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

Absence of Certain Changes or Events. Since August 31, 1996, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business.

Absence of Certain Changes or Events. Since August Except as disclosed in the Company SEC Documents or in Schedule 3.1(f) to the Company Disclosure Letter, since December 31, 19962006 (the “Company Financial Statement Date”) and through the date of this Agreement, the Company and the Company Subsidiaries have conducted their respective businesses only in the ordinary course and there has not been (a) any material adverse change in the business, operations, properties, assets, liabilities, financial condition (financial or other), results of operations or prospects of the CompanyCompany and the Company Subsidiaries taken as a whole, northat has resulted or would result, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting in a Company Material Adverse Effect, nor has there been any occurrence or circumstance that with the properties or business passage of time would reasonably be expected to result in a Company Material Adverse Effect, (b) except for regular distributions (in the case of the Company; (ii) not in excess of $0.0758333 per Share with customary record and payment dates, any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company’s capital stock, (c) any split, combination or reclassification of any of the Company’s capital stock or any direct issuance or indirect redemption, purchase or other acquisition the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its beneficial interest or any issuance of an ownership interest in, any Company Subsidiary except as contemplated by this Agreement, (d) any issuance of Company Options or restricted shares of the capital stock of the Company; , (ive) any increase damage, destruction or loss, whether or not covered by insurance, that has or would have a Company Material Adverse Effect, (f) any change in the compensation payable accounting methods, principles or to become payable practices by the Company to the Stockholders or any of Company Subsidiary materially affecting its officersassets, directors, employees, consultants liabilities or agentsbusiness, except for ordinary and customary bonuses and salary increases for employees insofar as may have been disclosed in accordance with past practice; the Company SEC Documents or required by a change in GAAP or regulatory accounting principles or (vg) any work interruptionsamendment of any employment, labor grievances or claims filedconsulting, severance, retention or any proposed law, regulation other agreement between the Company and any officer or event or condition of any character materially adversely affecting the business or future prospects director of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business.

Absence of Certain Changes or Events. Since August 31, 1996, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' Stockholder's ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders Stockholder or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders Stockholder and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any material transaction by the Company outside the ordinary course of business.

Absence of Certain Changes or Events. Since August 31Except as may be disclosed in the Reports or as otherwise disclosed in Section 3.1(f) of the Disclosure Schedule, 1996since September 30, 1998 there has not been (i) any material adverse change in the business, operations, properties, assets, liabilities, financial condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed Company or its Subsidiaries or any other event which in SCHEDULE 4.8 any such case has there been: had or could reasonably be expected to have a Material Adverse Effect; (iii) any damage, destruction or loss (loss, whether or not covered by insurance) alone insurance or in the aggregatenot, materially adversely affecting having a material adverse effect upon the properties or business of the Company; (ii) any change in Company and the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; Subsidiaries taken as a whole; (iii) any declaration declaration, setting aside or payment of any dividend dividend, or other distribution in respect of the capital stock of the Company or any direct or indirect redemption, purchase redemption or other acquisition by the Company of any of its capital stock; (iv) any issuance by the capital stock Company, or commitment of the Company; Company to issue, any shares of its Common Stock or securities convertible into or exchangeable for shares of its Common Stock; (ivv) any increase in the rate or terms of compensation payable or to become payable by the Company to the Stockholders or any of Subsidiary to its officers, directors, officers or key employees, consultants or agents, except for increases occurring in the ordinary and customary bonuses and salary increases for employees course of business in accordance with its customary past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; practices; (vi) any sale grant or transferincrease in the rate or terms of any bonus, insurance, pension, severance or other employee benefit plan, payment or arrangement made to, for or with any agreement to sell directors, officers or transferkey employees, any material assets, properties or rights except increases occurring in the ordinary course of the Company to any person, including, without limitation, the Stockholders and their affiliates; business in accordance with its customary past practices; (vii) any cancellationchange by the Company in accounting methods, principles or agreement to cancel, any indebtedness or other obligation owing to the Company; practices except as required by generally accepted accounting principles; (viii) an entry into any increase in agreement, commitment or transaction by the Company's indebtednessCompany or any Subsidiary which is material to the Company and its Subsidiaries taken as a whole, other than accounts payable incurred except agreements, commitments or transactions in the ordinary course of business; ; (ix) any planstock split, agreement reverse stock split, combination or arrangement granting any preferential rights to purchase or acquire any interest in any reclassification of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; Common Stock; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside change in the terms and conditions of the ordinary course of the Company's business; Company Stock Option Plans except as contemplated hereby; or (xi) any waiver of agreement or commitment, whether in writing or otherwise, to take any material rights or claims of the Company; (xii) any material breachaction described in this subsection 3.1(f). Since December 31, amendment or termination of any material contract1997, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by and the Company outside Subsidiaries have conducted their respective businesses in all material respects only in the ordinary course of businesscourse, consistent with past custom and practice, except as contemplated by this Agreement and except to the extent such conduct would not have a Material Adverse Effect.

Absence of Certain Changes or Events. Since August 31Except as set forth in Section 2.9 of the Company Schedule, 1996, since the Interim Balance Sheet Date there has not been any material adverse change in the businessbeen, operations, properties, assets, liabilities, condition (financial occurred or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: arisen: (i) any damage, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting that has had or is reasonably expected to have Material Adverse Effect on the business Company; (ii) any declaration, setting aside or future prospects payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company; 's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by the Company of any of the Company's capital stock or any other securities of the Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements; (iii) any split, combination or reclassification of any of the Company's or any of its subsidiaries' capital stock; (iv) any granting by the Company or any of its subsidiaries of any increase in compensation or fringe benefits or any payment by the Company or any of its subsidiaries of any bonus, or any granting by the Company or any of its subsidiaries of any increase in severance or termination pay or any entry by the Company or any of its subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; (v) entry by the Company or any of its subsidiaries into (x) any licensing or other Contract relating to the use, acquisition or disposition of any Intellectual Property (as defined in Section 2.18 hereof) other than (1) end-user licenses of commercially available software applications for internal use by the Company in the ordinary course of business consistent with past practice, and (2) commercial licenses of the Company's software in the ordinary course of business consistent with past practice, or (y) any amendment or consent with respect to any material licensing or other Contract relating to the use, acquisition or disposition of any Intellectual Property; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of change by the Company to in its accounting methods, principles or practices, except as required by concurrent changes in GAAP; (vii) any personrevaluation by the Company of any of its assets, including, without limitation, writing down the Stockholders and their affiliates; (vii) value of capitalized inventory or writing off notes or accounts receivable or any cancellation, or agreement to cancel, any indebtedness or other obligation owing to sale of assets of the Company; (viii) any increase in the Company's indebtedness, Company other than accounts payable incurred in the ordinary course of business; business consistent with past practice; (viii) entry by the Company or any of its subsidiaries into any Contract filed or required to be filed by the Company with the SEC; (ix) any plan, negotiation or agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of by the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or subsidiaries to do any of the things described in the preceding clauses (xiiii) any transaction by through (viii) (other than negotiations or agreements with Parent regarding the Company outside the ordinary course of businessTransactions).

Absence of Certain Changes or Events. Since August 31, 1996(a) Between the date of the Company Balance Sheet and the date of this Agreement, there has not been any material adverse change change, event, condition, development, circumstance, effect or occurrence that has had or would reasonably be expected to have, individually or in the businessaggregate, operations, properties, assets, liabilities, condition a Company Material Adverse Effect. (financial or other), results of operations or prospects b) From the date of the CompanyCompany Balance Sheet to the date of this Agreement, nor(i) the Company and each Company Subsidiary has conducted its business in the ordinary course in substantially the same manner as previously conducted, except as disclosed in SCHEDULE 4.8 and (ii) there has there not been: (i) any damagedeclaration, destruction setting aside, accrual or loss payment of any dividend on, or making of any other distribution (whether in cash, stock, equity securities or not covered by insuranceproperty) alone or in the aggregaterespect of, materially adversely affecting the properties or business any capital stock of the Company; (ii) any change in the authorized split, combination or reclassification of any capital stock of the Company or in its securities outstanding any issuance or any change in the Stockholders' ownership interests or any grant authorization of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment issuance of any dividend or distribution other securities in respect of, in lieu of the capital stock or any direct or indirect redemption, purchase or other acquisition in substitution for shares of any of the capital stock of the Company; (iii) except as required pursuant to the terms of any Company Benefit Plan in effect as of the date of the Company Balance Sheet, (A) any granting to any member of the board of directors of the Company or any employee of the Company at the level of senior vice president or above of any increase in cash or equity compensation, (B) any granting to any director, employee or individual service provider of the Company of any increase in severance or termination pay (except as may be required by applicable Law) or (C) any entry by the Company into any employment, consulting, severance or termination agreement with any director, or any employee, other than offer letters entered into in the ordinary course of business with employees below the level of senior vice president that do not provide for severance or termination pay or benefits (except as may be required by applicable Law) or as disclosed in the Filed Company SEC Documents; (iv) any increase change in the compensation payable accounting methods, principles or to become payable practices by the Company to the Stockholders (other than any immaterial change thereto), except as may have been required (A) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of its officersthe Financial Accounting Standards Board or any similar organization or (B) by Law, directorsincluding Regulation S-X promulgated under the Securities Act, employeesin each case, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practiceas agreed to by the Company’s independent public accountants; (v) any work interruptionssale, labor grievances lease (as lessor), license or claims filedother disposition of (including through any “spin-off”), or pledge, encumbrance or other Lien imposed upon (other than a Permitted Lien), any proposed law, regulation properties or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, assets or any agreement portion thereof or interest therein (other than Intellectual Property) that are material, individually or in the aggregate, to sell the Company except sales or transfer, any material assets, other dispositions of inventory and excess or obsolete properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred assets in the ordinary course of business; (ixvi) any plansale, assignment, abandonment, cancellation, lapsing, licensing or other transfer any Company Owned Intellectual Property, except for (i) non-exclusive licenses (including sublicenses) to Intellectual Property granted in the ordinary course of business consistent with past practice, or (ii) abandonment or other disposition of any Company Registered Intellectual Property at the end of the applicable statutory term, in the ordinary course of prosecution or otherwise in the exercise of the Company’s reasonable business judgment; (vii) (A) To the knowledge of the Company, any disclosure to any third party, other than under a confidentiality agreement or arrangement granting other legally binding confidentiality undertaking, of any preferential rights to purchase or acquire any interest in any of the assets, property or rights Trade Secret (including source code) of the Company or requiring consent any Company Subsidiary that is included in the Company Intellectual Property in a way that results in loss of material Trade Secret protection thereon, except for any party such disclosures made as a result of publication of a Patent application filed by the Company or any Company Subsidiary or in connection with any required regulatory filing, (B) any failure to take or maintain reasonable measures to protect the confidentiality and value of material Trade Secrets included in the Company Intellectual Property, or (C) any material change practices or procedures related to the transfer and assignment Processing of Personal Information; (viii) any such assetsacquisition, property in a single transaction or rightsa series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other similar manner, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person (other than the Company), with an aggregate amount of consideration paid or transferred by the Company or any Company Subsidiary in excess of $1,000,000; (ix) any change to a material Tax election, any change to an annual Tax accounting period or any change to a material method of Tax accounting, any filing of an amended material Tax Return, any entry into a closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law), any agreement to extend or waiver the statute of limitations with respect to income Taxes or other material Taxes, or any settlement, compromise or waiver of a material Tax liability or refund; (x) any purchase payment, discharge, settlement, compromise or acquisition of, resolution of (or agreement, plan written offer or arrangement proposal to purchase or acquiredo so), any propertypending or threatened claims, rights liabilities or assets outside of obligations relating to a Proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), including any Proceeding initiated by the ordinary course of the Company's businessCompany or any Company Subsidiary; (xi) (i) any waiver incurrence, assumption or other liability for any indebtedness for borrowed money or any guarantee any such indebtedness of another Person, any issuance or sale of any material debt securities or warrants or other rights or claims to acquire any debt securities of the Company;Company or any Company Subsidiary, any guarantee of any debt securities of another Person, any entry into of any “keep well” or other agreement to maintain any financial statement condition of another Person or any entry into any arrangement having the economic effect of any of the foregoing, (ii) any making of any loans, advances or capital contributions to, or investments in, any other Person, other than to or in the Company or to employees, consultants or independent contractors in the ordinary course of business consistent with past practice or (iii) any cancellation of any indebtedness for borrowed money owed to the Company or any Company Subsidiary (individually or in the aggregate) or any settlement, waiver, forgiveness or amendment of any claims or rights outside the ordinary course of business consistent with past practice; and (xii) any material breach, amendment or termination commitment on the part of any material contract, agreement, license, permit or other right to which the Company is a party or to do any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since August Except as set forth in Section 4.08 of the Company Disclosure Schedule or in the Company SEC Reports, since December 31, 19962002, the Company has conducted its business in the ordinary course and there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: occurred: (i) any damageCompany Material Adverse Effect; (ii) any amendments or changes in the certificate of incorporation or bylaws of the Company or any of its subsidiaries; (iii) any damage to, destruction or loss of any asset of the Company or any of its subsidiaries, (whether or not covered by insurance) alone that has had or in the aggregate, materially adversely affecting the properties or business of the Company; is reasonably likely to have a Company Material Adverse Effect; (iiiv) any change by the Company in its accounting methods, principles or practices; (v) any material change to any Company Stock Option Plans or Company Employee Plans, including the authorized capital stock establishment of any new plans or any amendment that extends the extension of coverage under any plan to new groups of employees or other Persons not previously covered; (vi) any restructuring or reorganization of the Company or in any of its securities outstanding subsidiaries; (vii) any split, combination or reclassification of any of its capital stock or any change issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (viii) any revaluation of any of the Company's or any subsidiary's assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the Stockholders' ownership interests ordinary course of business; (ix) any sale, pledge, disposition of or any grant encumbrance upon a material amount of property of the Company or of any optionsof its subsidiaries, warrants, calls, conversion rights or commitments; except in the ordinary course of business and consistent with past practice; (iiix) any declaration material Tax election inconsistent with past practices or the settlement or compromise of any material Tax liability; (xi) any declaration, issuance or payment of any dividend or other distribution (whether in respect of the capital cash, stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders property or any of its officers, directors, employees, consultants combination thereof) other than a dividend or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing distribution by a wholly-owned subsidiary to the Company; ; or (viiixii) the creation of any increase in indebtedness for borrowed money or the Company's indebtednessissuance of any debt securities or the assumption, guarantee (other than accounts payable incurred guarantees of bank debt of a subsidiary entered into in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase endorsement or acquire any interest in any of the assets, property or rights of other accommodation whereby the Company or requiring consent any of its subsidiaries became responsible for, the obligations of any party to person, or the transfer and assignment making of any such assetsloans or advances, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of except in the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since August 31Except as disclosed in the Company SEC Documents filed prior to the date hereof and publicly available, 1996since July 1, 2005, the Company has conducted its business only in the ordinary course consistent with prior practice, and there has not been (i) any material adverse change Material Adverse Change in the businessCompany, operations(ii) any declaration, propertiessetting aside or payment of any dividend or other distribution (whether in cash, assetsstock or property) with respect to any of the Company’s capital stock, liabilities(iii) any split, condition combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (financial iv) any granting by the Company to any officer or other), results employee of operations the Company of (A) any increase in compensation or prospects (B) any right to participate in (by way of bonus or otherwise) the profits of the Company, norexcept, in each case, in the ordinary course of business consistent with prior practice or as was required under employment agreements or salary or wage policies in effect as of the date of the most recent audited financial statements included in the Company SEC Documents filed prior to the date hereof (a list of all such employment agreements or salary or wage policies being set forth in Section 3.1(g) of the Company Disclosure Schedule), (v) any granting by the Company to any such officer or employee of any increase in severance or termination pay, except as disclosed was required under employment, severance or termination agreements in SCHEDULE 4.8 has there been: effect as of the date of the most recent audited financial statements included in the Company SEC Documents filed prior to the date hereof and publicly available, (ivi) any entry into, or renewal or modification, by the Company of any employment, consulting, severance or termination agreement with any officer, director or employee of the Company, (vii) any damage, destruction or loss (loss, whether or not covered by insurance) alone , that has or in the aggregate, materially adversely affecting the properties or business of would have a Material Adverse Effect on the Company; , (iiviii) any change in the authorized capital stock of the Company accounting methods, principles or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable practices by the Company to the Stockholders materially affecting its assets, liabilities or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filedbusiness, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction action taken by the Company outside the ordinary course of businesswhich, if Section 4.1 had then been in effect, would have been prohibited by such Article if taken without Parent’s consent (and no agreement, understanding, obligation or commitment to take any such action exists).

