SEC Reports filed prior to the date of this Agreement, the Company has conducted its business only in the ordinary course of business consistent with past practicepractice and, and since the date of the Balance Sheet, there is not and has not been any: occurred: (i) material adverse change with respect to the Company; any Company Material Adverse Effect; (ii) event whichany amendments to or changes in the Company Charter, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; Company Bylaws or Subsidiary Documents; (iii) conditionany material damage to, event destruction or occurrence which loss of any asset of the Company or any of its Subsidiaries (whether or not covered by insurance) that could reasonably be expected to preventhave, hinder individually or materially delay the ability of the in aggregate, a Company to consummate the transactions contemplated by this Agreement; Material Adverse Effect; (iv) incurrenceany change by the Company in its accounting methods, assumption principles or guarantee practices other than as required by GAAP or applicable Law; (v) any revaluation by the Company of any indebtedness for borrowed money other than in of its assets, including writing down the ordinary course and in amounts and on terms consistent with past practices value of inventory or as disclosed to Pubco in writing; (v) creation writing off notes or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability accounts receivable other than in the ordinary course of business consistent with past practice, in terms of both frequency and amount, and in any event in excess of $500,000; (vi) any sale of a material amount of assets (tangible or intangible) of the Company or any failure of its Subsidiaries; (vii) any recalls, field notifications, field corrections or safety alerts material to pay the operations of the Company or reportable to the FDA, or product complaints material to the operations of the Company, with respect to products manufactured by or on behalf of the Company or any liability when due; of its Subsidiaries; (viii) abandoning, permitting to lapse, or otherwise disposing of material Intellectual Property; or (ix) write-offs any other action or write-downs event that would have required the consent of any assets Parent pursuant to Section 5.1 had such action or event occurred after the date of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingthis Agreement.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)(a) Excluding the effect of filing and administration of the Chapter 11 Cases, since the Company Latest Balance Sheet Date, the Company has conducted carried on its business only in the ordinary course consistent substantially in accordance with past practicethe procedures and practices in effect on the Latest Balance Sheet Date. (b) Except as set forth on Schedule 3.10, and since the Latest Balance Sheet Date there is not and has not been anywith respect to the Company: (i) any change, event, circumstance or effect that, by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or would reasonably be expected to have a Material Adverse Effect or a material and adverse change with respect to effect on the Company’s ability to conduct the Business as currently conducted, or that is reasonably likely to impede the performance by any Seller of its obligations under this Agreement or any of the Sellers Ancillary Agreements to which it is a party; (ii) event whichany Encumbrance placed on any of the assets or properties of the Company, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcoexcept Permitted Encumbrances; (iii) conditionany Liability incurred by the Company, event or occurrence which could reasonably be expected to prevent, hinder or materially delay other than trade accounts payable and other Liabilities arising in the ability ordinary course of the Company to consummate the transactions contemplated by this Agreementbusiness; (iv) incurrenceany purchase, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation license, sale or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment madedisposition, or any contract agreement or agreement entered intoother arrangement for the purchase, by the Company relating to its assets license, sale or business (including the acquisition or disposition other disposition, of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPurchased Assets, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when dueand consistent with past practice; (ixv) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction .or loss of any material property or loss havingasset, whether or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Companynot covered by insurance; or (xiiivi) agreement any termination or commitment to do resignation of any executive officer of the foregoingCompany. (c) Except as set forth on Schedule 3.10, since the Latest Balance Sheet Date, the Company has not: (i) executed, amended, relinquished, terminated or failed to renew any material Contract constituting an asset, lease, transaction or legally binding commitment other than in the ordinary course of their business (nor has there been any written or oral indication or assertion by the other party thereto of its desire to so amend, relinquish, terminate or not renew any such Contract, lease transaction or legally binding commitment); (ii) deferred the payment of any accounts payable outside the ordinary course of business or provided any discount, accommodation or other concession outside the ordinary course of business in order to accelerate or induce the collection of any receivable; (iii) incurred indebtedness for borrowed money, entered into any capital lease or guaranteed any such indebtedness; or (iv) entered into any other material transaction or taken any other material action outside the ordinary course of its business.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Existing Company has Entities have conducted its their business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyExisting Company Entities; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Existing Company Entities to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Existing Company Entities of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Existing Company Entities relating to its their assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Existing Company Entities of any contract or other right, in either case, material to the CompanyExisting Company Entities, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyExisting Company Entities, any activity or proceeding by a labor union or representative thereof to organize any employees of the any Existing Company Entity or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyExisting Company Entities; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyExisting Company Entities; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyExisting Company Entities; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyExisting Company Entities; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company and each of its Subsidiaries has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the CompanyCompany and each of its Subsidiaries; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (ivd) incurrence, assumption or guarantee by the Company and each of its Subsidiaries of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company and each of its Subsidiaries of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the CompanyCompany and each of its Subsidiaries, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company and each of its Subsidiaries or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixh) material write-offs or write-downs of any assets Assets of the CompanyCompany and each of its Subsidiaries; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the CompanyCompany and each of its Subsidiaries; (xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the CompanyCompany and each of its Subsidiaries; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company and each of its Subsidiaries relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company and each of its Subsidiaries of any Contract or other right, in either case, material to the Company and each of its Subsidiaries, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiil) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. (a) Except as set forth on Schedule 2.01(g)disclosed in writing to the Purchaser, which writing makes reference to this Agreement, since June 30, 1995, there has been no material adverse change in the Company Balance Sheet Datebusiness, properties, operations, prospects or condition (financial or otherwise) of the Company, except with respect to each circumstance or event that shall have affected the oil and gas industry generally, including, without limitation, warm weather in markets for the consumption of oil and gas products. (b) Since June 30, 1995, the Company has conducted not done the following or entered into any agreement or other arrangement with respect to the following, except in each case with respect or pursuant to each Transaction Document to which it is or may become a party and except as previously disclosed to the Purchaser in writing, which writing makes reference to this Agreement: (1) transferred any of its business only assets except in each case for fair consideration and in the ordinary course consistent with past practice, and there is not and has not been any:of business; or (i2) material adverse change with respect to the Company; (ii) event whichwaived, if it had taken place following the execution of this Agreementreleased, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) conditioncancelled, event settled or occurrence which could reasonably be expected to preventcompromised any debt, hinder claim or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company right of any indebtedness for borrowed money other than material value except in each case in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;of business; or (v3) creation transferred any right under any lease, license or agreement or any Proprietary Right or other incurrence by the Company of any lien on any intangible asset other than except in each case in the ordinary course consistent with past practices;of business; or (vi4) transaction paid or commitment madeagreed to pay any bonus, extra compensation, pension or severance pay, or otherwise increased the wage, salary or compensation (of any contract or agreement entered into, by the Company relating nature) to its assets shareholders, directors, officers or business (including the acquisition employees, or disposition engaged any new officer or employee at an annual rate of any assets) compensation in excess of $50,000 in each case or any relinquishment by the Company for a period of any contract or other right, in either case, material to the Company, other employment of more than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;180 days; or (vii5) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, suffered any activity damage, destruction or proceeding casualty loss (whether or not covered by a labor union insurance) of property the greater of cost or representative thereof fair market value of which exceeds $50,000 individually or in the aggregate or any taking of any of its property or assets the greater of cost or fair market value of which exceeds $50,000 individually or in the aggregate by condemnation or eminent domain; or (6) made any loan to organize or entered into any employees transaction with any of its shareholders having beneficial ownership of 5% or more of the common shares of the Company then issued and outstanding, or any lockoutsof its directors, strikesofficers or employees giving rise to any claim or right of, slowdownsby, work stoppages or threats by against any person in an amount or with respect to such employees;having a value in excess of $10,000; or (viii7) paymententered into any material agreement, prepayment arrangement, commitment, contract or discharge transaction, amended or terminated any of liability other than the same or otherwise conducted any of its affairs, in any case not in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change and consistent with respect to the Companypast practices; or (xiii8) issued, sold or granted any Equity Securities or other securities of the Company except with respect to Permitted Issuances; or (9) agreement made any contribution, other than regularly scheduled contributions, to any Company Employee Plan or made or incurred any commitment to do any establish or increase the obligation of the foregoingCompany to any Company Employee Plan; or (10) except as disclosed in the footnotes to the financial statements referred to in Section 4.5, changed any accounting methods or principles used in recording transactions on the books of the Company or in preparing the financial statements of the Company that would materially impact the financial disclosure.