Absence of Certain Changes or Events. Since August December 31, 19962005 until the date of this Agreement, other than as set forth on Section 5.20 of the Company Disclosure Schedule there has not been any: (a) Company Material Adverse Effect or any event or development that would reasonably be expected to have a Company Material Adverse Effect; (b) material adverse change failure to operate the Company's Business in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects ordinary course so as to use all commercially reasonable efforts to preserve the Company's Business intact and to preserve the continued services of the Company's employees and the goodwill of suppliers, nor, except as disclosed in SCHEDULE 4.8 has there been:customers and others having business relations with the Company; (ic) resignation or termination of any key employee or independent contractor, officer or manager, or (except with respect to changes in compensation to the amount reflected on the list of employees made available to Parent) any damageincrease in the rate of compensation payable or to become payable to any officer or manager of the Company (other than in connection with general, destruction regularly-scheduled reviews), including the making of any loan to, or loss the payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any such Person, or the addition to, modification of, or contribution to any Company Benefit Plan; (whether d) sale, assignment, license, transfer or not covered by insurance) alone Encumbrance of any material Company Assets, tangible or intangible, singly or in the aggregate, materially adversely affecting other than (i) sales or licenses of products and services in the properties ordinary course of business and consistent with past practice and (ii) Permitted Encumbrances; (e) new Contracts, or extensions, modifications, terminations or renewals thereof, except for Contracts entered into, modified or terminated in the ordinary course of business of and consistent with past practice or Contracts that are otherwise immaterial to the Company; (iif) any change in accounting methods or practices by the authorized capital stock Company or revaluation by the Company of any of the Company Assets, including writing off or in its securities outstanding establishing reserves with respect to inventory, notes or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsaccounts receivable (other than for which adequate reserves have been previously established); (iiig) any declaration declaration, setting aside or payment of any dividend or distribution in respect of any Units of the capital stock Company or any direct or indirect redemption, purchase or other acquisition of any Units or other equity securities of the capital stock Company other than the Closing Dividend, any distribution made with respect to taxes payable by Unitholders with respect to taxable income for 2005 and purchases by the Company of the CompanyClass A Units held by Unitholders who are not Accredited Investors; (ivh) failure to pay any increase material obligation of the Company when due, unless the Company is disputing such obligation in good faith and maintaining appropriate reserves therefor; (i) acceleration or delay in any material respect of the collection of any account receivable in advance of or beyond its regular due date or the date on which the same would have been collected in the compensation ordinary course of business consistent with past practice or (ii) delay or acceleration in any material respect of the payment of any account payable in advance of its due date or the date such liability would have been paid in the ordinary course of business consistent with past practice;. (j) failure to become payable by pay any material obligation of the Company when due, unless the Company is disputing such obligation in good faith and maintaining appropriate reserves therefor; (k) cancellation of any material indebtedness or waiver of any rights of substantial value to the Stockholders or any of its officers, directors, employees, consultants or agentsCompany, except for in the ordinary course of business and customary bonuses and salary increases for employees in accordance consistent with past practice; (vl) indebtedness incurred by the Company for borrowed money or any work interruptions, labor grievances or claims filedcommitment to borrow money entered into by the Company, or any proposed law, regulation loans made or event or condition of any character materially adversely affecting the business or future prospects of agreed to be made by the Company; (vim) acquisition of any sale or transfer, or equity interest in any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliatesother Person; (viin) any cancellationadoption, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment modification or termination of any material contractCompany Benefit Plan except (x) as required by Law, agreement, license, permit or other right (y) changes to which the Company is a party or any of its property is subjectOption Plan contemplated by this Agreement; or (xiiio) any transaction agreement by the Company outside directly or indirectly to do any of the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since August 31the date of the Balance Sheet and except for the sale of the PEC business and as set forth on Schedule 2.12 attached to this Agreement, 1996the Company has conducted its business in the ordinary course consistent with past practice and none of the following has occurred: (a) event, there has not been any fact or circumstances that, individually or in the aggregate, could reasonably be expected to result in a material adverse change in effect on the business, operations, properties, assets, liabilities, condition (financial or other), results of operations conditions or prospects of the Company; (b) acquisition of or agreement to acquire by merging with, noror by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, limited liability company, association or other business entity, in a transaction or series of related transactions; (c) issuance by the Company of, or commitment by it to issue, any common stock or other equity securities or obligations or any securities convertible into or exchangeable or exercisable for equity securities; (d) other than under the Company's current line of credit with commercial banks, indebtedness incurred, assumed or guaranteed by the Company or any commitment to incur indebtedness entered into by the Company, or any loans made or agreed to be made by the Company; (e) increase in the compensation of officers or employees (including any such increase pursuant to the grant of or increase to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee or any severance or termination pay, except for increases to non officer employees in the ordinary course of business, consistent with past practice or as disclosed in SCHEDULE 4.8 has there been:required by any existing agreement; (if) incurrence or imposition of a lien, security interest or encumbrance on any of the assets or other properties of the Company; (g) damage, destruction or loss (whether or not covered by insurance) alone in an aggregate amount exceeding U.S. $5,000; (h) delay or in failure to pay or perform any obligation (including accounts payable) of the aggregateCompany when due; (i) settlement or other resolution of any litigation, materially adversely affecting or termination, amendment, modification or waiver of, or any breach, violation or default by any party under, any contract or agreement of the properties Company, or business entrance into a material contract, commitment or agreement; (j) forgiveness, waiver or agreement to extend repayment of any indebtedness or other material obligation owed by or to the Company; (k) disposition or lapse of any rights to use any of the intellectual property or intangible assets of the Company; (iil) contract, agreement or transaction with Seller, any change in affiliate of the authorized capital stock Company, any officer, director, stockholder or employee of the Company or in its securities outstanding or any change family member of any such person other than in the Stockholders' ownership interests ordinary course of business or any grant of any options, warrants, calls, conversion rights as mentioned or commitmentsdisclosed in this Agreement; (iiim) any declaration declaration, setting aside or payment of any dividend or other distribution or payment (whether in cash, property or equity interests) to Seller or otherwise with respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of to the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed lawredemption, regulation purchase or event or condition acquisition of any character materially adversely affecting of the business or future prospects securities of the Company; (vin) payment on any sale or transfer, indebtedness to Seller or any agreement to sell person or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliatesentity affiliated with Seller; (viio) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase material change in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims tax liability of the Company; (xiip) capital expenditures or commitments for additions to any material breach, amendment or termination property of any material contract, agreement, license, permit or other right to which the Company is constituting capital assets in an aggregate amount exceeding U.S. $5,000 and not previously contained in a party or any of its property is subjectcapital budget furnished to the Purchaser; or (xiiiq) negotiation, discussion or contract or agreement to take or agree to take any transaction by of the Company outside the ordinary course of businessactions described in subsections (a) through (p) above.

Absence of Certain Changes or Events. Since August 31Except as set forth on Schedule ------------------------------------ -------- 4.8, 1996since the date of the Latest Balance Sheet, each of the Company and the --- Company Subsidiaries has conducted its business only in the ordinary course consistent with past custom and practices. Except as set forth on Schedule 4.8, ------------ since the date of the Latest Balance Sheet, there has not been any any: (a) material adverse change in the business, operations, propertiescondition (financial or otherwise), operating results, assets, liabilities, condition (financial employee, customer or other), results of operations supplier relations or business prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been:Company or any Company Subsidiary; (ib) any damage, destruction or loss (of any property owned or leased by the Company or any Company Subsidiary, whether or not covered by insurance) alone , having a replacement cost or fair market value in excess of $100,000.00 in the aggregate, materially adversely affecting the properties or business of the Company; (iic) voluntary or involuntary sale, transfer, surrender, cancellation, abandonment, waiver, release or other disposition of any change kind by the Company or any Company Subsidiary of any right, power, claim, debt, asset or property (having a replacement cost or fair market value in excess of $100,000.00 in the authorized capital stock aggregate), except in the ordinary course of business consistent with past custom and practices; (d) strike, picketing, boycott, work stoppage, union organizational activity, allegation, charge, written complaint of employment discrimination or other labor dispute or similar occurrence that might reasonably be expected to adversely affect the Company, a Company Subsidiary or the Business; (e) loan or advance by the Company or any Company Subsidiary to any person, other than in the ordinary course of business consistent with past custom and practices and travel and other business-related advances to employees of the Company or in its securities outstanding or any change and Company Subsidiaries in the Stockholders' ownership interests or any grant ordinary course of any options, warrants, calls, conversion rights or commitmentsbusiness; (iiif) notice (formal or otherwise) of any declaration liability, potential liability or claimed liability relating to environmental matters; (g) declaration, setting aside, or payment of any dividend or other distribution in respect of the Company's or a Company Subsidiary's capital stock or any direct or indirect redemption, purchase purchase, or other acquisition of the Company's or any Company Subsidiary's capital stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate of the capital stock of the CompanyCompany or any Company Subsidiary; (ivh) any increase in the compensation payable or to become payable incurrence by the Company or any Company Subsidiary of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges (but not penalties, interest or fines in respect thereof), and obligations or liabilities incurred by virtue of the execution of this Agreement; (i) issuance by the Company or any Company Subsidiary of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (j) entry by the Company or any Company Subsidiary into, or material amendment or termination of, any material commitment, contract, agreement, or transaction, other than in the ordinary course of business and other than expiration of contracts in accordance with their terms; (k) loss or, to the knowledge of the Stockholders or the Company, threatened loss of, or any material reduction or, to the knowledge of its officersthe Stockholders or the Company, directorsthreatened material reduction in revenues from, employeesany client of the Company or any Company Subsidiary who accounted for revenues during the last twelve months in excess of $250,000.00, consultants or agentschange in the relationship of the Company or any Company Subsidiary with any client or Governmental Authority which might reasonably be expected to materially and adversely affect the Company, except for ordinary and customary bonuses and salary increases for employees in accordance with past practiceany Company Subsidiary or the Business; (vl) any work interruptionschange in accounting principles, labor grievances methods or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; practices (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, any change in depreciation or amortization policies or rates) utilized by the Stockholders and their affiliatesCompany or any Company Subsidiary; (viim) discharge or satisfaction by the Company or any cancellationCompany Subsidiary of any material liability or encumbrance or payment by the Company or any Company Subsidiary of any material obligation or liability, or agreement to cancel, any indebtedness or other obligation owing to the Companythan current liabilities paid in its ordinary course of business consistent with past custom and practices; (viiin) sale, lease or other disposition by the Company or any increase in the Company's indebtedness, Company Subsidiary of any tangible assets other than accounts payable incurred in the ordinary course of business; (ix) , or sale, assignment or transfer by the Company or any planCompany Subsidiary of any trademarks, agreement service marks, trade names, corporate names, copyright registrations, trade secrets or arrangement granting other intangible assets or disclosure of any preferential rights to purchase or acquire any interest in any of the assets, property or rights proprietary confidential information of the Company or requiring consent of any party Company Subsidiary to any person other than Compass, and the transfer other Founding Companies and assignment of any such assetstheir respective officers, property or rightsemployees and agents; (xo) capital expenditures or commitments therefor by the Company or any purchase Company Subsidiary in excess of $100,000.00 individually or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of $200,000.00 in the ordinary course of the Company's businessaggregate; (xip) any waiver mortgage, pledge or other encumbrance of any material rights or claims asset of the CompanyCompany or any Company Subsidiary or creation of any easements, Liens or other interests against or on any of the Real Property (hereinafter defined); (xiiq) any material breachadoption, amendment or termination of any material contractEmployee Plan (hereinafter defined) or increase in the benefits provided under any Employee Plan, agreement, license, permit or other right promise or commitment to which the Company is a party or undertake any of its property is subjectthe foregoing in the future; or (xiiir) any transaction by an occurrence or event not included in clauses (a) through (q) that has resulted or is expected to result in a material adverse effect on the business, operations, property, assets, condition (financial or otherwise), operating results, liabilities, employee, customer or supplier relations or business prospects of the Company outside the ordinary course of businessor any Company Subsidiary (a "Company Material Adverse Effect").

Absence of Certain Changes or Events. Since August December 31, 19962014, (a) the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice, (b) there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (iiA) any change in the authorized capital stock financial condition, business or results of their operations or any circumstance, occurrence or development of which the Company has Knowledge, that has had or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsis reasonably likely to have a Company Material Adverse Effect, warrants, calls, conversion rights or commitments; (iiiB) any declaration declaration, setting aside or payment of any dividend or other distribution in with respect to any shares of share capital of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, Subsidiaries (except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; dividends or other distributions by any Subsidiary to the Company or to any Subsidiary of the Company); (vC) any work interruptionsmaterial change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (D) any making or revocation of any material Tax election, labor grievances any settlement or claims filedcompromise of any material Tax liability, or any proposed law, regulation change (or event or condition of request to any character materially adversely affecting the business or future prospects taxing authority to change) any material aspect of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights method of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights accounting of the Company or requiring consent any of its Subsidiaries for Tax purposes; (E) any party amendment to the transfer memorandum and assignment articles of any such assets, property association (or rights; (xother similar governing instrument) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subjectSubsidiaries; or (xiiiF) any transaction by adoption of, resolution to approve or petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of the Company outside or any of its Subsidiaries; (G) any receiver, trustee, administrator or other similar Person appointed in relation to the ordinary course affairs of businessthe Company or its property or any part thereof; or (H) any agreement to do any of the foregoing.

Absence of Certain Changes or Events. Since August 31Except as set forth on Section 3.9 of the Disclosure Schedule, 1996since the Balance Sheet Date, each member of the Company Group has conducted its business in the ordinary course of business (consistent with past practice) and there has not been any any: (a) change, event, effect or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect; (b) material adverse change in the businessCompany’s methods of accounting or accounting practices (including with respect to revenue recognition); (c) amendment or modification to the Organizational Documents; (d) payment of any bonuses, operationsor material increases in salaries or other compensation or benefits, propertiesby the Company to any of its managers, assetsofficers, liabilitiesemployees or independent contractors; (e) sale, condition (financial acquisition, assignment, transfer, conveyance or other)abandonment of any Company Intellectual Property, results asset or properties of operations or prospects any member of the CompanyCompany Group (other than sales of inventory, nor, except as disclosed in SCHEDULE 4.8 has there been:product or obsolete assets); (if) any damage, damage to or destruction or loss (of any material asset or property of any member of the Company Group, whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (iig) incurrence of Indebtedness of any change in member of the authorized capital stock Company Group; (h) dividend, distribution, sale, redemption, repurchase, recapitalization, reclassification, issuance, split, combination, subdivision or other similar transaction involving the equity securities of the Company or in its securities outstanding convertible into, or any change in the Stockholders' ownership interests options with respect to, warrants to purchase, or any grant rights to subscribe for, equity securities of any options, warrants, calls, conversion rights or commitmentsmember of the Company Group; (iiii) any declaration amendment or payment termination of any dividend existing employee benefit plan or distribution in respect arrangement (other than an amendment required by Law), or adoption of the any new employee benefit plan or arrangement; (j) material capital stock expenditures or commitments therefor; (k) adoption of a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or merger or consolidation with any direct or indirect redemption, purchase other Person or other acquisition of any business or substantial assets of the capital stock of the Companyany Person; (ivl) failure to pay any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary Taxes as they became due and customary bonuses and salary increases for employees in accordance with past practicepayable; (vm) any work interruptionstheft, labor grievances damage, destruction or claims filedcasualty loss, or Claim therefor, in excess of $100,000 in the aggregate to any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects asset of the CompanyCompany Group, whether or not covered by insurance; (vin) making of, alteration of, modification of, change of, termination of or revocation of any sale material election relating to Taxes, any annual accounting period or transferany material method of accounting for Tax purposes; agreement to any audit assessment by any Tax authority; entry into any closing agreement, settlement of any Tax claim or assessment; surrendering of any right to claim a refund of Taxes; consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or filing of any agreement to sell or transfer, amended Tax Return; (o) transaction involving any material assets, properties or rights member of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred Group that was not in the ordinary course of business;business (other than the transactions contemplated by the Transaction Documents); and (ixp) any plan, agreement authorization or arrangement granting any preferential rights commitment to purchase or acquire any interest in do any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since August Except as expressly contemplated by this Agreement or the transactions contemplated hereby, since December 31, 19962002, the Company and its Subsidiary have conducted their business only in the ordinary course, and there has not been (i) any material adverse change in Material Adverse Effect on the businessCompany or, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects to the knowledge of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction development or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business combination of developments reasonably likely to have a Material Adverse Effect on the Company; , (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (iii) any split, dividend, combination, recapitalization or similar transaction with respect to any of the Company's capital stock or any direct issuance or indirect redemption, purchase or other acquisition the authorization of any issuance of the capital stock any other securities in respect of, in lieu of or in substitution for shares of the Company; 's capital stock, (iv) prior to the date hereof (A) any granting by the Company or its Subsidiary to any current or former director, executive officer or other key employee of the Company or its Subsidiary of any increase in the compensation payable compensation, bonus or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agentsother benefits, except for ordinary and customary bonuses and salary normal increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; business and in accordance with past practice or as was required under any employment agreements in effect as of December 31, 2001, (ixB) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of by the Company or requiring consent its Subsidiary to any such current or former director, executive officer or key employee of any party to the transfer and assignment of any such assetsincrease in severance or termination pay, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of except in the ordinary course of the Company's business; business and consistent with past practice, or (xiC) any waiver entry by the Company or its Subsidiary into, or any amendments of, any Compensation and Benefit Plan, other than in the ordinary course of business and consistent with past practice, (y) except as required by a change in GAAP, any material rights change in accounting methods, principles or claims of practices by the Company; Company materially affecting its assets, liabilities or business or (xiivi) any material breach, amendment or termination of any material contract, agreement, license, permit or other right tax election that would be Material to which the Company is a party or any of its property is subject; or (xiii) tax attributes or any transaction by the Company outside the ordinary course settlement or compromise of businessany Material income tax liability.

Absence of Certain Changes or Events. (a) Since August 31February 28, 19962002, the Company has conducted its business only in the ordinary and usual course and in a manner consistent with past practice and, since such date, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damagepurchase, destruction redemption, retirement, or loss (whether or not covered other acquisition by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in from the Stockholders' ownership interests or any grant Company Shareholders of any options, warrants, calls, conversion rights shares of any such capital stock; or commitments; (iii) any declaration or payment of any dividend or other distribution or payment in respect of the shares of capital stock stock; (ii) payment or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or of any of its officersbonuses, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filedsalaries, or other compensation to any proposed lawstockholder, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transferdirector, officer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred except in the ordinary course of business; ) employee or entry into any employment, severance, or similar contract with any director, officer, or employee; (ixiii) adoption of, or increase in the payments to or benefits under, any Company Benefit Plan (as defined in Section 2.16(a)); (iv) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, that is reasonably likely to have a Material Adverse Effect; (v) entry into, termination of, or receipt of notice of termination of (A) any planlicense, agreement distributorship, dealer, sales representative, joint venture, credit, or arrangement granting similar agreement, or (B) any preferential rights Material Agreement or transaction involving a total remaining commitment by or to purchase the Company of at least $5,000; (vii) sale (other than sales of inventory in the ordinary course of business), lease, or acquire other disposition of any interest in any of the assets, asset or property or rights of the Company or requiring consent mortgage, pledge, or imposition of any party Lien on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Rights; (vii) cancellation or waiver of any claims or rights with a value to the transfer and assignment Company in excess of $5,000; (viii) material change in the accounting methods used by the Company; (ix) incurrence of any such assets, property indebtedness for borrowed money or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets capital lease obligations outside of the ordinary course of the Company's business; ; (x) guaranty of any indebtedness of another Person; (xi) acquisition by merger or consolidation with, or by purchasing a substantial equity interest in, or by any waiver of other manner, any material rights business or claims of the Company; any Person; (xii) acceleration, termination (other than end-of-term expirations), modification, cancellation, declaration of a default under or indication of an intent to terminate any material breach, amendment Material Agreement (or termination series of any material contract, agreement, license, permit or other right related Material Agreements) involving more than $5,000 to which the Company is a party or any of its property by which it is subjectbound; or (xiii) any transaction by the Company capital expenditure (or series of related capital expenditures) either involving more than $5,000 or outside the ordinary course of business; (xiv) delay or postponement of the collection of accounts receivable or the payment of accounts payable and other liabilities outside the ordinary course of business; (xvi) loan to, or, except in the ordinary course of business, entry into any other transaction with, any of its directors, officers and employees; (xvi) entry into any transaction other than in the ordinary course of business; (xvii) agreement, whether oral or written, by the Company to do any of the foregoing; and (xviii) any other change, event, development or circumstance affecting the Company which, individually or in the aggregate, has, or is reasonably likely to have, a Material Adverse Effect. (b) Since December 31, 2001, there has not been any change by the Company in its accounting methods, principles or practices, any revaluation by the Company of any of its assets, including, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business, or 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.

Absence of Certain Changes or Events. Since August Except as disclosed in the Filed Company SEC Reports, since December 31, 19962003 to the date of this Agreement, the Company and each of the Company Subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and, since December 31, 2003, there has not been (a) any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other)condition, results of operations operations, or prospects business of the Company or any of the Company Subsidiaries that would have a Material Adverse Effect on the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: ; (ib) any damage, destruction destruction, or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) with respect to any change in the authorized capital stock assets of the Company or in its securities outstanding any of the Company Subsidiaries that would have a Material Adverse Effect on the Company; (c) any change by the Company or any change of the Company Subsidiaries in their respective accounting methods, principles, or practices, except for compliance with applicable new requirements of the Financial Accounting Standards Board or GAAP; (d) any revaluation by the Company or any of the Company Subsidiaries of any of their respective material assets in any material respect; (e) except in the Stockholders' ownership interests ordinary course of business, any entry by the Company or any grant of the Company Subsidiaries into any optionscommitment or transaction material to the Company; (f) except as set forth in the Company Disclosure Schedule at Section 2.08(f), warrantsany declaration, callssetting aside, conversion rights or commitments; (iii) any declaration or payment of any dividend dividends or distribution distributions in respect of shares of the capital stock Company Common Stock or any direct or indirect redemption, purchase purchase, or other acquisition of any of the capital stock its securities or any of the Company; securities of any of the Company Subsidiaries; or (ivg) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase, or other employee benefit plan, or any other increase in compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, officers or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights key employees of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessSubsidiaries.

Absence of Certain Changes or Events. Since August December 31, 19962013 and through the date of this Agreement, there has not been been, with respect to the Company or any of its Subsidiaries: (a) any material adverse change damage, destruction or loss with respect to properties or assets; (b) any satisfaction or discharge of any Encumbrance, except in the businessOrdinary Course of Business; (c) other than issuances pursuant to the Company Stock Plan, operationsany issuance of any share of capital stock, propertieswarrant, bond or other security or equity interest or any security or instrument directly or indirectly convertible into or exchangeable or exercisable for any of the foregoing; (d) any material change to a Material Contract by which the Company or any of its assets is bound or subject; (e) any (i) grant of any severance or termination pay to (or amendment to any existing arrangement with) any director, officer or employee of the Company or any of its Subsidiaries (other than such grants that do not exceed $100,000 in the aggregate); (ii) increase in benefits payable under any existing severance or termination pay policies or employment agreements covering any director, officer or employee of the Company or any of its Subsidiaries (other than in the Ordinary Course of Business to employees of the Company or any of its Subsidiaries who are not directors); (iii) entering into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, or employee of the Company or any of its Subsidiaries, other than any such agreement with a new hire that is for no more than $100,000 per annum and is entered into in the Ordinary Course of Business; (iv) establishment, adoption or amendment (except as required by applicable Law) of any collective bargaining agreement or Employee Plan or other bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director or officer of the Company or any of its Subsidiaries; or (v) increase in compensation, bonus or other benefits payable to any director, officer or employee of the Company or any of its Subsidiaries, other than increases in the Ordinary Course of Business to employees of the Company or any of its Subsidiaries who are not directors or officers of the Company or any of its Subsidiaries; (f) any sale or assignment by the Company or any of its Subsidiaries of any Intellectual Property owned by or licensed to the Company or any of its Subsidiaries; (g) any Encumbrance created by the Company or any of its Subsidiaries with respect to any of its properties or assets, liabilitiesexcept for Permitted Encumbrances; (h) any loss, condition (financial abandonment or other)lapse of any rights protecting any Intellectual Property owned by or licensed to the Company or any of its Subsidiaries, results of operations or prospects of the Company, nor, except as disclosed other than those licenses which have terminated in SCHEDULE 4.8 has there been:accordance with their terms; (i) any damageincurrence, destruction assumption or loss guarantee by the Company or any of its Subsidiaries of any indebtedness for borrowed money or Capitalized Lease Obligations, or the making by the Company or any of its Subsidiaries of any loans, advances or capital contributions to, or investments in, any Person other than (whether x) loans, advance or not covered by insurancecapital contributions to the Company’s wholly owned Subsidiaries, and (y) alone or travel and other business-related advances made in the aggregateOrdinary Course of Business made by the Company or any of its Subsidiaries to or for the benefit of their employees, materially adversely affecting the properties officers or business of the Companydirectors; (iij) any creation or incurrence of a material liability, or the entry into any material transaction, Contract or commitment, other than such items created or incurred in the Ordinary Course of Business; (k) any change in the authorized Company’s policies with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable, including any acceleration or deferral of the payment or collection thereof, as applicable; (l) any declaration, setting aside or payment of any dividend or any other actual, constructive or deemed distribution (whether in cash, stock or property) in respect of any shares of capital stock of the Company or in any of its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsSubsidiaries, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase purchase, or other acquisition of any of such stock by the capital stock Company or any of its Subsidiaries, or any other payments to stockholders of the CompanyCompany in their capacity as such; (ivm) any increase other event or condition of any character that would, individually or in the compensation payable or aggregate, reasonably be expected to become payable have a Material Adverse Effect; (n) any waiver by the Company or any of its Subsidiaries of a material right or of any indebtedness owed to it, whether or not in the Ordinary Course of Business; (o) any adoption of, or any proposal submitted to the Stockholders or the Board of Directors of the Company to amend, the certificate of incorporation or bylaws or similar constituent documents of the Company or any of its officersSubsidiaries; (p) any adoption by the Company or any of its Subsidiaries of a plan or agreement of complete or partial liquidation, directorsdissolution, employeesmerger, consultants consolidation, restructuring, recapitalization or agentsother reorganization, other than this Agreement, or any acquisition by the Company or any of its Subsidiaries of a material amount of stock or assets of any other Person; (q) any sale, lease or other transfer by the Company or any of its Subsidiaries of any material amount of assets, securities or property; (r) any license agreement other than those entered into in the Ordinary Course of Business providing for a license of any Intellectual Property to or from the Company or any of its Subsidiaries on a non-exclusive basis; (s) any split, combination, subdivision or reclassification of any shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (t) any amendment of any material term of any outstanding security of the Company or any of its Subsidiaries; (u) any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries (including any change in fiscal year), except for ordinary and customary bonuses and salary increases for employees in accordance with past practiceany such change required by GAAP; (v) any work interruptions, labor grievances settlement or claims filed, or any proposed law, regulation or event or condition proposal for settlement of any character materially adversely affecting the business claim, dispute or future prospects of the CompanyAction involving more than $100,000; (viw) any sale change in any Tax election, annual tax accounting period, any method of tax accounting, any filing of amended Tax Returns or transferclaims for Tax refunds, any entry into a closing agreement relating to Taxes or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent settlement of any party to the transfer and assignment of any such assetsTax claim, property audit or rightsassessment; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which capital expenditure by the Company is a party or any of its property is subjectSubsidiaries other than capital expenditures made in accordance with the Company’s current budget (a copy of which has been provided to Acquiror prior to the date of this Agreement); or (xiiiy) any transaction agreement, action, arrangement or commitment by the Company outside or any of its Subsidiaries to do any of the ordinary course of businessthings described in this Section 3.8 or that would not be permitted under Section 5.1.