Absence of Certain Changes or Events. Except as disclosed in the RemSleep Holdings SEC Documents or as set forth on Schedule 2.01(g2.02(g), since Sept. 30, 2012 (the Company “RemSleep Holdings Balance Sheet Date, the Company ”) RemSleep Holdings has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyRemSleep Holdings; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company RemSleep Holdings to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company RemSleep Holdings of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company RemSleep Holdings of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company RemSleep Holdings relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company RemSleep Holdings of any contract or other right, in either case, material to the CompanyRemSleep Holdings, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyRemSleep Holdings, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company RemSleep Holdings or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyRemSleep Holdings; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyRemSleep Holdings; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyRemSleep Holdings; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyRemSleep Holdings; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company date of the most recent financial statements included in the Pubco SEC Documents (the “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since During the Company period from the Balance Sheet Date, the Company has conducted its business only businesses in all material respects in the ordinary course consistent with past practiceOrdinary Course of Business, and there is not and has not been anybeen: (ia) material adverse change with respect any event, circumstance or condition that individually or in the aggregate has had or is reasonably likely to the Companyhave a Material Adverse Effect; (iib) event whichany change in financial accounting methods, if it had taken place following principles or practices by the execution Company materially and adversely affecting the financial condition or results of this Agreementoperations of the Company, would not except insofar as may have been permitted required by Section 3.01 without prior consent of Pubcoa change in GAAP; (iiic) conditionany (x) increase in the salary, event wages or occurrence which could reasonably be expected to preventother compensation of any officer, hinder employee or materially delay the ability consultant of the Company of more than 3% or (y) adoption, entering into or becoming bound by any Company Benefit Plan, or collective bargaining agreement, or amendment, modification or termination (partial or complete) thereto, in each case except to consummate the transactions contemplated extent required by this Agreementapplicable Law or as required by the terms of any Company Benefit Plan, Labor Agreement or other Contract in effect as of the Balance Sheet Date and set forth on the list the Company provided to the Buyer Parties pursuant to Section 2.15(a); (ivd) incurrenceany material physical damage, assumption destruction or guarantee other casualty loss (whether or not covered by insurance) affecting the Property or any other real or personal property or equipment of the Company other than wear and tear in the Ordinary Course of Business; (e) any indebtedness for borrowed money entering into, amendment, modification, termination (partial or complete) or granting of a waiver under any Material Contract, in each case other than in the ordinary course Ordinary Course of Business; provided, that the parties acknowledge and agree that renewal of Contracts or licenses on substantially the same terms shall be deemed to be in amounts and on terms consistent with past practices or as disclosed to Pubco in writingthe Ordinary Course of Business; (vf) creation any material adverse change in any rights that the Company has under or other incurrence to any Intellectual Property that is owned by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity such change in such rights under or proceeding to Intellectual Property owned by a labor union or representative thereof to organize any employees of third parties that the Company or has the right to use, other than the expiration of any lockouts, strikes, slowdowns, work stoppages or threats by or such rights in accordance with respect to such employeesthe terms thereof; (viiig) payment, prepayment or discharge any entering into of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment Contract to do or engage in any of the foregoingforegoing after the date hereof.

Absence of Certain Changes or Events. Except Since February 28, 2001, except as set forth on Schedule 2.01(g), since the Company Balance Sheet Datecontemplated by this Agreement, the Company has conducted its business only in the ordinary course and in manners consistent with past practicepractice and, and since February 28, 2001, except as set forth in Section 4.23 of the Company Disclosure Schedule, there is not and has not been any: (ia) either individually or in the aggregate, any Material Adverse Effect, (b) any material adverse change damage, destruction or loss with respect to any property or asset of the Company; , (iic) event which, if it had taken place following the execution of this Agreement, would not have been permitted any change by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the transactions contemplated by this Agreement; Company's independent accountants, (ivd) incurrence, assumption or guarantee any revaluation by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of asset, including, without limitation, any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge writing down of the Companyvalue of inventory or writing off of notes or accounts receivable, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business consistent with past practice, (e) any entry by the Company into any contract or commitment of more than $100,000, (f) any declaration, setting aside or payment of any dividend or distribution in respect of any Equity Interest of the Company or any failure to pay any liability when due; (ix) write-offs redemption, purchase or write-downs other acquisition of any assets of its securities, (g) any increase in or establishment of any insurance, severance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the Company; (x) creationgranting of stock options, termination or amendment ofstock appreciation rights, performance awards, or waiver restricted stock awards), stock purchase or other employee benefit plan, or the taking of any right under, any other material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or action not in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change ordinary course of business with respect to the compensation or employment of directors, officers or employees of the Company; or , (xiiih) agreement any strike, work stoppage, slowdown or commitment other labor disturbance, (i) any material election made by the Company for federal or state income tax purposes, (j) any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether due or to do any become due), including without limiting the generality of the foregoing, liabilities as guarantor under any guarantees or liabilities for taxes, other than in the ordinary course of business consistent with past practice, (k) any forgiveness or cancellation of any material indebtedness or material contractual obligation, (l) any mortgage, pledge, lien or lease of any assets, tangible or intangible, of the Company with a value in excess of $25,000 in the aggregate, (m) any acquisition or disposition of any assets or properties (not including inventory acquired or disposed of in the ordinary course of business consistent with past practice) having a value in excess of $100,000, or any contract for any such acquisition or disposition entered into, or (n) any lease of real or personal property entered into, other than in the ordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoBassline Productions; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Bassline Productions in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event Disclosure Schedule or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions except as otherwise contemplated by this Agreement; , from the period from December 31, 1995, through the date hereof, there has not been (iva) incurrenceany material damage, assumption destruction or guarantee casualty loss to the physical properties of the Companies (whether covered by insurance or not); (b) any material change in the business, operations or financial condition of the Companies; (c) any entry by the Company of Companies into any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or transaction, commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition without limitation any borrowing or disposition of any assetscapital expenditure) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge any of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees Companies' course of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability business other than in the ordinary course of business business; (d) any redemption or other acquisition by the Companies of the Companies' capital stock or any failure to pay any liability when due; (ix) write-offs declaration, setting aside or write-downs payment of any assets dividend or other distribution in stock or property (other than cash) with respect to the Companies' capital stock; (e) other than in accordance with pre-existing plans, agreements and arrangements listed in the Disclosure Schedule, any increase in the rate or terms of compensation payable or to become payable by the Companies to its directors, officers or key employees or any increase in the rate or terms of any bonus, pension, insurance or other employee benefit plan, payment or arrangement made to, for or with any such directors, officers or key employees; (f) any acceleration of sales or reduction of aggregate administrative, marketing, advertising and promotional expenses or research expenditures other than in the ordinary course of business; (g) any sale, transfer or other disposition of any material asset of the Company; Companies to any party, including the Seller, except for payment of third-party obligations incurred in the ordinary course of business in accordance with the Companies' regular payment practices; (xh) creation, any termination or amendment of, or waiver of any right under, any material contract rights of value to the business of the Company; Companies; or (xii) damage, destruction any failure by the Companies to pay their accounts payable or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or obligations in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change ordinary course of business consistent with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingpast practices.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since July 31, since the Company Balance Sheet Date2018, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoAAII; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco AAII in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Echo SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Echo SEC Documents, the Company Echo has conducted its business only in the ordinary course consistent with past practiceOrdinary Course of Business in light of its current business circumstances, and there is not and has not been any: (i) material adverse change Material Adverse Change with respect to the CompanyEcho; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoATAH; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Echo of any indebtedness for borrowed money other than in the ordinary course Ordinary Course of Business and in amounts and on terms consistent with past practices or as disclosed to Pubco ATAH in writing; (viv) creation or other incurrence by the Company Echo of any lien on any asset other than in the ordinary course consistent with past practicesOrdinary Course of Business; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company Echo relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Echo of any contract or other right, in either case, material to the CompanyEcho, other than transactions and commitments in the ordinary course consistent with past practices Ordinary Course of Business and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyEcho, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Echo or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course Ordinary Course of business Business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets material assets, or any material amount of the Companyassets, of Echo; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xiiix) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Change with respect to the CompanyEcho; or (xiiix) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 of the Agreement without the prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its their assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the any Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by as set forth in Schedule 3.8, since December ------------ 31, 1999, the business of the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments has been conducted in the ordinary course consistent with past practices and, other than any of the following actions taken in the ordinary course of business, there has not been any: (a) Event that has had or is reasonably likely to have a Company Material Adverse Effect, and those contemplated by this Agreementno factor or condition exists and no event has occurred that would be likely to result in a Company Material Adverse Effect; (viib) labor disputeDestruction of, damage to, or loss of, any material asset of the Company (whether or not covered by insurance); (c) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization methods, policies, or rate) by the Company; (d) Declaration or making of, or agreement to declare or make, any payment of dividends or distribution of any asset of any kind whatsoever in respect to any of the Company's interests, nor any purchase, redemption, or other acquisition or agreement to purchase, redeem, or otherwise acquire, any of such outstanding interests; (e) Borrowing of, or agreement to borrow, any funds by the Company, and the Company has not incurred or become subject to any material obligation or liability (whether absolute, accrued, contingent or otherwise); (f) Payment of any obligation or liability (absolute or contingent), by the Company other than routinecurrent liabilities reflected in or shown on the Company Financial Statements and current liabilities incurred in the ordinary course of business; (g) Mortgage, individual grievancespledge, oror subjection to lien, to charge, or other encumbrance, of any of the knowledge assets, properties, or rights (tangible or intangible) of the Company, except for mechanics lien and Liens for taxes, in each case, not yet due and payable; (h) Sale, transfer or disposal of any activity of the assets, properties, or proceeding by a labor union rights (tangible or representative thereof intangible) of the Company; (i) Agreement entered into granting any preferential rights to organize purchase any employees of the assets, properties, or rights (tangible or intangible) of the Company (including management and control thereof), or requiring the consent of any lockoutsparty to the transfer and assignment of any such assets, strikesproperties, slowdowns, work stoppages or threats by or with respect to such employeesrights (including management and control thereof); (viiij) paymentAmendment, prepayment modification, or discharge termination of liability any contract, lease, license, promissory note, commitment, indenture, mortgage, deed of trust, collective bargaining agreement, employee benefit plan, or any other than agreement, instrument, indebtedness, or obligation to which the Company is a party, or by which it or any of its assets or properties are bound, except those agreements, amendments, or terminations effected in the ordinary course of business or any failure to pay any liability when dueconsistent with past practices; (ixk) write-offs Capital expenditure by the Company exceeding $25,000, or write-downs of any assets additions to property, plant and equipment used in the operations of the CompanyCompany other than ordinary repairs and maintenance; (xl) creationCitation received by the Company from any governmental entity or agency for any violations of any act, termination or amendment oflaw, rule, regulation, or waiver code of any right undergovernmental entity or agency, any material contract of which citations in the Companyaggregate would be reasonably likely to result in a Company Material Adverse Effect; (xim) damage, destruction Claim against the Company for damages or loss having, alleged damages for any actual or reasonably expected to have, a material adverse effect on the Company; alleged negligence or other tort or breach of contract (xiiwhether or not fully covered by insurance) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to except as would not have a material adverse effect or give rise to a material adverse change with respect to the CompanyCompany Material Adverse Effect; or (xiiin) agreement Agreement by the Seller, the Parent or commitment the Company to do any of the foregoingthings described in the preceding clauses.