Absence of Certain Changes or Events. Since August Except as otherwise contemplated by this Agreement, since December 31, 19962007, the Company and its Subsidiaries have conducted their business in the ordinary course, and there has not been occurred: (a) any event or change that has had or would reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries; (b) any material adverse change in the businessdamage or destruction to, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss of, any material assets or property owned, leased or used by the Company or its Subsidiaries (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; ); (iic) any change in the authorized capital stock sale of property of the Company or in its securities outstanding or any change Subsidiaries except in the Stockholders' ownership interests ordinary course of business; (d) except in the ordinary course of business consistent with past practice, any increase in compensation payable by the Company or its Subsidiaries to any grant director or executive officer of the Company or its Subsidiaries; (e) a settlement or agreement by the Company or its Subsidiaries to settle any options, warrants, calls, conversion rights or commitments; action except in the ordinary course of business; (iiif) any a declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or its Subsidiaries on any shares of its officers, directors, employees, consultants capital stock (other than any dividend between or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of among the Company to any person, including, without limitation, the Stockholders and their affiliates; its Subsidiaries); (viig) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred except in the ordinary course of business; (ix) , the entrance into any plan, agreement reinsurance or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or retrocessional agreement, plan either as a ceding company or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; reinsurer; (xih) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside except in the ordinary course of business, any change in material underwriting, reinsurance, marketing, pricing or claim processing procedures or practices of the Company or any Subsidiaries; or (i) any agreement by the Company or any of the Subsidiaries to do any of the matters set forth in clauses (a) through (h) above.

Absence of Certain Changes or Events. Since August 31September 30, 19962003, except as set forth in Schedule 5.09 of the Company Disclosure Schedule or reflected in the Company’s SEC Documents, there has not been any material adverse change (a) either individually or in the businessaggregate, operationsany Material Adverse Effect and, properties, assets, liabilities, condition (financial or other), results of operations or prospects to the knowledge of the Company, norno fact or condition exists which is reasonably likely to cause such a Material Adverse Effect in the future, except as disclosed in SCHEDULE 4.8 has there been: (ib) any material damage, destruction or loss (whether with respect to any property or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock asset of the Company or any of its Subsidiaries, (c) any change by the Company or any of its Subsidiaries in its securities outstanding accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Company’s independent accountants, (d) any revaluation by the Company or any change of its Subsidiaries of any asset, including, without limitation, writing off of notes or accounts receivable, other than in the Stockholders' ownership interests ordinary course of business consistent with past practice, (e) any entry by the Company or any grant of its Subsidiaries into any optionscontract or commitment (other than with respect to Loans, warrantsas hereinafter defined) of more than $30,000 or with a term of more than one (1) year that is not terminable without penalty, calls, conversion rights or commitments; (iiif) any declaration declaration, setting aside or payment of any dividend or distribution in respect of the any capital stock of the Company or any direct of its Subsidiaries except in the ordinary course of business in an amount consistent with past practice or indirect any redemption, purchase or other acquisition of any of the capital stock of the Company; its securities, (ivg) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable by to any directors, officers or employees of the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filedSubsidiaries, or any proposed law, regulation grant of severance or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfertermination pay, or any agreement contract or arrangement entered into to sell make or transfergrant any severance or termination pay, any material assets, properties or rights payment of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellationbonus, or agreement to cancel, the taking of any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred material action not in the ordinary course of business; (ix) any planbusiness with respect to the compensation or employment of directors, agreement officers or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights employees of the Company or requiring consent any of its Subsidiaries, (h) any strike, work stoppage, slowdown or other labor disturbance, (i) any material election made by the Company or any of its Subsidiaries for federal or state income tax purposes, (j) any change in the credit policies or procedures of the Company or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure materially less restrictive in any material respect, (k) any material liability or obligation of any party nature (whether accrued, absolute, contingent or otherwise and whether due or to become due), including without limiting the transfer and assignment generality of the foregoing, liabilities as guarantor under any such assetsguarantees or liabilities for taxes, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of other than in the ordinary course of the Company's business; business consistent with past practice, (xil) any waiver forgiveness or cancellation of any material rights indebtedness or claims contractual obligation other than in the ordinary course of the Company; business consistent with past practice, (xiim) any material breach, amendment or termination of any material contract, agreement, license, permit or other right except with respect to which funds borrowed by the Company is a party or any of its property is subject; or Subsidiaries from the Federal Home Loan Bank, any mortgage, pledge, lien or lease of any assets, tangible or intangible, of the Company or any of its Subsidiaries with a value in excess of $25,000 in the aggregate (xiiin) any transaction by the Company outside acquisition or disposition of any assets or properties having a value in excess of $50,000, or any contract for any such acquisition or disposition entered into other than loans and investment securities or (o) any lease of real or personal property entered into, other than in connection with foreclosed property or in the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since August 31Except as set forth on Schedule ------------------------------------ -------- 4.9, 1996since the date of the Latest Balance Sheet, each of the Company and the --- Company Subsidiaries has conducted its business only in the ordinary course consistent with past custom and practices. Except as set forth on Schedule 4.9, ------------ since the date of the Latest Balance Sheet, there has not been any any: (a) material adverse change in the business, operations, propertiescondition (financial or otherwise), operating results, assets, liabilities, condition (financial employee or other), results of operations client relations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been:Company or any Company Subsidiary; (ib) any damage, destruction or loss (of any property owned by the Company or any Company Subsidiary, or used in the operation of the Business, whether or not covered by insurance, having a replacement cost or fair market value in excess of five percent (5%) alone or of the amount of net property, plant and equipment shown on the Latest Balance Sheet, in the aggregate, materially adversely affecting the properties or business of the Company; (iic) voluntary or involuntary sale, transfer, surrender, cancellation, abandonment, waiver, release or other disposition of any change in the authorized capital stock of kind by the Company or in its securities outstanding any Company Subsidiary of any right, power, claim or any change debt, except the collection of accounts and billing of work-in-process, each in the Stockholders' ownership interests or any grant ordinary course of any options, warrants, calls, conversion rights or commitmentsbusiness consistent with past custom and practices; (iiid) strike, picketing, boycott, work stoppage, union organizational activity, allegation, charge or complaint of employment discrimination or other labor dispute or similar occurrence that is reasonably expected to adversely affect the Company, a Company Subsidiary or the Business; (e) loan or advance by the Company or any declaration Company Subsidiary to any Person, other than as a result of services performed for, or expenses properly and reasonably advanced for the benefit of, customers in the ordinary course of business consistent with past custom and practices; (f) notice (formal or otherwise) of any liability, potential liability or claimed liability relating to environmental matters; (g) declaration, setting aside, or payment of any dividend or other distribution in respect of the Company's capital stock or other equity interests or any direct or indirect redemption, purchase purchase, or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, or any Company Subsidiary's capital stock or other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition ofequity interests, or agreementthe payment of principal or interest on any note, plan bond, debt instrument or arrangement debt to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; Affiliate (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessas defined in Section ------- 15.

Absence of Certain Changes or Events. (a) Since August 31, 1996the Balance Sheet Date and through the date hereof, there has not been any material adverse change event, fact or circumstance which has resulted or which would reasonably be expected to result in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of a Material Adverse Effect on the Company. (b) Since the Balance Sheet Date through the date hereof, nor, except as disclosed in SCHEDULE 4.8 there has there not been: : (i) any damagedeclaration, destruction setting aside or loss payment of any dividend on, or other distribution (whether in cash, stock or not covered by insuranceproperty) alone or in the aggregaterespect of, materially adversely affecting the properties or business any of the Company; Company Capital Stock, (ii) any change in purchase, redemption or other acquisition by the authorized capital stock Company of any of the Company Capital Stock or any other securities of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, callscalls or rights to acquire any such shares or other securities except for repurchases from Employees following their termination pursuant to the terms of their stock option or purchase agreements, conversion rights or commitments; (iii) any declaration split, combination or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition reclassification of any of the capital stock of Company ▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇) any material change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, (v) any tax election made or changed by the Company; ; (ivvi) any increase in the salary, wages or fees for Employees or any change in other compensation payable or to become payable by the Company provided to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, outside of the Stockholders and their affiliates; ordinary course of business; (vii) any cancellationmaterial revaluation by the Company of any of its assets, including writing down the value of capitalized inventory or agreement to cancel, any indebtedness writing off notes or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, accounts receivable other than accounts payable incurred in the ordinary course of business; , (vi) any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Company, (vii) other than the issuance of Company Common Stock upon the exercise of Company Options or the issuance of Company Options, the Company has not sold, issued or authorized the issuance of (a) any Company Capital Stock or other securities of the Company, (b) any option or right to acquire any Company Capital Stock or other securities of the Company, or (c) any instrument convertible into or exchangeable for any Company Capital Stock or other security of the Company, (viii) any capital expenditure (as determined in accordance with GAAP) which, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, exceeds $25,000, (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in pledge of any of the Company’s assets, property or rights of and the Company has not otherwise permitted any of its assets to become subject to any Lien (other than Permitted Liens), or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction loan by the Company outside to any Person , and the ordinary course of businessCompany has not incurred or guaranteed any Indebtedness for borrowed money.

Absence of Certain Changes or Events. Since August From December 31, 19962012 through the date of this Agreement, there the Company and each of the Company Subsidiaries has conducted its business in all material respects in the ordinary course consistent with past practice, except in connection with this Agreement and the transactions contemplated herein. There has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: : (i) since December 31, 2012, any damageevent, destruction change, occurrence or loss (whether or not covered by insurance) alone or in effect of which the aggregateCompany has Knowledge which has had a Material Adverse Effect, materially adversely affecting the properties or business of the Company; (ii) between December 31, 2012 and the date of this Agreement, any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in cash, shares, property or otherwise in respect of the capital stock Company’s or any direct of the Company Subsidiaries’ share capital, except for any dividend or indirect distribution by a Company Subsidiary to the Company or another Company Subsidiary thereof, (iii) between December 31, 2012 and the date of this Agreement, any redemption, purchase repurchase or other acquisition of any shares of the share capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent any of the Company Subsidiaries, other than in connection with (A) the acquisition by the Company of its Shares in connection with the forfeiture of Company Restricted Shares or (B) the acquisition by the Company of its Shares in connection with the net exercise of Company Options in accordance with the terms thereof, (iv) between December 31, 2012 and the date of this Agreement, any party material change by the Company in its accounting principles, except as may be appropriate to the transfer and assignment of any such assets, property conform to changes in statutory or rights; (x) any purchase regulatory accounting rules or acquisition ofGAAP or regulatory requirements with respect thereto, or agreement(v) between December 31, plan or arrangement to purchase or acquire2012 and the date of this Agreement, any property, rights making or assets outside of the ordinary course of the Company's business; (xi) any waiver revocation of any material rights Tax election, any settlement or claims of the Company; (xii) any material breach, amendment or termination compromise of any material contractTax liability, agreement, license, permit or other right any change (or request to which any taxing authority to change) to any material aspect of the method of accounting of the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessSubsidiaries for Tax purposes.

Absence of Certain Changes or Events. Since August Except as set forth in the Company SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, since December 31, 19962006, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: : (i) any damageMaterial Adverse Effect on the Company, destruction (ii) any declaration, setting aside or loss payment of any dividend on, or other distribution (whether in cash, stock or not covered by insuranceproperty) alone or in the aggregaterespect of, materially adversely affecting the properties or business any of the Company; 's capital stock, or any purchase, redemption or other acquisition by the Company of any of the Company's capital stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iiiii) any split, combination or reclassification of any of the Company's capital stock, (iv) any granting by the Company of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company of any increase in severance or termination pay or any entry by the Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (v) entry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, (vi) any material change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the authorized capital stock auditors of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsCompany, warrants, calls, conversion rights or commitments; (iiivii) any declaration or payment issuance of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; , or (ivviii) any increase in the compensation payable or to become payable revaluation by the Company to the Stockholders or of any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material their respective assets, properties or rights of the Company to any person, including, without limitation, writing down the Stockholders and their affiliates; (vii) value of capitalized inventory or writing off notes or accounts receivable or any cancellation, or agreement to cancel, any indebtedness or other obligation owing to sale of assets of the Company; (viii) any increase in the Company's indebtedness, Company other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business.

Absence of Certain Changes or Events. Since August Except as set forth in Section 3.08 of the Company Disclosure Letter, from December 31, 19962004 to the date of this Agreement, the Company and each Company Subsidiary has conducted its business only in the ordinary course, and during such period there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (ia) any damageevent, destruction change, effect or loss (whether or not covered by insurance) alone development that, individually or in the aggregate, materially adversely affecting the properties or business of the Companycould reasonably be expected to have a Company Material Adverse Effect; (iib) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Common Stock or any repurchase for value by the Company of any Company Common Stock; (c) any split, combination or reclassification of any Company Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for Company Common Stock; (d) any change in accounting methods, principles or practices by the capital stock Company materially affecting the consolidated assets, liabilities or any direct or indirect redemption, purchase or other acquisition results of any of the capital stock operations of the Company, except insofar as may have been required by a change in GAAP; (ive) any increase in the compensation payable or material elections with respect to become payable Taxes (as defined herein) by the Company to or a Company Subsidiary or settlement or compromise by the Stockholders Company or a Company Subsidiary of any of its officers, directors, employees, consultants material Tax liability or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practicerefund; (vf) any work interruptionsa sale, labor grievances lease, license, sublicense or claims filed, or any proposed law, regulation or event or condition other disposition of any character materially adversely affecting the business or future prospects material portion of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties tangible or rights intangible, of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtednessa Company Subsidiary, other than accounts payable incurred sales and licenses entered into in the ordinary course of business; (ixg) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any a waiver of any material rights or cancellation of any material debts owed to or material claims of the CompanyCompany or a Company Subsidiary, other than in the ordinary course of business; (xiih) except for employment compensation in the ordinary course of business consistent with past practice, any material breachpayments to or on behalf of the Company’s stockholders whether for previously contracted liabilities, amendment management fees, dividends or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subjectotherwise; or (xiiii) any transaction by the Company outside increase in cash or equity compensation to employees (as defined herein), other than in the ordinary course of business.