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since the date of the MEDIX Audited Financial Statements, since the Company Balance Sheet Date, the Company MEDIX has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyMEDIX including any amendments to its Articles of Incorporation and Bylaws; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.1 without prior consent of PubcoMDXL; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company MEDIX to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company MEDIX of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco MDXL in writing; (v) creation or other incurrence by the Company MEDIX of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company MEDIX relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company MEDIX of any contract or other right, in either case, material to the CompanyMEDIX, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyMEDIX, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company MEDIX or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyMEDIX ; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyMEDIX; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyMEDIX; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyMEDIX; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Purchaser Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Purchaser Documents, the Company Purchaser has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPurchaser; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Vendor; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Purchaser to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Purchaser of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Vendor in writing; (v) creation or other incurrence by the Company Purchaser of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Purchaser relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Purchaser of any contract or other right, in either case, material to the CompanyPurchaser, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPurchaser, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Purchaser or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPurchaser; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPurchaser; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPurchaser; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPurchaser; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Pubco Balance Sheet Date, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien security interest on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the Propell SEC Documents, since the Company Balance Sheet Datedate of the most recent financial statements included in the Propell SEC Documents, the Company Propell has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPropell; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Propell to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Propell of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Propell of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Propell relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Propell of any contract or other right, in either case, material to the CompanyPropell, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPropell, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Propell or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPropell; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPropell; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPropell; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPropell; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since As of the Company Balance Sheet Datedate of this Agreement, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change 3.5.1 Material Adverse Change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) 3.5.2 condition, event or occurrence which could reasonably be expected to prevent, hinder or materially Materially delay the ability of the Company to consummate the transactions contemplated by this AgreementStock Exchange; (iv) 3.5.3 incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than those disclosed in subsection 3.7 or in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (v) 3.5.4 creation or other incurrence by the Company of any lien Lien on any asset Asset other than those disclosed in subsection 3.7 or in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) 3.5.5 labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or to conduct any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) 3.5.6 payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) 3.5.7 Material write-offs or write-downs of any assets Assets of the Company; (x) creation, termination 3.5.8 transactions or amendment ofcommitments made, or waiver any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any right underAssets) or any relinquishment by the Company or any Contract or other right, any material contract of in either case, Material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; (xi) damage3.5.9 damages, destruction or loss losses having, or reasonably expected to have, a material adverse effect Material Adverse Change on the Company;; or (xii) 3.5.10 other conditionconditions, event events or occurrence which individually or in the aggregate collectively could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect Material Adverse Change to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i1) material adverse change with respect to the CompanyPubco; (ii2) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii3) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv4) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v5) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi6) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii7) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco Documents or as set forth on Schedule 2.01(g3.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 2.01 without prior consent of Pubcothe Vendor; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Vendor in writing; (v) creation or other incurrence by the Company Pubco of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet License Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (viv) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the Company; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since As of the Company Balance Sheet Datedate of this Agreement, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change 3.5.1 Material Adverse Change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) 3.5.2 condition, event or occurrence which could reasonably be expected to prevent, hinder or materially Materially delay the ability of the Company to consummate the transactions contemplated by this AgreementStock Exchange; (iv) 3.5.3 incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than those disclosed in subsection 3.9 or in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (v) 3.5.4 creation or other incurrence by the Company of any lien Lien on any asset Asset other than those disclosed in subsection 3.9 or in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) 3.5.5 labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or to conduct any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) 3.5.6 payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) 3.5.7 Material write-offs or write-downs of any assets Assets of the Company; (x) creation, termination 3.5.8 transactions or amendment ofcommitments made, or waiver any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any right underAssets) or any relinquishment by the Company or any Contract or other right, any material contract of in either case, Material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; (xi) damage3.5.9 damages, destruction or loss losses having, or reasonably expected to have, a material adverse effect Material Adverse Change on the Company;; or (xii) 3.5.10 other conditionconditions, event events or occurrence which individually or in the aggregate collectively could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect Material Adverse Change to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the Pubco SEC Documents, since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (viv) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyPubco; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practiceOrdinary Course of Business in light of its current business circumstances, and there is not and has not been any: (i) material adverse change Material Adverse Change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course Ordinary Course of Business and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (viv) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practicesOrdinary Course of Business; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices Ordinary Course of Business and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course Ordinary Course of business Business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets material assets, or any material amount of the Companyassets, of Pubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xiiix) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Change with respect to the CompanyPubco; or (xiiix) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the GLOZAL Documents or contemplated in this Agreement, since the Company Balance Sheet DateMay 14, the Company 2021 ▇▇▇▇▇▇ has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyGLOZAL; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company GLOZAL to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company ▇▇▇▇▇▇ of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company ▇▇▇▇▇▇ of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company GLOZAL relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company GLOZAL of any contract or other right, in either case, material to the CompanyGLOZAL, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyGLOZAL, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company GLOZAL or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyGLOZAL; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyGLOZAL; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyGLOZAL; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyGLOZAL; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since June 30, since the Company Balance Sheet Date2015, the Company Q2P has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyQ2P including any amendments to its Articles of Incorporation or Bylaws; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoAPGR; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Q2P to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Q2P of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco APGR in writing; (v) creation or other incurrence by the Company Q2P of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Q2P relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Q2P of any contract or other right, in either case, material to the CompanyQ2P, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyQ2P, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Q2P or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyQ2P; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyQ2P; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyQ2P; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyQ2P; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the date of the Company Balance Sheet DateSheet, the Company has conducted and its business only Subsidiaries have operated their businesses in the ordinary course of business consistent with past practicepractices in all material respects, and since such date: (a) there is not and has not been any: (i) material adverse change with respect to any Material Adverse Effect on the Company; (iib) event whichthere has not been any termination by a third party with respect to any Company Material Contract; (c) there has not been any damage, if it had taken place following destruction or loss of any material property or material asset of the execution Company or any of its Subsidiaries, whether or not covered by insurance; (d) there have not been any claims or matters raised by any individual, Governmental Entity, or workers’ representative organization, bargaining unit or union, regarding, claiming or alleging a labor dispute, labor trouble, wrongful discharge or any other unlawful employment or labor practice or action with respect to the Company or any of its Subsidiaries; (e) to the date of this Agreement, the Company has not taken any action that would not have been permitted be prohibited by Section 3.01 5.1(b) without prior requesting or receipt of the consent of Pubco;Parent, as applicable (except for clauses (iii), (vi), (viii), (xi), (xiii), (ix) (but only with respect to terminations, material amendments or modifications to Material Contracts or to the extent the Company has waived, released, granted or assigned any material right under a Material Contract), (xviii), (xxvi), (xxvii), (xxviii) and, to the extent relating to any of the foregoing, (xxix) therein), if such action were taken or proposed to be taken on or after the date of this Agreement; and (iiif) condition, event there has not been any negotiation or occurrence which could reasonably be expected any entry into of any Contract to prevent, hinder or materially delay the ability do any of the things described in the preceding clauses (a) through (e) by the Company to consummate or any of its Subsidiaries (other than negotiations and agreements with Parent and its representatives regarding the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing).

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since January 1, since the Company Balance Sheet Date2019, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not not, and there has not been been, any: (i) material adverse change with respect to the CompanyGenvor; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoAllure; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Genvor to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Genvor of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Allure in writing; (v) creation or other incurrence by the Company Genvor of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Genvor relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Genvor of any contract or other right, in either case, material to the CompanyGenvor, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyGenvor, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Genvor or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyGenvor; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyGenvor; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyGenvor; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyGenvor; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without the prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the Company; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixh) material write-offs or write-downs of any assets Assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company; (xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiil) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoPrairie Nevada; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Prairie Nevada in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g3.5 or as expressly provided in this Agreement (including Sections 3.22, 5.3, 5.4 and 5.5), since the Company Balance Sheet Date, Date the Company has conducted the Business in the ordinary course of business and consistent with past practice and has not: (a) had any development or event which, individually or in the aggregate, has had or could reasonably be expected to have, a Seller Material Adverse Effect; (b) declared, set aside or paid any non-cash dividend or other distribution (whether in securities or property or any combination thereof) in respect of any class or series of its capital stock or other interests; (i) sold, leased, licensed, transferred or disposed of any material assets or rights, other than in the ordinary course of business only consistent with past practice, (ii) incurred any Lien upon any material assets other than Permitted Liens, (iii) acquired, leased or licensed any material assets other than in the ordinary course of business consistent with past practice; (d) paid, discharged or satisfied any material liability, obligation or Lien (other than any Permitted Liens), other than payment, discharge or satisfaction of (i) Indebtedness or (ii) liabilities, obligations or Liens in the ordinary course of business consistent with past practice; (e) changed any of the accounting or material tax accounting principles, practices or methods, or changed reserve policies or materially changed reserve practices except as required by concurrent changes in GAAP; (i) made any material change in the compensation payable or to become payable to any of its officers, directors, employees, agents, consultants or sales associates (which is understood in this Agreement not to include the same of any Broker Affiliate) (other than general changes in compensation of employees who are not officers or directors in the ordinary course of business consistent with past practice), (ii) entered into or amended any employment, severance, consulting (other than in the ordinary course of business), termination or other agreement or employee benefit plan or made any loans to any of its officers, directors, employees, agents, consultants or sales associates (other than advances of expenses in the ordinary course consistent with past practice) or (iii) 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; (i) made any accrual or commitment for future payment of any pension, retirement allowance, unused vacation days or other employee benefit to any officer, director, employee, sales associate or Affiliate, except payments and accruals made in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event whichadopted or paid, if it had taken place following the execution of this Agreementgranted, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) conditionissued, event accelerated or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation accrued salary or other incurrence by payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock or share purchase, stock or share option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement, or made any payments or grants in relation to the Company of any lien on any asset foregoing other than in the ordinary course consistent with past practicespractice, or (iii) amended in any material respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoing; (vih) transaction or commitment madeother than commissions, or any contract or agreement entered intomanagement sales incentives, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Companyadministrative bonuses, other than transactions and commitments compensation or advances or reimbursement of expenses in the ordinary course consistent with past practices and those contemplated by this Agreementpractice, made any payments, loans, advances or other distributions to, or entered into any transaction, agreement or arrangement with, any of its officers, directors, employees, agents, consultants or sales associates involving in any individual case an amount in excess of $10,000; (viii) labor dispute, other than routinespecifically set forth in the Capital Plan, individual grievancesmade or entered into an agreement to make any capital expenditures in excess of $50,000; (j) settled or compromised any material Tax liability, oragreed to any adjustment of any material Tax attribute, made, changed or revoked any material election with respect to Taxes, surrendered any right to claim a material refund of Taxes, consented to any extension or waiver of the knowledge statute of limitations period applicable to any material Taxes, Tax Return or Tax Claim, amended any material Tax Return, or entered into any closing agreement with respect to material Taxes; (k) made any material change in its working capital practices generally, including materially accelerating any collections of cash or accounts receivable or materially deferring payments or accruals; (l) had a judgment entered or settled any Litigation resulting in a loss, payment or other cost to the Company, any activity after receipt of insurance payments, in excess of $50,000 individually, or proceeding by a labor union or representative thereof to organize any employees of $250,000 in the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeesaggregate; (viiim) paymentaltered through merger, prepayment liquidation, reorganization, restructuring or discharge of liability in any other material fashion its corporate structure or ownership or amended its Organizational Documents in any material respect; (n) entered into or amended in any material respect any agreement which (i) has any non-competition, geographical restriction or similar covenant relating to the Business, or (ii) is a Broker Affiliate Agreement, in each case other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change consistent with respect to the Companypast practice; or (xiiio) agreement or commitment agreed to do take any of the foregoingforegoing actions.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7 or in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, practice and there is not and has not been any: (ia) material adverse change with respect to the Company; (ii) event event, which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent; (iiib) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (ivc) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (vd) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viie) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or or, to the Knowledge of the Company, threats by or with respect to such employeesemployees to do any of the foregoing; (viiif) payment, prepayment or discharge of any material liability other than in the ordinary course of business or any failure to pay any material liability when due; (ixg) material write-offs or write-downs of any assets Assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xih) damage, destruction or loss of any Assets of the Company having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company; (xiii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; or (xiiij) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet AMACEing Products Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or and as disclosed to Pubco PGID in writing; (viv) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the Company; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since the Statement Date until the date of this Agreement, except as set forth on Schedule 2.01(g), since the Company Balance Sheet Datecontemplated by this Agreement, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been occurred any: (ia) material adverse change with respect to commitment for capital expenditure by the CompanyCompany exceeding $100,000 individually or $250,000 in the aggregate; (iib) event whichpayment, if it had taken place following discharge or satisfaction in excess of $100,000 individually or $250,000 in the execution aggregate, of this Agreementany claim, would not have been permitted by Section 3.01 without prior consent liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of Pubcothe Company), other than payments, discharges or satisfactions of liabilities in the ordinary course of business reserved against in the Statement of Net Assets; (iiic) conditiondestruction, event damage or occurrence which could reasonably be expected to prevent, hinder loss in excess of $100,000 individually or materially delay $250,000 in the ability aggregate of any material assets (whether tangible or intangible) of the Company to consummate the transactions contemplated (whether or not covered by this Agreementinsurance), excluding Intellectual Property; (ivd) incurrence, assumption or guarantee revaluation by the Company of any indebtedness for borrowed money other than in of its assets (whether tangible or intangible), including, without limitation, writing down the ordinary course and in amounts and on terms consistent with past practices value of inventory or as disclosed to Pubco in writing; (v) creation writing off notes or other incurrence by the Company of any lien on any asset accounts receivable, other than in the ordinary course consistent with past practicespractice; (vie) transaction sale, lease, license or commitment madeother disposition of any of the assets (whether tangible or intangible) or properties of the Company for an amount in excess of $100,000 individually or $250,000 in the aggregate outside of the ordinary course of business, including, but not limited to, the sale of any accounts receivable of the Company, or any contract creation of any security interest in such assets or agreement entered intoproperties, excluding Intellectual Property; (f) loan by the Company relating to its assets any Person, or business (including the acquisition or disposition of any assets) or any relinquishment purchase by the Company of any contract debt securities of any Person; (g) incurrence by the Company of any Indebtedness, amendment of the terms of any outstanding loan agreement, guarantee by the Company of any Indebtedness, issuance or other rightsale of any debt securities of the Company or guarantee of any debt securities of others; (h) commencement or settlement of any lawsuit by the Company, the commencement, settlement or, to the Knowledge of the Company, threat in either case, material to writing of any lawsuit or proceeding against the Company, other than transactions and commitments settlements, lawsuits or proceedings involving monetary amounts less than $100,000 individually or $250,000 in the ordinary course consistent aggregate and which settlements do not include the license of Intellectual Property or restrictions on the Company's business; (i) agreement by the Company, or any officer, employee or Seller on behalf of the Company to do any of the things described in the preceding clauses (a) through (h) of this SECTION 3.10 (other than negotiations with past practices Purchaser and those its representatives regarding the transactions contemplated by this Agreement); (viii) labor disputeexcept standard outbound licenses and evaluation, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than non-disclosure and professional services agreements entered into in the ordinary course of business business, (A) sale or any failure to pay any liability when due; (ix) write-offs or write-downs license of any assets of the Company; 's Intellectual Property or (xB) creationexecution, termination material modification or material amendment of, or waiver of any right under, agreement with respect to any material contract of the Company; (xi) damage, destruction 's Intellectual Property with any Person or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Intellectual Property of any Person; (ii) except in the ordinary course of business, purchase or license of any Intellectual Property of any Person; (iii) except for professional services agreements entered into in the ordinary course of business, agreement or material modification or material amendment of an existing agreement existing as at the Statement Date with respect to the development of any Intellectual Property with a third party; (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to the Company; or (v) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company of the Company's Intellectual Property or of infringement by the Company of any other Person's Intellectual Property; or (xiiik) agreement any other event or commitment condition of any character that has had or is reasonably likely to do any of the foregoinghave a Company Material Adverse Effect or a Seller Material Adverse Effect.