Absence of Certain Changes or Events. Since August 31Except as set forth in Section 4.08 of the Company Disclosure Schedule, 1996between June 30, 2015 and the date of this Agreement, the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice and there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (ia) any change, event or effect that would, individually or in the aggregate, reasonably be likely to result in a Company Material Adverse Effect; (b) any material damage, destruction or other casualty loss (with respect to any material asset or property owned, leased or otherwise used by the Company or any of the Company Subsidiaries, whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (iic) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in with respect to any shares of the capital stock or other equity interest of the Company or any direct of the Company Subsidiaries, or indirect redemptionany repurchase, purchase redemption or other acquisition of by the Company or any of the Company Subsidiaries of any outstanding shares of capital stock or other equity interest of the Company;Company or any of the Company Subsidiaries; (ivd) any material change in any method of accounting or accounting practice by the Company or any of the Company Subsidiaries; (e) (i) any increase in the compensation or benefits payable or to become payable by the Company to the Stockholders or any of its officers, directors, officers or employees (except, with respect to non-officer employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business;business consistent with past practice) or (ii) any establishment, adoption, entry into or amendment of any collective bargaining, bonus, severance, change of control, retention or similar plan, arrangement or agreement or any Company Plan, except, in any case, to the extent required by applicable Law or the terms of any existing plan, arrangement or agreement (including any Company Plan); (ixf) any planincurrence of any Indebtedness or guarantee of such Indebtedness of another Person, agreement or arrangement granting issuance or sale of any preferential debt securities or warrants or other rights to purchase or acquire any interest in any of the assets, property or rights debt security of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; Subsidiaries; or (xiiig) any transaction by agreement to do any of the Company outside the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since August Except as disclosed in Schedule 3.12 of the Company Disclosure Schedule or in the Company SEC Documents filed prior to the date hereof, or as otherwise expressly permitted or expressly contemplated by this Agreement, since December 31, 19962008, there has not been (i) any material adverse change or development in the business, operations, properties, assets, liabilities, condition (financial or otherotherwise), results of operations operations, cash flows or prospects properties of the CompanyCompany or any of its Subsidiaries which has had, noror would reasonably be expected to have, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting a Company Material Adverse Effect, and to the properties or business knowledge of the Company; , no fact or condition exists which is reasonably likely to cause a Company Material Adverse Effect in the future, (ii) any change in the authorized capital stock of by the Company or any of its Subsidiaries in its securities outstanding accounting methods, principles or any change practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Stockholders' ownership interests or any grant of any optionsCompany’s independent accountants, warrants, calls, conversion rights or commitments; (iii) any declaration entry by the Company or any of its Subsidiaries into any contract or commitment of (A) more than $250,000 or (B) $100,000 per annum with a term of more than one year, other than loans and loan commitments in the ordinary course of business, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the any capital stock of the Company or any direct of its Subsidiaries or indirect any redemption, purchase or other acquisition of any of its securities, other than in the capital stock ordinary course of the Company; business consistent with past practice, (ivv) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable by to any directors, officers or employees of the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filedSubsidiaries, or any proposed law, regulation grant of severance or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfertermination pay, or any agreement contract or arrangement entered into to sell make or transfergrant any severance or termination pay, any material assets, properties or rights payment of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellationbonus, or agreement to cancel, the taking of any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred action not in the ordinary course of business; business with respect to the compensation or employment of directors, officers or employees of the Company or any of its Subsidiaries, (vi) any material election made by the Company or any of its Subsidiaries for federal or state income tax purposes, (vii) any material change in the credit policies or procedures of the Company or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, or (ix) any planmaterial lease of real or personal property entered into, agreement or arrangement granting any preferential rights to purchase or acquire any interest other than in any of the assets, connection with foreclosed property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of in the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since August 31the date of the Preliminary Audited Balance Sheet, 1996except as shown on attached SCHEDULE 2.08, the Company has conducted its businesses only in the ordinary course and in a manner consistent with past practice and, since such date, except as shown on SCHEDULE 2.08, there has not been (a) any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other)condition, results of operations operations, or prospects business of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (ib) any material damage, destruction destruction, or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business with respect to any assets of the Company; , (iic) any change in the authorized capital stock of by the Company or in its securities outstanding accounting methods, principles, or any change in the Stockholders' ownership interests or any grant of any optionspractices, warrants, calls, conversion rights or commitments; (iiid) any declaration entry by the Company into any commitments or transactions material to the Company, (e) any declaration, setting aside, or payment of any dividend dividends or distribution distributions in respect of shares of the capital stock Stock or any direct or indirect redemption, purchase purchase, or other acquisition of any of the capital stock of the Company; , (ivf) any increase or decrease in or establishment or termination of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase, or other employee benefit plan of the Company, or any other increase in the compensation payable or to become payable by to any officers or key employees of the Company to the Stockholders Company, (g) any proposed law or regulation or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or actual event or condition of any character that is known to the Seller or the Company that materially adversely affecting affects the business or future prospects of the Company; , (vih) any sale or transferclaim, litigation, event, or condition of any agreement to sell character that materially adversely affects the business or transfer, any material assets, properties or rights future prospects of the Company to any personCompany, including, without limitation, the Stockholders and their affiliates; (viii) any cancellationissuance or purchase of, or agreement to cancel, any indebtedness issue or purchase shares of the capital stock or other obligation owing to securities of the Company; , (viiij) any increase in mortgage, pledge, lien, or encumbrance made or agreed to be made on any of the Company's indebtednessassets or properties, (k) any sale, transfer, other than accounts payable incurred disposition of, or agreement to sell, transfer, or dispose of the Company's properties or assets, tangible or intangible, except as expressly permitted by this Agreement and except in the ordinary course of business; business and then only for full and fair value received, (ixl) any planloans, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition ofadvances, or agreementagreements with respect to any loans or advances, plan or arrangement other than to purchase or acquire, any property, rights or assets outside of customers in the ordinary course of business and that have been properly reflected as "accounts receivable" on the Company's business; books; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiiim) any transaction by the Company outside the ordinary course of business, (n) any capital expenditure by the Company in excess of $20,000, or (o) any agreement by Seller or the Company to do any of the items described in Subparagraphs (a) through (n) above.

Absence of Certain Changes or Events. Since August Except as set forth on Schedule 3.26 or as otherwise contemplated by this Agreement, since December 31, 19962003, there has not been (a) any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or casualty loss to the physical properties of the Company or any of the Retained Subsidiaries or to the physical properties of any third parties that are located on the Company's or any of the Retained Subsidiaries' premises or within the Company's or any of the Subsidiaries' control (whether or not covered by insurance), (b) alone or in the aggregatea Material Adverse Effect, materially adversely affecting the properties or business of the Company; (iic) any change in the authorized capital stock of entry into any Contract material to the Company or in its securities outstanding any of the Retained Subsidiaries, except transactions, commitments or any change agreements in the Stockholders' ownership interests or any grant ordinary course of any optionsbusiness consistent with past practice, warrants, calls, conversion rights or commitments; (iiid) any declaration declaration, setting aside or payment of any dividend or distribution in cash, stock or property with respect to the membership or other equity interest of the capital stock or Company, any direct or indirect redemptionrepurchase, purchase redemption or other acquisition by the Company of any of membership interest, equity interest or other securities, or any agreement, arrangement or commitment by the capital stock of the Company; Company to do so except as allowed under this Agreement, (ive) any increase that is material in the compensation payable or to become payable by the Company to the Stockholders or any of its the Retained Subsidiaries to their managers, officers, directors, employees, consultants employees or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances agents or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtednessrate or terms of any bonus, pension or other than employee benefit plan, payment or arrangement made to, for or with any such managers, officers, employees or agents, (f) any sale, transfer or other disposition of, or the creation of any Lien upon, any material part of the Assets, except for sales of inventory and use of supplies and collections of accounts payable incurred receivables in the ordinary course of business; (ix) business consistent with past practice, or any plan, agreement cancellation or arrangement granting forgiveness of any preferential rights to purchase material debts or acquire any interest in claims by the Company or any of the assetsRetained Subsidiaries, property or rights (g) any material change in the relations of the Company or requiring consent any of the Retained Subsidiaries with or material loss of its customers or suppliers, or any party material loss of business or material increase in the cost of inventory items or material change in the terms offered to the transfer and assignment of any such assetscustomers, property or rights; (xh) any purchase capital expenditure (including any capital leases) or acquisition of, commitment therefor by the Company or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the Retained Subsidiaries except in the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since August 31the date of the Interim Balance Sheet, 1996the Company and the Company Subs have conducted their respective businesses only in the ordinary course consistent with past practice, and there has not been any material adverse been: (i) Any change in the business, operations, properties, assets, results of operations, financial condition, liabilities, condition (financial or other), results of operations or prospects of the Company, norwhich change by itself or in conjunction with all other such changes, except as disclosed whether or not arising in SCHEDULE 4.8 the ordinary course of business, has there been:had or could reasonably be expected to have a Material Adverse Effect on the Company; (iii) Any material contingent liability incurred by the Company as guarantor or otherwise with respect to the obligations of others or any cancellation of any material debt or claim owing to, or waiver of any material right of, the Company; (iii) Any material obligation or liability of any nature, whether accrued, absolute or contingent (including without limitation liabilities for Taxes due or to become due or contingent or potential liabilities relating to products or services provided by the Company or the conduct of the business of the Company regardless of whether claims in respect thereof have been asserted), incurred by the Company other than obligations and liabilities incurred in the ordinary course of business consistent with past practice (it being understood that claims relating to the failure to perform or the improper performance of services shall not be deemed to be incurred in the ordinary course of business); (iv) Any purchase, sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any of the properties or assets of the Company other than in the ordinary course of business consistent with past practice; (v) Any damage, destruction or loss (loss, whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties properties, assets or business of the Company; (iivi) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsAny declaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend by the Company, or the making of any other distribution in respect of the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of its capital stock; (vii) Any split, combination or reclassification of any of the Company’s capital stock or any issuance or the authorization of the Companyany issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (ivviii) Any labor trouble or claim of unfair labor practices involving the Company; any increase material change in the compensation payable or to become payable by the Company to the Stockholders or any of its directors, officers, directors, employees, consultants agents or agentsindependent contractors; any material bonus payment or arrangement made to or with any of such directors, except for ordinary and customary bonuses and salary increases for employees in accordance officers, employees, agents or independent contractors; or any entry by the Company into any material employment, consulting, severance, termination or similar agreement with past practiceany of such directors, officers, employees, agents or independent contractors; (vix) any work interruptions, labor grievances Any change with respect to the officers or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects management of the Company; (vix) any sale Any payment or transfer, discharge of a material Lien or any agreement to sell or transfer, any material assets, properties or rights liability of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase which was not shown in the Company's indebtedness, other than accounts payable Interim Financial Statements or incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's businessbusiness thereafter; (xi) Any material obligation or liability incurred by the Company to any waiver of its directors, officers, stockholders or employees, or any material rights loans or claims advances made by the Company to any of the Companyits directors, officers, stockholders or employees, except normal compensation and expense reimbursement payable to officers or employees; (xii) any material breachAny change in accounting methods or practices, amendment credit practices or termination of any material contract, agreement, license, permit or other right to which collection policies used by the Company is a party or (provided that this representation (xii) shall relate back to, and shall be made with respect to any of its property is subject; orsuch changes since, June 25, 1999); (xiii) Any change in any Tax election of the Company under federal, state, local or foreign Tax law; (xiv) Any other material transaction entered into by the Company outside other than transactions in the ordinary course of business; or (xv) Any agreement or understanding whether in writing or otherwise, for the Company to take any of the actions specified in paragraphs (i) through (xiv) above.

Absence of Certain Changes or Events. Since August December 31, 19962005, and except as disclosed in Schedule 3.7, the Business has been operated in the ordinary course and there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there beenany: (a) sale, assignment or transfer, other than in the ordinary course of business and consistent with past practices, of any assets of any Company; (b) acquisition by merger, consolidation with, purchase of substantially all of the assets or capital stock of, or any other acquisition of any material assets or business of, any corporation, partnership, association or other business organization or division thereof; (c) change in accounting methods or practices by any Company; (d) termination of, or any amendment or modification to, any Material Contract or Permit, in any case that is adverse in any material respect to any Company, or entry into any material borrowing, capital contribution or capital financing transaction; (e) increase in salary, bonuses or other compensation payable or to become payable to any officer or employee of any Company, except in the ordinary course of business, consistent with past practices, and none of the Companies has (i) entered into any Benefit Plan or Benefit Agreement, employment, severance, or other agreements relating to compensation or fringe benefits, (ii) adopted or changed any existing Benefit Plan or Benefit Arrangement or (iii) advanced or loaned any money to any officer or employee; (f) strike, walkout, labor trouble or threat thereof, or any other new or continued event, development or condition of any character with respect to the employees engaged in the Business which has affected or could reasonably be expected to affect materially and adversely the Business; (g) cancellation or waiver of any right material to the operation of the Business or any cancellation or waiver of any debts or claims of substantial value or any cancellation or waiver of any debts or claims against any officer, manager or employee of any Company; (h) payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise), other than the scheduled payment, discharge or satisfaction, in the ordinary course of business, of liabilities or obligations shown or reflected on the Financial Statements or incurred in the ordinary course of business since December 31, 2005; (i) deferral of any capital expenditure or capital improvements that is reasonably required for the operation of the Business; (j) adverse change, or, to the best of Sellers’ knowledge, threat of any adverse change, in any Company’s relations with, or any loss, or, to the best of Sellers’ knowledge, threat of loss of, any Company’s landlords, suppliers, clients or customers which, individually or in the aggregate, has been or could reasonably be expected to be materially adverse to the Companies; (k) write-offs as uncollectible of any notes owed to any Company or accounts receivable of any Company or write-downs of the value of any asset or inventory by any Company other than in immaterial amounts or in the ordinary course of business consistent with past practice and at a rate no greater than the rate applicable during the twelve (12) months ended on December 31, 2005; (l) creation, incurrence, assumption or guarantee by any Company of any material obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except in the ordinary course of business, or any creation, incurrence, assumption or guarantee by any Company of any indebtedness for borrowed money; (m) any damage, destruction or loss (whether that has affected, or not covered by insurance) alone or in the aggregatecould reasonably be expected to affect, materially and adversely affecting the properties Facility or business of the CompanyBusiness; (iin) any change in the authorized capital stock agreement by any Company or any Seller to do any of the Company foregoing; or (o) event or in condition that has had, or could reasonably be expected to have, material adverse effect on (a) the business, assets, operations, financial condition or liabilities of the Companies or the Business, taken as a whole; (b) the ability of any Seller to perform any of his, her or its securities outstanding material obligations under any of the Transaction Documents; (c) the rights and remedies of Buyer under this Agreement, the other Transaction Documents or any change in related document, instrument or agreement; or (d) the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition validity of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessTransaction Documents.