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoCELE; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco CELE in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on in Disclosure Schedule 2.01(g)3.6, since the Company Balance Sheet DateDate and through and as of the date of this Agreement, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been anynot: (ia) material adverse change with respect to the Company; (ii) event whichreceived oral or written notice that there has been, if it had taken place following the execution of this Agreementwill be or may be a contract cancellation by any current customer, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event supplier or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge licensor of the Company, any activity which cancellation would result in lost annual revenues of at least $25,000, or proceeding by a labor union or representative thereof to organize any employees of $50,000 in the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeesaggregate; (viiib) paymenttaken any action or entered into or agreed to enter into any transaction, prepayment agreement or discharge of liability commitment other than in the ordinary course of business or any failure to pay any liability when duebusiness; (ixc) write-offs permitted or write-downs allowed any of its assets to be subjected to any Encumbrance; (d) other than in the ordinary course of business, sold, transferred or otherwise disposed of any of its properties or assets with an aggregate net book value in excess of $25,000; (e) disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright, or disposed of or disclosed to any Person other than representatives of Parent or any Person who has signed a written nondisclosure agreement containing customary terms (copies of which have been delivered to Parent) any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (f) received notice of, or otherwise obtained Knowledge of: (i) any Claim involving, pending against or threatened against the Company or any employee of the Company before or by any Governmental Body or other Person or (ii) any outstanding or unsatisfied judgments, orders, decrees or stipulations to which the Company or any officer, director or employee of the Company is a party, which in the case of either clause (i) or (ii) relate directly to the transactions contemplated herein or that could have any material adverse effect upon the business of the Company or its assets; (g) entered into or agreed to any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company;Company to a third party or any amendment or change to any existing license or other agreement relating to intellectual property; or (xh) creation, termination or amendment received notice of, or waiver of any right underotherwise obtained Knowledge of, any material contract of the Company; (xi) damage, destruction other events or loss having, or facts that would be reasonably expected likely to have, have a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Other than as set forth on Schedule 2.01(g)disclosed in the Company Current Reports, or otherwise disclosed in this Agreement or in Section 3.8 of the Company Disclosure Schedule, since September 30, 1997 and through the date hereof, the business of the Company Balance Sheet Date, and of each of the Company Subsidiaries has been conducted its business only in the ordinary course, and there has not been (i) any Material Adverse Effect on the Company; (ii) any material indebtedness incurred by the Company or any Company Subsidiary for money borrowed; (iii) any material transaction or commitment, except in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event business or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions as contemplated by this Agreement; , entered into by the Company or any of the Company Subsidiaries; (iv) incurrenceany damage, assumption destruction or guarantee loss, whether covered by insurance or not, which, individually or in the aggregate, would have a Material Adverse Effect on the Company; (v) any material change by the Company of in accounting principles or methods except insofar as may be required by a change in generally accepted accounting principles; (vi) any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence material revaluation by the Company or any Company Subsidiary of any lien on asset (including, without limitation, any asset writing down of the value of inventory or writing off of notes or accounts receivable); (vii) any mortgage or pledge of any of the assets or properties of the Company or any Company Subsidiary or the subjection of any of the assets or properties of the Company or any Company Subsidiary to any material liens, charges, encumbrances, imperfections of title, security interest, options or rights or claims of others with respect thereto other than in the ordinary course consistent with past practices; practice; or (viviii) transaction any assumption or commitment made, or any contract or agreement entered into, guarantee by the Company relating to its assets or business (including a Company Subsidiary of the acquisition or disposition indebtedness of any assets) person or any relinquishment by the Company of any contract or other right, in either case, material to the Companyentity, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingpractice.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the SEC Reports or contemplated in this Agreement, since September 30, 2017 (the Company "AA Balance Sheet Date, the Company ") AA has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyAA; (ii) event event, which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence occurrence, which could reasonably be expected to prevent, hinder or materially delay the ability of the Company AA to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company AA of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company AA of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company AA relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company AA of any contract or other right, in either case, material to the CompanyAA, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyAA, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company AA or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyAA; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyAA; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyAA; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyAA; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Section 3.08 of the Disclosure Schedule, since the Company Balance Sheet DateJanuary 2, 2010, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to occurred any change, event, circumstance, occurrence or condition which would, individually or in the Company; (ii) event whichaggregate, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to preventresult in a Material Adverse Effect, hinder or materially delay and, without limiting the ability generality of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrenceforegoing, assumption or guarantee by the Company of has not (a) incurred any indebtedness for borrowed money other than obligation or liability, secured or unsecured (whether accrued, absolute, contingent or otherwise), whether due or to become due, except current liabilities in the ordinary course and in amounts and on terms of business consistent with past practices practice or as disclosed to Pubco in writing; (v) creation or other incurrence by those reflected on the Company of Unaudited Statements, (b) discharged or satisfied any lien on Lien (except for Permitted Liens), or paid any asset other than obligation or liability, except current liabilities becoming due in the ordinary course of business consistent with past practices; practice, (vic) transaction or commitment mademortgaged, pledged, or subjected to Lien (except for Permitted Liens) any contract of its properties or agreement entered intoassets, by the Company relating to its assets (d) sold, transferred, licensed or business (including the acquisition or disposition otherwise disposed of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity ’s material properties or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability assets other than in the ordinary course of business consistent with past practice, (e) increased the compensation payable or to become payable by it to any failure of its directors, officers, employees or individual independent contractors whose total annual compensation for services rendered after any such increase is more than $125,000, except as provided by any agreement, either written or oral, the terms of which have been disclosed on Section 3.08 of the Disclosure Schedule, or made any bonus, percentage of compensation or other like benefit accruing to pay any liability when due; (ix) write-offs or write-downs for the credit of any assets such directors, officers, employees or independent contractors (except in the ordinary course of business consistent with past practices and in accordance with any Company Benefit Plan set forth in Section 3.20 of the Company; Disclosure Schedule), (xf) creation, terminated or received any notice of termination or amendment of, or waiver of any right underMaterial Agreement, trademark, trade secret, patent, patent application, copyright or trade name protection, (g) suffered any material contract of the Company; (xi) damage, destruction or loss havingLoss (whether or not covered by insurance) to its properties or assets which, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could aggregate, has resulted in or would, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect, (h) suffered any taking or seizure of all or any part of its properties or assets by condemnation or eminent domain, (i) experienced any material change in its relations with its vendors, suppliers, lenders, dealers, distributors or customers which, individually or in the aggregate, has resulted in or would, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect, (j) acquired any capital stock or other securities of any Person or any interest in any Person, or otherwise made any loan or advance to or investment in any Person (other than advances to employees for expenses in the ordinary course of business consistent with past practice), (k) made any capital expenditures or capital additions exceeding $100,000 singly or $500,000 in the aggregate, (l) instituted, settled or agreed to settle any litigation, action or proceeding before any court or governmental body affecting its financial condition, its property or its business operations involving a single claim (or series of related claims) with damages requested, agreed upon or paid in excess of $100,000, (m) made any material purchase commitment in excess of normal, ordinary and usual requirements, or made any material change in its selling, pricing, or personnel practices, in each case, other than in the ordinary course of business consistent with past practice, (n) made any change in accounting principles or methods, or in the manner of keeping books, accounts and records of the Company which is, or may be, inconsistent with the principles or methodology by which the Financial Statements have a material adverse effect been prepared, (o) entered into any contract, agreement, lease or give rise transaction requiring payments in excess of $100,000 per annum, except in the ordinary course of business consistent with past practice, (p) changed the authorized capital structure of the Company, redeemed any equity securities of the Company, issued, sold or otherwise disposed of any equity securities of the Company or any option to a material adverse change acquire equity securities of the Company, or any securities convertible into or exchangeable for equity securities of the Company or made any declaration, setting aside or payment of any dividend or any other distribution (whether in cash, stock or property) in respect of its equity securities, (q) other than in the ordinary course of business: made any election with respect to Taxes (as defined in Section 3.18(k)), filed any amended Tax Return (as defined in Section 3.18(k)), entered into any closing agreement, settled any Tax claim or assessment relating to the CompanyCompany Parties and/or HFS, surrendered any right to claim a refund of Taxes or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company Parties and/or HFS if such election, adoption, change, amendment, agreement, settlement, surrender or consent would have the effect of materially increasing the Tax liability of the Company Parties and/or HFS for any period ending after the Closing Date or materially decreasing any Tax attribute of the Company existing on the Closing Date; or or (xiiir) entered into any agreement or made any commitment to do any of the foregoingthings described in the preceding subsections (a) through (q) of this Section 3.08.