Absence of Certain Changes or Events. Since August Except as set forth on Section 3.8 of the Company Schedule of Exceptions, since December 31, 19962011 and except as expressly contemplated by this Agreement, the Company and each Subsidiary has conducted its business in the ordinary course consistent with past practice and there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (ia) any damagechange, destruction event or loss occurrence which has had or would reasonably be expected to have a Company Material Adverse Effect; (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (iib) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in cash, stock, property or otherwise in respect of the Company’s capital stock or stock; (c) any direct or indirect redemption, purchase repurchase or other acquisition of any shares of the capital stock of the Company; Company (ivother than in connection with the forfeiture or exercise of equity based awards, Company Stock Options in accordance with existing agreements or terms); (d) any increase in the compensation payable or to become payable granting by the Company to the Stockholders or any of its officers, directors, employees, consultants officers or agentsemployees of any material increase in compensation or benefits, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; business consistent with past practice or that are required under any Company Plan (ixas hereinafter defined); (e) any plangranting to any director, agreement officer or arrangement granting any preferential rights to purchase or acquire any interest in any employee of the assets, property right to receive any severance or rights of termination pay; (f) any entry by the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subjectSubsidiaries into any employment, consulting, indemnification, termination, change of control or severance agreement or arrangement with any present or former director, officer or employee of the Company, or any amendment to or adoption of any Company Plan or collective bargaining agreement; or (xiiig) any transaction material change by the Company outside or any of its Subsidiaries in its accounting principles, except as may be required to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; (h) any material change in a tax accounting period or method or settlement of a material Tax claim or assessment, in each case, relating to the ordinary course Company or a Subsidiary of businessthe Company, unless required by GAAP or applicable Law.

Absence of Certain Changes or Events. Since August 31, 1996, the date of the Company Balance Sheet there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: : (i) any damageMaterial Adverse Effect (as defined in Section 8.3(c)) on Company, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change declaration, setting aside or payment of any dividend on, or other distribution (whether in the authorized cash, stock or property) in respect of, any of Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Company of any of Company's capital stock or any other securities of the Company or in its securities outstanding subsidiaries or any change in the Stockholders' ownership interests or any grant of any options, warrants, callscalls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, conversion rights or commitments; (iii) any declaration split, combination or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition reclassification of any of the Company's or any of its subsidiaries' capital stock of the Company; stock, (iv) any increase in the compensation payable or to become payable granting by the Company to the Stockholders or any of its officers, directors, employees, consultants subsidiaries of any increase in compensation or agentsfringe benefits, except for normal increases of cash compensation in the ordinary and customary bonuses and salary increases for employees in accordance course of business consistent with past practice; , or any payment by Company or any of its subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Company or any of its subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Company of the nature contemplated hereby, (v) any work interruptions, labor grievances or claims filed, entry by Company or any proposed law, regulation of its subsidiaries into any licensing or event other agreement with regard to the acquisition or condition disposition of any character materially adversely affecting material Intellectual Property (as defined in Section 2.9) other than licenses in the ordinary course of business consistent with past practice or future prospects of any amendment or consent with respect to any licensing agreement filed or required to be filed by Company with the Company; SEC, (vi) any sale material change by Company in its accounting methods, principles or transferpractices, except as required by concurrent changes in GAAP, or any agreement to sell or transfer, (vii) any material revaluation by Company of any of its assets, properties or rights of the Company to any person, including, without limitation, writing down the Stockholders and their affiliates; (vii) any cancellation, value of capitalized inventory or agreement to cancel, any indebtedness writing off notes or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, accounts receivable other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business.

Absence of Certain Changes or Events. (a) Since August December 31, 19962018, there has not been any material adverse change or development in the business, operations, properties, assets, liabilities, condition (financial or otherotherwise), results of operations operations, cash flows or prospects properties of the CompanyCompany or Company Bank which has had, noror would reasonably be expected to have, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting the properties or business of a Material Adverse Effect on the Company;, and to the Company’s Knowledge, no fact or condition exists which is reasonably likely to cause a Material Adverse Effect with respect to the Company or Company Bank in the future. (b) Since December 31, 2018, there has not been: (i) any change by the Company or Company Bank in its accounting methods, principles or practices, other than changes required by applicable Law or GAAP or regulatory accounting as concurred by the Company’s independent accountants; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or distribution in respect of the any shares of capital stock of the Company or Company Bank or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; its securities; (iviii) any increase in or award of or establishment, modification or termination of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, option, equity compensation (including the granting of options, equity appreciation rights, performance awards, restricted stock awards, restricted stock unit awards or deferred stock unit awards), stock purchase or other employee benefit plan or Company Benefit Plan, or any other increase in the compensation or benefits payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants officers or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; or Company Bank (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred normal salary adjustments to employees made in the ordinary course of business; (ix) ), or any plangrant of severance or termination pay, agreement or any contract or arrangement granting entered into to make or grant any preferential rights severance or termination pay, any payment of any bonus, or the taking of any action not in the ordinary course of business with respect to purchase the compensation or acquire any interest in any employment of the assetsdirectors, property officers or rights employees of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; Company Bank; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xiiiv) any material breachelection or material changes in existing elections, amendment or termination adoption or change in any method of any material contractTax accounting, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction made by the Company outside or Company Bank for federal, state, local or foreign Tax purposes; (v) any material change in the credit policies or procedures of the Company or Company Bank implemented for any reason other than to comply with applicable Law, the effect of which was or is to make any such policy or procedure less restrictive in any material respect; (vi) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than investment securities or loans and loan commitments purchased, sold, made or entered into in the ordinary course of business; (vii) any lease of real or personal property entered into, other than in connection with foreclosed property; or (viii) any action that, if taken after the date hereof, would constitute a breach of Section 5.1 or Section 5.2.

Absence of Certain Changes or Events. (a) Since August 31, 1996the date of the Company Balance Sheet, there has not been any material adverse change change, event, condition, development, circumstance, effect or occurrence that has had or would reasonably be expected to have, individually or in the businessaggregate, operations, properties, assets, liabilities, condition a Company Material Adverse Effect. (financial or other), results of operations or prospects b) From the date of the CompanyCompany Balance Sheet to the date of this Agreement, northe Company has conducted its business in the ordinary course in substantially the same manner as previously conducted, except as disclosed in SCHEDULE 4.8 and during such period there has there not been: (i) any damagedeclaration, destruction setting aside, accrual or loss payment of any dividend on, or making of any other distribution (whether in cash, stock, equity securities or not covered by insuranceproperty) alone or in the aggregaterespect of, materially adversely affecting the properties or business any capital stock of the Company; (ii) any change in the authorized split, combination or reclassification of any capital stock of the Company or in its securities outstanding the Company Subsidiary or any change in issuance or the Stockholders' ownership interests or any grant authorization of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment issuance of any dividend or distribution other securities in respect of, in lieu of the capital stock or any direct or indirect redemption, purchase or other acquisition in substitution for shares of any of the capital stock of the Company; (iii) except as required pursuant to the terms of any Company Benefit Plan or Company Benefit Agreement in effect as of the date of the Company Balance Sheet (A) any granting to any director of the Company or any employee of the Company with total annual base salary that equals or exceeds $200,000 of any increase in compensation; (B) any granting to any director, employee or individual service provider of the Company of any increase in severance or termination pay; or (C) any entry by the Company into any employment, consulting, severance or termination agreement with any director or any employee, other than offer letters entered into in the ordinary course of business with employees with total annual base salary of less than $200,000 or as disclosed in the Company SEC Documents; (iv) any increase change in the compensation payable accounting methods, principles or to become payable practices by the Company to the Stockholders (other than any immaterial change thereto), except as may have been required (A) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of its officersthe Financial Accounting Standards Board or any similar organization or (B) by Law, directorsincluding Regulation S-X promulgated under the Securities Act, employeesin each such case, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practiceas reviewed by the Company’s independent public accountants; (v) any work interruptionssale, labor grievances lease (as lessor), license or claims filedother disposition of (including through any “spin-off”), or pledge, encumbrance or other Lien imposed upon (other than a Permitted Lien), any proposed lawproperties or assets (other than Intellectual Property) that are material, regulation individually or event in the aggregate, to the Company except (A) sales or condition other dispositions of any character materially adversely affecting inventory and excess or obsolete properties or assets in the ordinary course of business or future prospects and (B) pursuant to Contracts to which the Company is a party made available to Parent and in effect prior to the date of the CompanyCompany Balance Sheet; (vi) any sale sale, assignment, license or transfertransfer or disposition of any Company Intellectual Property by the Company or, or any agreement to sell or transfer, any material assets, properties or rights the knowledge of the Company to Company, by any personthird party, includingthat is material, without limitationindividually or in the aggregate, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; , except for (viiiA) any increase non-exclusive licenses (including sublicenses) to Intellectual Property granted in the Company's indebtednessordinary course of business, (B) pursuant to Contracts to which the Company is a party and which the Company has made available to Parent or (C) abandonment or other than accounts payable incurred disposition of any Company Registered Intellectual Property at the end of the applicable statutory term, in the ordinary course of prosecution or otherwise in the ordinary course of business; (vii) any acquisition, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other similar manner, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person (other than the Company), with an aggregate amount of consideration paid or transferred by the Company and in excess of $250,000; (viii) any filing of or change to a material Tax election, any change to an annual Tax accounting period or any adoption of or change to a material method of Tax accounting, any filing of an amended material Tax Return, any entry into a closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law), any settlement or compromise of a material Tax liability or refund; (ix) any plansettlement or compromise of, agreement or arrangement granting written offer or proposal to settle or compromise, any preferential rights to purchase Proceeding involving or acquire against the Company or the Company Subsidiary, except for settlements or compromises of non-criminal Proceedings that (A) did not involve the payment of amounts in excess of $250,000 in the aggregate by the Company, (B) did not impose any interest in any of material restriction on the assets, property business or rights activities of the Company or requiring consent any current or future subsidiaries of the Company or Parent or its current or future subsidiaries, (C) did not involve the admission of wrongdoing by the Company or the Company Subsidiary and (D) did not involve any party license, cross license or similar arrangement with respect to the transfer and assignment of any such assets, property Intellectual Property or rights;Company Products; or (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside agreement on the part of the ordinary course Company to do any of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since August 31Except as set forth in Schedule 3.19 or as otherwise expressly contemplated in this Section 3.19, 1996since October 2, 2010 until the date of this Agreement there has not been or occurred: (a) a Material Adverse Effect or any material adverse events, circumstances, conditions, occurrences, changes or state of facts that, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect; (b) any making, declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any capital stock of any Purchased Company, or any purchase, redemption or other acquisition by any Purchased Company of any of its capital stock or any other equity securities of such Purchased Company (other than any such dividend, distributions, purchases, redemptions, acquisitions or other similar transactions (I) solely involving Purchased Companies or (II) with respect to Tax distributions or otherwise to satisfy obligations in respect of the Senior Notes (or the Senior Notes Indenture) or Senior Secured Credit Facilities); (c) any granting by any Purchased Company of any increase in compensation or fringe benefits to any employee, or any payment by any Purchased Company of any employee bonus, or any entry by any Purchased Company into any Contract (or amendment of an existing Contract) to grant or provide to any officer the acceleration of vesting, termination, severance, retention or change in the businesscontrol payments or other similar benefits; (d) any change by any Purchased Company in its accounting methods, operations, properties, assets, liabilities, condition principles or practices (financial including any change in depreciation or otheramortization policies or rates or revenue recognition policies), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: required by either Law or GAAP; (ie) any damagematerial revaluation by any Purchased Company of any of their respective material assets, destruction excluding writing-off or loss discounting of notes, accounts receivable or other assets in the ordinary course of business consistent with past practice; (f) entry by any Purchased Company into any Contract with regard to the acquisition or disposition by any Purchased Company of any material Intellectual Property Rights, or other material assets in each case other than acquisitions of raw materials and supplies and the disposition of inventory in the ordinary course of business; (g) any change by any Purchased Company in its material Tax elections or accounting methods, or any closing agreement, settlement or compromise of any claim or assessment, in each case in respect of material Taxes, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes; (h) any material casualty event with respect to non-current tangible assets (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (iii) any change in amendment or modification to the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition Organizational Documents of any of the capital stock Purchased Companies. Except as set forth in Schedule 3.19 or as otherwise expressly contemplated hereby, since October 2, 2010 until the date of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitationthis Agreement, the Stockholders and Purchased Companies, taken as a whole, have conducted their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase respective businesses in the Company's indebtedness, other than accounts payable incurred all material respects in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since August March 31, 19962024, until the date hereof: (i) except in connection with the execution of this Agreement and the consummation of the Transactions, the Company has conducted its business only in the ordinary course consistent with past practice; (ii) there has not been any material adverse change in the businesschange, operationsevent or development or prospective change, propertiesevent or development that, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting has had or would reasonably be expected to have a Company Material Adverse Effect; and (iii) the properties Company has not: (a) (i) declared, set aside or business paid any dividends on, or made any other distributions (whether in cash, stock or property) in respect of, any of the Company Capital Stock or other equity interests of the Company, (ii) purchased, redeemed or otherwise acquired, or granted shares of Company Capital Stock or other equity interests of the Company or any options, warrants or rights to acquire any such shares or other equity interests, other than (A) the issuance, repurchase or cancellation of shares of Company Class A Common Stock upon the exercise of Company Options or shares of Company Series C Preferred Stock upon the vesting of Company RSUs, (B) acquisitions of Company Class A Common Stock underlying Company Options or Company Series C Preferred Stock underlying Company RSUs in connection with a service provider’s termination of service with the Company, and (C) grants of Company Options or Company RSUs to service providers of the Company as compensation under the Company Equity Plans or otherwise, or (iii) split, combined, reclassified or otherwise amended the terms of any of its capital stock or other equity interests or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or other equity interests of the Company; (iib) any change in the authorized capital stock of amended or otherwise changed, or, except for the Company Charter Amendment, authorized or in proposed to amend or otherwise change, its securities outstanding certificate of incorporation or any change in the Stockholders' ownership interests by-laws (or any grant of any options, warrants, calls, conversion rights or commitmentssimilar organizational documents); (iiic) abandoned or permitted to lapse, failed to take any declaration or payment action necessary to maintain any material Intellectual Property Rights (other than non-exclusive licenses of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable Intellectual Property Rights granted by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred relation in the ordinary course of businessbusiness consistent with past practice), including any such failure to pay any maintenance or similar fees or to take any action reasonably necessary to prevent the abandonment, loss or impairment of any material Company Owned IP; (ixd) any planadopted or entered into a plan of complete or partial liquidation, agreement dissolution, restructuring, recapitalization or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subjectreorganization; or (xiiie) changed its financial or Tax accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or applicable Law, or revalued any transaction by the Company outside the ordinary course of businessits material assets.