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(b), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on in Schedule 2.01(g)------------------------------------ -------- 2.9, since June 30, 2000, there has not been any: (i) transaction by the Company Balance Sheet Date, the Company has conducted its business only --- except in the ordinary course of business and consistent with past practicepractices; (ii) capital expenditure or commitment by the Company, and there is either individually or in the aggregate, exceeding Cdn$100,000; (iii) destruction of, material damage to or loss of any material assets, business or customer of the Company (whether or not and has not been any: covered by insurance); (iiv) claim of wrongful discharge or dismissal or other unlawful labor practice or action or, to the Company's Knowledge, any union, collective bargaining or labor organizing activity; (v) material adverse change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company, or any material disagreement between the Company and its auditors; (vi) revaluation by the Company of any of its material assets, including without limitation any write-down of the value of any inventory or any write-off of any accounts or notes receivable; (vii) declaration, setting aside or payment of a dividend or other distribution with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability shares of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any shares in the share capital of the Company; (viii) increase in the salary or other compensation payable or to consummate become payable by the transactions Company to any of the Company's officers, directors, employees, consultants or advisors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation to any such Person other than in the ordinary course of business of the Company consistent with past practice and except as otherwise contemplated by this Agreement; ; (ivix) incurrencechange-of-control award granted to any officer, assumption director, employees, consultants or guarantee advisors; (x) sale, lease, license or other disposition of any of the assets or properties of the Company, except in the ordinary course of business as conducted on that date and consistent with past practices; (xi) material amendment or termination of any Company Contract; (xii) loan by the Company to any Person, incurring by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence money, guaranteeing by the Company of any lien on indebtedness for borrowed money, issuance or sale of any asset other than debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; ; (vixiii) transaction waiver or commitment maderelease of any material right or claim of the Company, including any write-off or other compromise of any contract or agreement entered into, by account receivable of the Company relating which has had or would reasonably be expected to its assets or business have a Material Adverse Effect on the Company; (including the acquisition or disposition xiv) notice of any assets) claim of ownership by a third party of any Company Intellectual Property or any relinquishment notice of infringement by the Company of any contract third party's intellectual property rights; (xv) change in pricing or other right, royalties set or charged by the Company to its customers or licensees or in either case, material pricing or royalties set or charged by Persons who have licensed Company Intellectual Property to the Company, other than transactions and commitments Company except in the ordinary course of business as conducted on that date, consistent with past practices and those contemplated by this Agreement; practices; (viixvi) labor disputepayment, other than routinedischarge or satisfaction of any encumbrance, individual grievances, or, to the knowledge of the Company, any activity liability or proceeding by a labor union or representative thereof to organize any employees obligation of the Company (whether absolute, accrued, contingent or any lockoutsotherwise, strikes, slowdowns, work stoppages and whether due or threats by or with respect to such employees; (viiibecome due) payment, prepayment or discharge of liability other than in the ordinary course of business as conducted on that date, consistent with past practices; or any failure to pay any liability when due; (ixxvii) write-offs forward purchase contracts or write-downs of any assets of the Company; (x) creationforward sales commitments, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or than in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change ordinary course of business as conducted on that date, consistent with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingpast practices.

Absence of Certain Changes or Events. Except as set forth on in Schedule 2.01(g)3.8, since the Company Balance Sheet DateSeptember 30, the 2022, Company has conducted its business only the Business in the ordinary course and there has not occurred any of the following: (i) any Material Adverse Effect; (ii) any amendments or changes in the Articles of Organization or Operating Agreement of Company; (iii) any damage to, destruction or loss of any material asset of Company (whether or not covered by insurance); (iv) any material change by Company in its accounting methods, principles or practices; (v) any material revaluation by Company of any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any sale of a material amount of property of Company, except in the ordinary course of business; (vii) any declaration, setting aside or payment of any dividend or distribution in respect of membership interest in Company or any redemption, purchase or other acquisition of any of Company’s securities (except as contemplated by this Agreement); (viii) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Company, in each case except in the ordinary course of business consistent with past practice or except as required by applicable law; (ix) any ​ ​ creation or assumption by Company of any Encumbrance on any material asset of Company, other than in the ordinary course of business, consistent with past practice; (x) any making of any loan, advance or capital contribution to or investment in any Person by Company, other than advances to employees to cover travel and there is not and has not been any: other ordinary business-related expenses in the ordinary course of business consistent with past practice; (ixi) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted any incurrence or assumption by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation any guarantee, endorsement or other incurrence or assumption of a material liability (whether directly, contingently or otherwise) by Company for the Company obligations of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other rightPerson, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability each case other than in the ordinary course of business consistent with past practice; or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other conditionany material modification, event amendment, assignment or occurrence which individually termination of or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do relinquishment by Company of any of the foregoingrights under any Material Contract.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Health Max Balance Sheet Date, the Company Health Max has conducted its business only in the ordinary course consistent with past practicecourse, and there is not and has not been any: (i) material adverse change with respect to the CompanyHealth Max; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoWRAP; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Health Max to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Health Max of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco WRAP in writing; (v) creation or other incurrence by the Company Health Max of any lien security interest on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Health Max relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Health Max of any contract or other right, in either case, material to the CompanyHealth Max, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Health Max or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Since the Servicesoft Balance Sheet Date, Servicesoft and the Subsidiaries have carried on their business in the ordinary course substantially in accordance with the procedures and practices in effect on the Servicesoft Balance Sheet Date. (a) Except as set forth on Schedule 2.01(g)in Item 4.11(a) of the Servicesoft Disclosure Letter or permitted by the terms of this Agreement, since the Company Servicesoft Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and Date there is not and has not been anywith respect to Servicesoft or any Subsidiary: (i) material any change, circumstance or effect that is or is reasonably likely to be materially adverse change with respect to the Companybusiness, employees, assets (including intangible assets), capitalization, financial condition, operations or results of operations of Servicesoft and its Subsidiaries, taken as a whole; (ii) event which, if it had taken place following any contingent liability incurred by Servicesoft or any Subsidiary as guarantor or surety with respect to the execution obligations of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcoothers which exceed in the aggregate $100,000; (iii) conditionany mortgage, event encumbrance or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability lien placed on any of the Company to consummate properties of Servicesoft or any Subsidiary except: (A) mechanics', carriers', workers' and other similar liens arising in the transactions contemplated by this Agreementordinary course of business, and (B) liens for current Taxes not yet due and payable; (iv) incurrenceany purchase, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation license, sale or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment madedisposition, or any contract agreement or agreement entered intoother arrangement for the purchase, by license, sale or other disposition, of any of the Company relating to its property (including Servicesoft IP Rights, as defined in Section 4.12(b)), assets or business (including the acquisition or disposition goodwill of any assets) Servicesoft or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability its Subsidiaries other than in the ordinary course of business and consistent with past practice; (v) any material damage, destruction or loss of any material property or asset, whether or not covered by insurance; (vi) any change in the compensation payable or to become payable to any of Servicesoft's or any failure Subsidiary's directors, officers, employees or consultants (other than normal raises) for non-officers in connection with promotions or annual performance evaluations, in the ordinary course of business consistent with past practice), or any change or agreement to pay make any bonus or similar payment or arrangement made to or with any of such directors, officers, employees or consultants, other than normal bonuses granted or committed to be granted prior to the date of this Agreement; (vii) any material change with respect to the senior management of Servicesoft or any Subsidiary or the termination of the employment of a material number of employees of Servicesoft and its Subsidiaries; or (viii) any loss of one or more material customers of Servicesoft or any Subsidiary or such number of such customers which together represent a material amount of business. (b) Except as set forth in Item 4.11(b) or as permitted by the terms of this Agreement, since the Servicesoft Balance Sheet Date neither Servicesoft nor any Subsidiary has: (i) formed any subsidiary or acquired any equity interest or other interest in any other entity; (ii) amended their certificates of incorporation, bylaws or any other charter document; (iii) made any payment or discharged any material lien or liability when dueof Servicesoft or any Subsidiary, which lien or liability was not either (A) shown on the balance sheet as of the Servicesoft Balance Sheet Date included in the Servicesoft Financial Statements or (B) incurred in the ordinary course of business after the Servicesoft Balance Sheet Date; (iv) incurred any obligation or liability to any of their officers, directors, stockholders or affiliates, or any loans or advances made to any of its officers, directors, stockholders or affiliates, except normal compensation and expense allowances payable to officers or directors; (v) sold, issued, granted or authorized the issuance or grant of: (A) any shares of its capital stock of any class or other security (other than (1) options issued to employees in the ordinary course of business consistent with past practice and identified in Item 4.3(b) of the Servicesoft Disclosure Letter (all of which had been granted as of the date of this Agreement), or (2) pursuant to exercise of outstanding stock options and warrants); (B) any option, call, warrant, obligation, subscription, or other right to acquire any capital stock or any other security, except for stock options described in Section 4.3 or (C) any instrument convertible into or exchangeable for any capital stock or other security; or accelerated the vesting of any outstanding option or other security, except for acceleration provisions that are contained in existing stock option grants (each of which is listed in Item 4.11(b)); (vi) declared, set aside or paid any dividend on, or made any other distribution in respect of, their capital stock, or made any changes in any rights, preferences, privileges or restrictions of any of their outstanding capital stock; (vii) effected any split, stock dividend, combination or recapitalization of their capital stock or any direct or indirect redemption, purchase or other acquisition by Servicesoft or any Subsidiary of their capital stock; (viii) effected or been a party to any transaction relating to a merger, consolidation, sale of all or substantially all of their assets, or similar transaction; or accepted or otherwise entered into any Acquisition Proposal (as defined in Section 6.7(a)); (ix) write-offs executed, amended, relinquished, terminated or write-downs failed to renew any material Contract, lease, transaction or legally binding commitment other than in the ordinary course of its business (nor to Servicesoft's knowledge, has there been any assets written or oral indication or assertion by the other party thereto of the Companyits desire to so amend, relinquish, terminate or not renew any such Contract, lease transaction or legally binding commitment); (x) creation, termination or amendment of, or waiver deferred the payment of any right underaccounts payable outside the ordinary course of business or in an amount which is material or any discount, accommodation or other concession made outside the ordinary course of business in order to accelerate or induce the collection of any material contract of the Companyreceivable; (xi) damageborrowed any money other than in the ordinary course of its business, destruction or loss having, or reasonably expected to have, a material adverse effect on and not in excess of $100,000 in the Companyaggregate; (xii) other conditionbeen the subject of any pending or, event to Servicesoft's knowledge, threatened labor dispute or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Companyclaim of unfair labor practices; or (xiii) made or entered into any agreement or commitment understanding to do any of the foregoingforegoing (other than as disclosed in Item 4.11(b)).