Absence of Certain Changes or Events. Since August As of the date hereof, except as disclosed in Section 3.6 of the Company Disclosure Letter, since December 31, 19962002, the Company and its Subsidiaries have conducted their businesses only in the ordinary course consistent with past practice and, since such date, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any event, development, state of affairs or condition, or series or combination of events, developments, states of affairs or conditions, which, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect; (ii) any material damage, destruction or loss (whether or not covered by insurance) alone with respect to the Company or any of its Subsidiaries; (iii) any material change by the Company in its accounting methods, principles or practices; (iv) any revaluation by the aggregateCompany of any of its material assets; (v) any split, materially adversely affecting the properties combination or business reclassification of any of the Company; (ii) any change in the authorized 's capital stock or Equity Interests of the Subsidiaries of the Company or in its securities outstanding any issuance or any change in the Stockholders' ownership interests or any grant authorization of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment issuance of any dividend or distribution other Equity Interest in respect of, in lieu of or in substitution for, shares of the Company's capital stock or Equity Interests of the Subsidiaries of the Company; (vi) any direct increase in or indirect redemptionestablishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other acquisition of employee benefit plan, or any of the capital stock of the Company; (iv) any other increase in the compensation payable or to become payable by to any officers or key employees of the Company to the Stockholders or any of its officersSubsidiaries other than increases which would not be material, directorsindividually or in the aggregate, employeeswith respect to such officers or employees receiving such benefit or compensation (based on a comparison to benefits and compensation received in the year ended December 31, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; 2002); (vii) any cancellationentry into, renewal, modification or extension of, any Company Material Contract, or agreement to cancelany other material Contract between the Company or its Subsidiaries, on the one hand, and with any indebtedness other party, on the other hand, except for such Company Material Contract or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred Contract made in the ordinary course of business; business consistent with past practice or as contemplated by this Agreement; (viii) any settlement of pending or threatened material litigation involving the Company or any of its Subsidiaries (whether brought by a private party or a Governmental Entity); or (ix) any planevent or development that would, agreement individually or arrangement granting any preferential rights in the aggregate, reasonably be expected to purchase prevent or acquire any interest in any materially delay the performance of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of this Agreement by the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business.

Absence of Certain Changes or Events. Since August 31Except as permitted or contemplated by this Agreement, 1996since the Interim Balance Sheet Date, the Company has not (a) suffered any material damage, destruction or casualty loss to its physical properties, or (b) suffered any events, developments, occurrences or changes that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Further, except as set forth on Section 2.9 of the Seller Disclosure Schedule and as otherwise contemplated by this Agreement or the other agreements, instruments and documents contemplated hereby, from the Interim Balance Sheet Date through the date of this Agreement, the Company has conducted its business in the Ordinary Course in all material respects and there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there beenany: (i) material non-compliance with any damage, destruction or loss (whether or not covered applicable Law by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company;; Stock Purchase Agreement (ii) actions taken or omissions of an action that materially and adversely affected the Company’s goodwill or relationship with any change employee, customer, supplier or other Person having business dealings with the Company, except in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsOrdinary Course; (iii) any declaration losses of or payment reductions to the services of any dividend executive officer or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock key employee of the Company; (iv) any increase in the compensation payable or to become payable by the Company amendments to the Stockholders or any Governing Documents of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practicethe Company; (v) any work interruptions, labor grievances mergers or claims filedconsolidations with, or any proposed lawagreements to merge or consolidate with, regulation or event purchase substantially all of the assets of, or condition other acquisitions of any character materially adversely affecting the business or future prospects of any corporation, partnership, association or other business organization or division thereof, involving the Company; (vi) any sale acceleration of shipments or transfer, or any agreement to sell or transfer, any material assets, properties or rights of invoicing over that typically made in the Company to any person, including, without limitation, the Stockholders and their affiliatesOrdinary Course; (vii) any cancellationrepurchases, or agreement to cancel, any indebtedness redemptions or other obligation owing to acquisitions of any of the Equity Securities or other equity ownership interests of the Company; (viii) issuances, sales, pledges or dispositions of, or impositions of any increase in the Company's indebtednessEncumbrance on, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property Equity Securities or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course other equity ownership interests of the Company's business; (xi) , or any waiver options, warrants or other similar rights, agreements or commitments of any material rights kind to purchase any such securities convertible into or claims exchangeable for any such Equity Securities or other equity ownership interests of the Company; (xiiix) declarations or payments of any material breachdividends or distributions or other capital returns with respect to any Equity Securities or other equity ownership interests of the Company, amendment whether payable in additional Equity Securities or termination other equity ownership interests of the Company, cash, property or otherwise, except for distributions in the Ordinary Course; (x) incurrences, assumptions, guarantees (including any “keepwell” or any similar arrangement) or prepayments of any Indebtedness by the Company, amendments to the terms relating to any Indebtedness of the Company or issuances or sales of any debt securities by the Company; (xi) purchases of any material contractproducts or assets that have a value of $20,000 individually or $50,000 in the aggregate, agreementexcept for the purchase of inventory in the Ordinary Course; (xii) sales, licensetransfers, permit assignments, licensing, conveyances, mortgaging, pledging, or dispositions of, or the incurrence of any Encumbrance (other than any Permitted Encumbrance) on, any properties or assets (whether tangible or intangible) of the Company that have a value of $20,000 individually or $50,000 in the aggregate, except for the sale of inventory in the Ordinary Course; (xiii) transactions between the Company, on the one hand, and any other Seller Party or Affiliate of a Seller Party, on the other hand, except for dividends to Seller as the Company’s sole shareholder; (xiv) capital expenditures or equipment and facility maintenance expenses, or acceleration or deference of any capital expenditures or equipment and facility maintenance expenses, other than in accordance with the capital expenditures budget which has been made available to Buyer and was prepared in the Ordinary Course, and any such other expenditures as were necessary in the Company’s reasonable judgment to prevent the destruction, removal, wasting, deterioration or impairment of the Company’s assets; Stock Purchase Agreement (xv) deferrals of capital expenditures called for by the Company’s capital expenditures budget and or needed for its business; (xvi) agreements regarding or conclusions of any corrective actions, plans or Orders applicable to the Company; (xvii) settlements, compromises or waivers by the Company of any material rights relating to any Proceedings; (xviii) changes by the Company to any financial, cost or Tax accounting methods, practices, policies or principles or elections, including any inventory valuation methodologies and capitalization of research and development and product development methodologies, other than any such changes as may be required under GAAP; (xix) cancellations or terminations of any insurance policies of the Company or lapses in the coverage thereof, unless simultaneously with such cancellation, termination or lapse, replacement policies providing, to the extent reasonably available, coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums were in full force and effect; (xx) failure by the Company to pay bonuses, commissions or other right compensation due to employees when owed or payable; (xxi) any (A) adoption of, amendment to (other than any amendment necessary to comply with any applicable Law) or entry into any Benefit Plan, or (B) changes to actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan or other arrangement, or changes to the manner in which contributions to such Benefit Plans or other arrangements are made or the basis on which contributions are determined, except as may be required by GAAP; (xxii) forgiveness by the Company is a party of any loans to any officer, director, manager, employee or any independent contractor of its property is subjectthe Company; or (xiiixxiii) any transaction agreements or commitments by the Company outside to do any of the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since August Except as set forth in SCHEDULE 3.9 hereto or in the interim balance sheets of Company as of December 31, 19962004, since December 31, 2004, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: : (i) any damageMaterial Adverse Effect on Company, destruction (ii) any declaration, setting aside or loss payment of any dividend on, or other distribution (whether in cash, securities or not covered property) in respect of, any of Company's Membership Interests, or any purchase, redemption or other acquisition by insuranceCompany of any of Company's Membership Interests or any other securities of Company or any options, warrants, calls or rights to acquire any such Membership Interests or other securities, (iii) alone any split, combination or reclassification of any of Company's capital, (iv) any granting by Company of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the aggregateordinary course of business consistent with past practice, or any payment by Company of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by Company of any increase in severance or termination pay or any entry by Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially adversely affecting altered upon the properties or business occurrence of a transaction involving Company of the Company; nature contemplated hereby, (iiv) entry by Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 3.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by Company with respect to any Governmental Entity, (vi) any material change by Company in its accounting methods, principles or practices, (vii) any change in the authorized capital stock auditors of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsCompany, warrants, calls, conversion rights or commitments; (iiivii) any declaration or payment issuance of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase Membership Interests or other acquisition securities of Company, or (viii) any revaluation by Company of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, writing down the Stockholders and their affiliates; (vii) value of capitalized inventory or writing off notes or accounts receivable or any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, sale of assets of Company other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business.

Absence of Certain Changes or Events. Since August 31Except as disclosed in the Company SEC Documents or on Schedule 3.10 of the Company Disclosure Schedule, 1996since September 30, 2003, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course and consistent with prior practice and during such period there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (ia) any damageevent, destruction change or loss (whether occurrence of any condition that has had or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of would reasonably be expected to have a Material Adverse Effect on the Company; (iib) any change in declaration, setting aside or payment of any dividend or any other distribution with respect to any of the authorized capital stock of the Company or in its securities outstanding any Subsidiary or any change in repurchase for value by the Stockholders' ownership interests Company of any capital stock of the Company or any grant of any options, warrants, calls, conversion rights or commitmentsSubsidiary; (iiic) any declaration split, combination or payment reclassification of any dividend capital stock of the Company or distribution any issuance or the authorization of any issuance of any other securities in respect of, in lieu of the capital stock or any direct or indirect redemption, purchase or other acquisition in substitution for shares of any of the capital stock of the Company; (ivd) any change in accounting methods, principles or practices employed by the Company, except as may have been required by a change in GAAP; (i) any granting by the Company or any Subsidiary to any director or officer of the Company or any Subsidiary of any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agentscompensation, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business;business or as was required under employment agreements as of September 30, 2003 and included in the Company SEC Documents, (ii) any granting by the Company or any Subsidiary to any such director or officer any rights, warrants or options to acquire any capital stock or convertible securities or any stock appreciation rights or phantom stock, except in the ordinary course of business or as was required under agreements as of September 30, 2003 and included in the Company SEC Documents, (iii) any granting by the Company or any Subsidiary to any such director or officer of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements as of September 30, 2003 and included in the Company SEC Documents or (iv) any entry by the Company or any Subsidiary into, or any amendment of, any employment, severance or termination agreement with any such director or officer; or (ixf) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any action of the assetstype described in Section 5.1 which had such action been taken after the date of this Agreement would be in violation of any such Section. Without limiting the foregoing, property since September 30, 2003, there has not occurred any damage, destruction or rights loss whether or not covered by insurances of any material asset of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by Subsidiaries which materially affects the Company outside the ordinary course of businessuse thereof.

Absence of Certain Changes or Events. Since August Except as and to the extent disclosed in the Company SEC Documents filed prior to the date of this Agreement, as disclosed in Section 3.07 of the Company Disclosure Letter or otherwise permitted pursuant to this Agreement to occur after the date hereof, since December 31, 19962003, the Company and the Company Subsidiaries have conducted their business only in the ordinary course and there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (ia) except as permitted by Section 6.11, any damagedeclaration, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution (whether in respect of the capital cash, stock or property) with respect to any direct or indirect redemption, purchase Company Common Stock or other acquisition of equity securities of, or other ownership interests in, any of the capital stock of the CompanyCompany Subsidiary; (ivb) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition amendment of any character materially adversely affecting the business term of any outstanding debt or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights equity security of the Company or requiring consent any Company Subsidiary; (c) any repurchase, redemption or other acquisition by the Company or any Company Subsidiary of any party outstanding Company Common Stock or other equity securities of, or other ownership interests in, the Company or any Company Subsidiary; (d) any split, combination or reclassification of any Company Common Stock or the stock of any Company Subsidiary (other than the stock of Subsidiaries wholly-owned, directly or indirectly, by the Company), or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of stock or any ownership interest in, the Company or any Company Subsidiary; (e) except to the transfer and assignment extent contemplated by the Corporate Budget for such period, any provision of funds to, or investment by the Company or any Company Subsidiary (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary other than (i) in Company Subsidiaries wholly owned, directly or indirectly, by the Company or (ii) to the extent expressly required by the organizational document of any such assets, property or rightsCompany Subsidiary; (xf) any purchase material change in any method of accounting or acquisition of, accounting practice or agreement, plan any material change in any tax method or arrangement to purchase election by the Company or acquire, any property, rights or assets outside of the ordinary course of the Company's businessCompany Subsidiary; (xig) any waiver amendment of any material rights employment, consulting, severance, incentive stock, stock option, deferred compensation, bonus, retirement, retention or claims any other agreement between (i) the Company or any Company Subsidiary, on the one hand and (ii) any officer or director of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subjectCompany Subsidiary, on the other hand; or (xiiih) any transaction acquisition by the Company outside or any Company Subsidiary of (whether through merger or consolidation with, the ordinary course purchase of businessa substantial equity interest in, the purchase of a substantial portion of the assets of, or otherwise) any business or any corporation, partnership, association or other business organization or a division thereof or any significant assets; (i) any change in the lines of business in which the Company or any the Company Subsidiaries participates or is engaged; (j) any capital expenditures by the Company or any Company Subsidiary in excess of the amounts contemplated by the Corporate Budget for such period; or (k) any incurrence of indebtedness for borrowed money or guarantee for such indebtedness, in each case by the Company or any Company Subsidiary, other than to meet (i) the current cash needs of the Company and Company Subsidiaries not exceeding the amount contemplated by the Company's Corporate Budget for such period, a copy of which has been previously provided to Parent, and (ii) for projects currently under construction in amounts previously disclosed to Parent; (l) any change, event, effect, damage, destruction or loss relating to the business or operations of the Company or any Company Subsidiary that has had, or would reasonably be expected to have, a Company Material Adverse Effect; or (m) any Contract, commitment or arrangement to do or engage in any action the consummation of which would effect any of the events listed in this Section 3.07.

Absence of Certain Changes or Events. Since August Except as set forth in Section 4.8 of the Company Disclosure Letter, since March 31, 19962025 until the date hereof: (i) except in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, the Company has conducted its business only in the ordinary course consistent with past practice; (ii) there has not been any material adverse change change, event or development or prospective change, event or development that, individually or in the businessaggregate, operations, properties, assets, liabilities, condition has had or would reasonably be expected to have a Company Material Adverse Effect; and (financial or other), results of operations or prospects of iii) the Company, nor, except as disclosed in SCHEDULE 4.8 Company has there beennot: (i) declared, set aside or paid any damagedividends on, destruction or loss made any other distributions (whether in cash, stock or not covered by insuranceproperty) alone in respect of, any of its capital stock or in the aggregateother equity interests, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized purchased, redeemed or otherwise acquired shares of capital stock or other equity interests of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, callsor rights to acquire any such shares or other equity interests, conversion rights other than pursuant to award agreements underlying Company Stock Awards granted under the Company Equity Plan in connection with a Company service provider’s termination of service, or commitments(iii) split, combined, reclassified or otherwise amended the terms of any of its capital stock or other equity interests or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity interests, other than issuances of Company Stock Awards granted to Company service providers under the Company Equity Plan; (iiib) any declaration amended or payment of any dividend otherwise changed, or distribution in respect of authorized or proposed to amend or otherwise change, the capital stock Company Charter or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the CompanyCompany Bylaws); (ivc) any increase in the compensation payable adopted or to become payable by the Company to the Stockholders entered into a plan of complete or any of its officerspartial liquidation, directorsdissolution, employeesrestructuring, consultants recapitalization or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subjectreorganization; or (xiiid) any transaction changed its financial or Tax accounting methods, principles or practices, except insofar as may have been required by the Company outside the ordinary course of businessa change in GAAP or applicable Law.