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since June 30, 2011 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) ; payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyPubco; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the Company; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoBuyer; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixh) material write-offs or write-downs of any assets Assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company; (xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiil) agreement or commitment to do any of the foregoing. Shareholder also represents and warrants that Shareholder can and does make the representation in this Section 3.8 as if it were applicable Shareholder.

Absence of Certain Changes or Events. Except Since May 31, 2008, except as set forth on Schedule 2.01(gmay be contemplated by, or disclosed pursuant to, this Agreement, including Section 4.26 of the Company Disclosure Schedule: (a) there has not been any event or events (whether or not covered by insurance), since individually or in the aggregate, which have had a Material Adverse Effect on the Company Balance Sheet Dateor any of its Subsidiaries, including without limitation the imposition of any security interests on any of the assets of the Company or any of its Subsidiaries; (b) there have not been any amendments or other modifications to the certificate of incorporation or bylaws of either the Company or any of its Subsidiaries; (c) there has conducted not been any entry by the Company nor any of its business only Subsidiaries into any commitment or transaction material to the Company or such Subsidiaries, except in the ordinary course Ordinary Course of Business and consistent with past practice, and there is not and has not been any: including without limitation any (i) material adverse change with respect borrowings or the issuance of any guaranties, (ii) any capital expenditures in excess of $60,000, or (iii) any grant of any increase in the base compensation payable, or any loans, to the Companyany directors, officers or employees; (iid) event whichthere has not been, if it had taken place following other than pursuant to the execution Plans, any increase in or establishment of this Agreementany bonus, would not have been permitted by Section 3.01 without prior consent insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, except in the Ordinary Course of Pubco;Business consistent with past practice. (iiie) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee there have not been any material changes by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices its accounting methods, principles or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vif) transaction neither Company nor any of its Subsidiaries has declared, set aside or commitment made, or paid any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract dividend or other rightdistribution (whether in cash, in either case, material stock or property) with respect to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreementany of its securities; (viig) labor disputeneither Company nor any of its Subsidiaries has split, other than routinecombined or reclassified any of its securities, individual grievancesor issued, or, to the knowledge of the Companyor authorized for issuance, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeessecurities; (viiih) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, there has not been any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; orproperty and assets of Company or any of its Subsidiaries, whether or not covered by insurance; (xiiii) agreement there has not been any revaluation of Company’s or commitment any of its Subsidiaries’ assets, including writing down the value of inventory or writing off notes or accounts receivable, other than in the Ordinary Course of Business consistent with past practice; and (j) neither Company nor any of its Subsidiaries has agreed, whether in writing or otherwise, to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company date of the most recent financial statements included in the Pubco SEC Documents (the “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to to (viii) organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiiix) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixx) write-offs or write-downs of any assets of the CompanyPubco; (xxi) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xixii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xiixiii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiiixiv) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since August 1, since the Company Balance Sheet Date, the Company 2022 TGI has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyTGI; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably reasonaBIABy be expected to prevent, hinder or materially delay the ability of the Company TGI to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company TGI of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company TGI of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company TGI relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company TGI of any contract or other right, in either case, material to the CompanyTGI, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyTGI, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company TGI or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyTGI; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyTGI; (xi) damage, destruction or loss having, or reasonably reasonaBIABy expected to have, a material adverse effect on the CompanyTGI; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably reasonaBIABy be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyTGI; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the GCAN SEC Documents, since the Company Balance Sheet Datedate of the most recent financial statements included in the GCAN SEC Documents, the Company GCAN has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyGCAN; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company GCAN to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Company GCAN of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (viv) creation or other incurrence by the Company GCAN of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company GCAN relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company GCAN of any contract or other right, in either case, material to the CompanyGCAN, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyGCAN, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company GCAN or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyGCAN; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyGCAN; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyGCAN; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyGCAN; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the Company to the Knowledge of the Company; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixh) write-offs or write-downs of any assets Assets of the Company; (xi) creation, termination or amendment of, or waiver of any right under, any material contract to the Knowledge of the Company; (xi) , damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company; (xiij) to the Knowledge of the Company, other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiil) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Since the Servicesoft Balance Sheet Date, Servicesoft and the Subsidiaries have carried on their business in the ordinary course substantially in accordance with the procedures and practices in effect on the Servicesoft Balance Sheet Date. (a) Except as set forth on Schedule 2.01(g)in Item 4.11(a) of the Servicesoft Disclosure Letter or permitted by the terms of this Agreement, since the Company Servicesoft Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and Date there is not and has not been anywith respect to Servicesoft or any Subsidiary: (i) material any change, circumstance or effect that is or is reasonably likely to be materially adverse change with respect to the Companybusiness, employees, assets (including intangible assets), capitalization, financial condition, operations or results of operations of Servicesoft and its Subsidiaries, taken as a whole; (ii) event which, if it had taken place following any contingent liability incurred by Servicesoft or any Subsidiary as guarantor or surety with respect to the execution obligations of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcoothers which exceed in the aggregate $100,000; (iii) conditionany mortgage, event encumbrance or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability lien placed on any of the Company to consummate properties of Servicesoft or any Subsidiary except: (A) mechanics', carriers', workers' and other similar liens arising in the transactions contemplated by this Agreementordinary course of business, and (B) liens for current Taxes not yet due and payable; (iv) incurrenceany purchase, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation license, sale or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment madedisposition, or any contract agreement or agreement entered intoother arrangement for the purchase, by license, sale or other disposition, of any of the Company relating to its property (including Servicesoft IP Rights, as defined in Section 4.12(b)), assets or business (including the acquisition or disposition goodwill of any assets) Servicesoft or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability its Subsidiaries other than in the ordinary course of business or any failure to pay any liability when dueand consistent with past practice; (ixv) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss havingof any material property or asset, whether or reasonably expected to have, a material adverse effect on the Companynot covered by insurance; (xiivi) other condition, event or occurrence which individually or any change in the aggregate could reasonably be expected compensation payable or to have a material adverse effect or give rise become payable to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of Servicesoft's or any Subsidiary's directors, officers, employees or consultants (other than normal raises) for non-officers in connection with promotions or annual performance evaluations, in the foregoing.ordinary course of business consistent with past practice), or any change or agreement to make any bonus

Absence of Certain Changes or Events. Except as set forth on in Schedule 2.01(g)3.7, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the Company; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoBuyer; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixh) material write-offs or write-downs of any assets Assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company; (xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiil) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since the date of the Current Balance Sheet, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to TG3 or the Company;Dental Practice: (ii) event which3.14-1 Any Material Adverse Change or any event, if it had taken place following the execution occurrence, development or state of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event circumstances or occurrence facts which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreementresult in a Material Adverse Change; (iv) incurrence3.14-2 Any damage, assumption destruction or guarantee casualty loss, whether insured against or not, to any assets or properties associated with the Dental Practice; 3.14-3 Any increase in the rate or terms of compensation payable or to become payable by TG3 to its key employees; any increase in the Company rate or terms of any indebtedness bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for borrowed money other than or with any such key employees; any special bonus or remuneration paid; or any written employment contract executed or amended; 3.14-4 Any entry into any agreement, commitment or transaction (including, without limitation, any borrowing, capital expenditure or capital financing or any amendment, modification or termination of any existing agreement, commitment or transaction) by TG3 or the Professional Corporation, except agreements, commitments or transactions in the ordinary course of business and in amounts and on terms consistent with past practices or as disclosed to Pubco expressly contemplated in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge 3.14-5 Any conduct of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in business which is outside the ordinary course of business or any failure not substantially in the manner that TG3 previously provided management services to pay any liability when duethe Dental Practice; (ix) write3.14-offs 6 Any purchase or writeother acquisition of property, any sale, lease or other disposition of property, or any expenditure, except in the ordinary course of business; 3.14-downs 7 Any incurrence of any assets of the Company; (x) creationnoncontract liability which, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually either singly or in the aggregate is material to the business, results of operations, financial condition or prospects of the Dental Practice; 3.14-8 Any encumbrance or consent to encumbrance of any property or assets of TG3 except in the ordinary course of business; or 3.14-9 Any change in the assets, liabilities, licenses, permits or franchises of TG3, or in any agreement to which TG3 is a party or is bound, which has had or reasonably could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingMaterial Adverse Effect.

Absence of Certain Changes or Events. (a) Except as set forth on disclosed in Disclosure Schedule 2.01(gSection 3.09(a), since the Company Balance Sheet Date, Seller has operated the Company has conducted its business only Stations in the ordinary course of business consistent with past practicepractices. (b) Since the Balance Sheet Date through the date hereof, and except as set forth in Disclosure Schedule Section 3.09(b) or as contemplated by this Agreement, there is not and has not been anybeen: (i) material adverse change with respect to the Companyany Material Adverse Effect; (ii) event whichany damage, if it had taken place following the execution destruction or loss, whether or not covered by insurance, with respect to any of this Agreement, would not have been permitted by Section 3.01 without prior consent its property and assets having a replacement cost of Pubcomore than $100,000 per Market; (iii) condition, event any individual transaction over $50,000 or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or individual commitment over $75,000 made, or any individual contract or agreement over $75,000 entered into, into by the Company relating to its assets or business Seller (including the acquisition or disposition of any assets) ), or any relinquishment by the Company Seller of any contract or other rightright valued at over $100,000, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices of business, including renewals or amendments to existing contracts, and those contemplated by this Agreement; (iv) any material change in the programming policies of the Stations; (v) the creation or other incurrence by Seller of any Lien on any Purchased Asset other than Permitted Liens; (vi) any (x) establishment of any bonus, employment, severance, deferred compensation, retirement or other employee benefit plan (or any amendment to any such existing agreement), (y) grant of any severance or termination pay to any officer or employee of Seller, or (z) increase or change to the rate or nature of the compensation (including wages, salaries and bonuses) payable to any Person employed by Seller, except in each case, (A) as may be required by Law or existing contracts or applicable collective bargaining agreements and (B) in the ordinary course of business consistent with past practices; (vii) any labor dispute, other than routine, routine individual grievances, or, to the knowledge of the Company, or any activity or proceeding by a labor union or representative thereof to organize any employees of Seller, which employees were not subject to a collective bargaining agreement at the Company Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employeesany employees of Seller; (viii) paymentany sale of Owned Real Property, prepayment Leases or discharge other transfer, conveyance or termination of liability other than in the ordinary course of business leasehold rights in, such Owned Real Property or any failure to pay any liability when dueReal Property Leases; (ix) write-offs any change in any method of accounting or write-downs accounting practice by Seller except for any such change required by reason of any assets of the Company;a concurrent change in GAAP; or (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoinganything set forth in this Section 3.09(b).

Absence of Certain Changes or Events. Except as disclosed in the WRAP SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the WRAP SEC Documents, the Company WRAP has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyWRAP; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company WRAP to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company WRAP of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Health Max in writing; (v) creation or other incurrence by the Company WRAP of any lien security interest on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company WRAP relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company WRAP of any contract or other right, in either case, material to the CompanyWRAP, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyWRAP, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company WRAP or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyWRAP; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyWRAP; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyWRAP; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyWRAP; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)4.15, since the Company Balance Sheet DateApril 1, 2003, the Company Company, and ▇▇▇▇ Innovations with respect to the ▇▇▇▇ i–Monitoring Business, has conducted its business only in the ordinary course and consistent with past prior practice, and there is not and has not been anybeen: (ia) any material adverse change with respect to in the Companyassets, liabilities, properties, business, operations, prospects or condition (financial or other) of the ▇▇▇▇ i–Monitoring Business, except changes in the ordinary course of business; (iib) event whichany occurrence or the existence of any transaction, if it had taken place following the execution of this Agreementcommitment, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) dispute or other event, fact or condition, event or, to the best of the knowledge of ▇▇▇▇ Innovations, threat thereof, causing or occurrence which that could reasonably be expected to prevent, hinder or materially delay cause such a material adverse change set forth in Section 4.15(a) above in the ability of the Company to consummate the transactions contemplated by this Agreementfuture; (ivc) incurrenceany material damage, assumption destruction, loss or guarantee claim, whether or not covered by insurance, materially adversely affecting the Company assets, properties (tangible or intangible), business, operations, prospects or condition (financial or other) of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing▇▇▇▇ i–Monitoring Business; (vd) creation any sale, transfer or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment madedisposition of, or any contract mortgage or agreement entered intopledge of, by the Company relating to its assets or business (including the acquisition or disposition imposition of any assets) Lien (other than such rights to Licensed Sensor Technology licensed to ▇▇▇▇ Energy, LLC, ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated or any relinquishment by of their respective affiliates under the Company of Technology Agreement), on, any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity properties or proceeding by a labor union or representative thereof to organize any employees assets of the Company or any lockouts▇▇▇▇ i–Monitoring Business, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when duebusiness; (ixe) write-offs any capital expenditures or write-downs commitments therefor in excess of any assets of $5,000 in the Companyaggregate; (xf) creation, termination any cancellation or amendment of, or waiver nonrenewal of any right under, any material contract of authorizing the Company; (xi) damage, destruction Company or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change ▇▇▇▇ Innovations with respect to the Company▇▇▇▇ i–Monitoring Business to use Intellectual Property Rights of any third parties; (g) any acceleration of the billing of customers or the collection of their accounts receivable or the delay in payment of accounts payable or accrued expenses or the deferment of expenses; (h) any incurrence of indebtedness for borrowed money or for the deferred purchase of property; (i) any cancellation of material debts owed to or material claims held by the Company or ▇▇▇▇ Innovations with respect to the ▇▇▇▇ i–Monitoring Business; (j) any increase in the regular rate of compensation payable by it to any officer, director or employee, other than normal merit and cost of living increases granted in the ordinary course of business; or any increase in the compensation to any officer, director, employee or stockholder by bonus, percentage, compensation service award or in any other way, and no such increase is contractually or legally required; (k) the establishment, any agreement to establish or any material change in any Employee Benefit Plan, and no such change is contractually or legally required; (l) any payment, discharge or satisfaction of any claims, liabilities or obligations other than in the usual and ordinary course of business; or (xiiim) agreement any agreement, whether in writing or commitment otherwise, that in any way legally binds the Company to do take any of the foregoingaction described in this Section 4.15.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the Company; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixh) material write-offs or write-downs of any assets Assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company; (xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiil) agreement or commitment to do any of the foregoing.