Absence of Certain Changes or Events. Since August 31Except as may be disclosed in the Reports or as otherwise disclosed in Section 3.1(f) of the Disclosure Schedule, 1996since September 30, 1998 there has not been (i) any material adverse change in the business, operations, properties, assets, liabilities, financial condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed Company or its Subsidiaries or any other event which in SCHEDULE 4.8 any such case has there been: had or could reasonably be expected to have a Material Adverse Effect; (iii) any damage, destruction or loss (loss, whether or not covered by insurance) alone insurance or in the aggregatenot, materially adversely affecting having a material adverse effect upon the properties or business of the Company; (ii) any change in Company and the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; Subsidiaries taken as a whole; (iii) any declaration declaration, setting aside or payment of any dividend dividend, or other distribution in respect of the capital stock of the Company or any direct or indirect redemption, purchase redemption or other acquisition by the Company of any of its capital stock; (iv) any issuance by the capital stock Company, or commitment of the Company; Company to issue, any shares of its Common Stock or securities convertible into or exchangeable for shares of its Common Stock; (ivv) any increase in the rate or terms of compensation payable or to become payable by the Company to the Stockholders or any of Subsidiary to its officers, directors, officers or key employees, consultants or agents, except for increases occurring in the ordinary and customary bonuses and salary increases for employees course of business in accordance with its customary past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; practices; (vi) any sale grant or transferincrease in the rate or terms of any bonus, insurance, pension, severance or other employee benefit plan, payment or arrangement made to, for or with any agreement to sell directors, officers or transferkey employees, any material assets, properties or rights except increases occurring in the ordinary course of the Company to any person, including, without limitation, the Stockholders and their affiliates; business in accordance with its customary past practices; (vii) any cancellationchange by the Company in accounting methods, principles or agreement to cancel, any indebtedness or other obligation owing to the Company; practices except as required by generally accepted accounting principles; (viii) an entry into any increase in agreement, commitment or transaction by the Company's indebtednessCompany or any Subsidiary which is material to the Company and its Subsidiaries taken as a whole, other than accounts payable incurred except agreements, commitments or transactions in the ordinary course of business; ; (ix) any planstock split, agreement reverse stock split, combination or arrangement granting any preferential rights to purchase or acquire any interest in any reclassification of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; Common Stock; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside change in the terms and conditions of the ordinary course of the Company's business; Company Stock Option Plans except as contemplated hereby; or (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business.)

Absence of Certain Changes or Events. Since August 31Except as set forth in the Disclosure Schedule, 1996since the date of the Balance Sheets, neither MSWC nor any of the Subsidiaries has (i) suffered any material damage, destruction or casualty loss or (ii) suffered any Material Adverse Effect. Except as set forth in the Disclosure Schedule, since the date of the Balance Sheets, (i) the Business of MSWC and the Subsidiaries (present or past) has been conducted only in the ordinary and usual course consistent with past practice and (ii) there has not been nor has there been an agreement to take any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there beenfollowing actions: (i) any damage, destruction incurrence or loss (whether assumption of any material obligation or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Companyliability; (ii) the declaration, payment or setting aside of amounts for payment of, any change dividends on or other distributions to or for any stockholders (whether in cash, shares or property), the authorized issuance, delivery, sale, or authorization, proposal or agreement to, or commitment to the issuance, delivery, or sale of any shares of capital stock of the Company or in its securities outstanding any class, or any change in securities convertible into capital stock, or the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights, commitments, pledges, Contracts, restrictions or rights of any character obligating MSWC or commitmentsany of the Subsidiaries to issue any such shares or other securities, the split, combination or reclassification of any shares of capital stock or issuance or authorization of the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock, the repurchase or acquisition, directly or indirectly, of any shares of any capital stock, or an amendment to the terms of any capital stock or any other securities of MSWC or any of the Subsidiaries; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of change to any of the capital stock accounting principles or practices used by MSWC or any of the CompanySubsidiaries; (iv) any increase in acquisition or agreement to acquire by merger or consolidation with, purchase of a substantial portion of the compensation payable assets of, or to become payable by the Company to the Stockholders through any other manner, any business or any of its officers, directors, employees, consultants Person or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice;division thereof; or (v) any work interruptionssale, labor grievances lease, license, transfer, mortgage, pledge, encumbrance or claims filed, or any proposed law, regulation or event or condition other disposition of any character materially adversely affecting material assets or the business grant or future prospects assignment of the Company; (vi) any sale or transfersecurity interest, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtednessclaim, other than accounts payable incurred except in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessbusiness consistent with prior practice.

Absence of Certain Changes or Events. Since August 31, 1996, the Balance Sheet Date there has not been occurred: (a) any material adverse change in the business, operationscondition (financial or otherwise), properties, assets, liabilities, condition (financial or other)businesses, operations, results of operations or prospects of the Company, nortaken as a whole, except as disclosed in SCHEDULE 4.8 has there been:that could reasonably constitute a Material Adverse Effect; (ib) any amendments or changes in the articles of incorporation or bylaws of the Company, other than the amendment to the Company's articles of incorporation and bylaws changing the name of the Company to e-Destinations, Inc.; (c) any damage, destruction or loss (loss, whether or not covered by insurance) alone insurance or in the aggregatenot, materially adversely affecting the properties or business of the Companythat could reasonably constitute a Material Adverse Effect; (iid) any change in the authorized capital stock redemption, repurchase or other acquisition of shares of the Common Stock by the Company (other than pursuant to arrangements with terminated employees or in its securities outstanding consultants), or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution (whether in respect of the capital cash, stock or any direct or indirect redemption, purchase or other acquisition of any of property) with respect to the capital stock of the CompanyCommon Stock; (ive) any material increase in or modification of the compensation or benefits payable or to become payable by the Company to the Stockholders or any of its officers, directors, directors or employees, consultants or agents, except for in the ordinary and customary bonuses and salary increases for employees in accordance course of business consistent with past practice; (vf) any work interruptionsmaterial increase in or modification of any bonus, labor grievances or claims filed, insurance or any proposed lawemployee arrangement (including, regulation but not limited to, the granting of stock options, restricted stock awards or event stock appreciation rights) made to, for or condition with any of its employees, other than in the ordinary course of business consistent with past practice; (g) any acquisition or sale of a material amount of property or assets of the Company, other than in the ordinary course of business consistent with past practices; (h) any alteration in any term of any character materially adversely affecting the business or future prospects outstanding security of the Company; (vii) any (A) incurrence, assumption or guarantee by the Company of any debt for borrowed money; (B) issuance or sale of any securities convertible into or transferexchangeable for debt securities of the Company; or (C) issuance or sale of options or other rights to acquire from the Company, directly or any agreement to sell or transferindirectly, any material assets, properties or rights debt securities of the Company to or any person, including, without limitation, the Stockholders and their affiliatessecurities convertible into or exchangeable for any such debt securities; (viij) any cancellationcreation or assumption by the Company of any mortgage, pledge, security interest or agreement to cancel, any indebtedness lien or other obligation owing to the Companyencumbrance on any asset; (viiik) any increase making of any loan, advance or capital contribution to or investment in any person other than (i) travel loans or advances made in the ordinary course of business of the Company's indebtedness, (ii) other loans and advances in an aggregate amount which does not exceed $25,000 outstanding at any time and (iii) purchases on the open market of liquid, publicly traded securities; (l) any entering into, amendment of, relinquishment, termination or non- renewal by the Company of any contract, lease transaction, commitment or other right or obligation other than accounts payable incurred in the ordinary course of business; (ixm) any plantransfer or grant of a right under the IP Rights (as defined in Section 2.14), agreement other than those transferred or arrangement granting any preferential rights to purchase or acquire any interest granted in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business; (n) any labor dispute or charge of unfair labor practice (other than routine individual grievances), any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any campaign being conducted to solicit authorization from employees to be represented by the labor union; or (o) any agreement or arrangement made by the Company to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Agreement untrue or incorrect unless otherwise disclosed.

Absence of Certain Changes or Events. Since August 31September 30, 19962006, and except as contemplated by this Agreement or as set forth in Section 4.7 of the Disclosure Schedule or in the SEC Reports, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (ia) any Material Adverse Effect; (b) any amendment, modification, rescission or other change to the Restated Certificate or the Company Bylaws; (c) any adoption or approval of any Employee Plan (as defined in Section 4.9), or any amendment, modification, rescission or other change to any existing Employee Plan; (d) any increase in the salary, benefits, bonus or other compensation payable or to become payable to any of the Company’s or any Subsidiaries’ directors or officers; (e) any damage, destruction or loss (whether or not covered by insurance) alone with respect to any of the assets of the Company or any of the Subsidiaries which are material to the Company and the Subsidiaries taken as a whole; (f) any redemption or other acquisition of Company Common Stock by the Company or any of the Subsidiaries or any declaration or payment by the Company or any of the Subsidiaries of any dividend or other distribution in the aggregatecash, materially adversely affecting the properties stock or property with respect to Company Common Stock; (g) any purchase, acquisition, sale or disposition (by merger, consolidation, purchase or sale of assets, purchase or sale of stock or otherwise), or agreement to purchase, acquire, sell or dispose of, (i) any Person or business by the Company or any of the Company; Subsidiaries, or (ii) any change in the authorized capital stock material assets of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock Subsidiaries, except in the case of the Company; (iv) any increase sale of inventory or other assets in the compensation payable or to become payable by the Company to the Stockholders or any ordinary course of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance business consistent with past practice; (vh) any work interruptionsincurrence, labor grievances assumption, guarantee or claims filed, endorsement by the Company or any proposed law, regulation or event or condition of the Subsidiaries of any character materially adversely affecting the business debt or future prospects borrowings of the Companyany Third Party; (vii) any sale or transfer, or any agreement to sell or transfer, pledge of any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights assets of the Company or requiring consent any of the Subsidiaries or the granting of any party to Lien on any material assets of the transfer and assignment Company or any of any such assets, property or rightsthe Subsidiaries; (xj) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which change by the Company is a party or any of its property is subjectthe Subsidiaries in accounting principles, policies or methods, except insofar as may have been required by a change in United States generally accepted accounting principles; or (xiiik) any transaction agreement, in writing or otherwise, by the Company outside or any of the ordinary course Subsidiaries to take any of businessthe actions described in this Section 4.7.

Absence of Certain Changes or Events. Since August December 31, 19961997, the Company and its subsidiaries have conducted their respective businesses in the ordinary and usual course (excluding the incurrence of expenses in connection with this Agreement and the transactions contemplated hereby). Except as disclosed in Section 5.7 of the Company Disclosure Schedule, since December 31, 1997, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damageevent, destruction change, circumstance, fact or loss occurrence (whether or not covered by insurance) alone which has had, or in the aggregateis reasonably likely to have, materially adversely affecting the properties or business of the Company; a Company Material Adverse Effect, (ii) any material change in the authorized capital stock of by the Company or in its securities outstanding accounting methods, principles or any change in the Stockholders' ownership interests or any grant of any optionspractices, warrants, calls, conversion rights or commitments; (iii) any declaration entry by the Company into any agreement, commitment or transaction material to the Company, except in the ordinary course of business and consistent with past practice or except in connection with the negotiation and execution and delivery of this Agreement and the Transaction Documents, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the any capital stock of the Company or any direct or indirect redemption, purchase or other acquisition of any of the capital Company's securities, (v) other than pursuant to the Company Plans (as hereinafter defined) or as required by law, any increase in, amendment to, or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, (vi) granted any general increase in compensation, bonus or other benefits payable to the employees of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred occurring in the ordinary course of business; business in accordance with its customary practice, (vii) paid any bonus to the employees of the Company except in the ordinary course and consistent with past practice, (viii) any incurrence of indebtedness for borrowed money or assumption or guarantee of indebtedness for borrowed money by the Company, or the grant of any lien on the material assets of the Company to secure indebtedness for borrowed money, (ix) any plan, agreement sale or arrangement granting transfer of any preferential rights to purchase or acquire any interest in any of the assets, property or rights material assets of the Company other than in the ordinary course of business and consistent with past practice, or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase loan, advance or acquisition of, capital contribution to or agreement, plan or arrangement to purchase or acquire, investment in any property, rights or assets outside of the ordinary course of person by the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business.

Absence of Certain Changes or Events. Since August (i) From December 31, 19962005 to the date of this Agreement, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice and there has not been (A) any material adverse change in the businessMaterial Adverse Effect or any state of facts, operationschange, propertiesdevelopment, assetsevent, liabilitieseffect, condition (financial or other)occurrence that, results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting the properties has had or business of the Company; is reasonably likely to have a Material Adverse Effect, (iiB) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ capital stock or any other equity or voting interests, except for dividends by a direct or indirect redemptionwholly owned Subsidiary of the Company to its parent, purchase (C) any split, combination or other acquisition reclassification of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders ’s or any of its officersSubsidiaries’ capital stock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, directorsin lieu of or in substitution for shares of capital stock of, employeesor other equity or voting interests in, consultants the Company or agentsany of its Subsidiaries, (D)(1) any grant by the Company or any of its Subsidiaries to any current or former director, officer or employee of the Company or any of its Subsidiaries or any individual providing services as an independent contractor or consultant to the Company or any of its Subsidiaries (collectively, “Company Personnel”) of any bonus opportunity, any loan or any increase in any type of compensation or benefits, except for ordinary grants of normal bonus opportunities and customary bonuses and salary normal increases for employees of compensation or benefits, in accordance with past practice; (v) any work interruptionseach case, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing prior to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred date of this Agreement in the ordinary course of business; business consistent with past practice, or (ix2) any plan, agreement payment by the Company or arrangement granting any preferential rights to purchase or acquire any interest in any of its Subsidiaries to any Company Personnel of any bonus, except for bonuses paid or accrued prior to the assetsdate of this Agreement in the ordinary course of business consistent with past practice, property (E) any grant by the Company or rights any of its Subsidiaries to any current director or officer of the Company or requiring consent any of its Subsidiaries of any party severance, change in control, termination or similar compensation or benefits or increases therein or of the right to receive any severance, change in control, termination or similar compensation or benefits or increases therein or any grant by the Company or any of its Subsidiaries to any other Company Personnel of any material severance, change in control, termination or similar compensation or benefits or material increases therein or of the right to receive any material severance, change in control, termination or similar compensation or benefits or material increases therein, (F) any adoption of or entry by the Company or any of its Subsidiaries into, any material amendment of or modification to or agreement to materially amend or modify, or any termination of, (1) any employment, deferred compensation, change in control, severance, termination, loan, indemnification, retention, stock repurchase or similar Contract between the Company or any of its Subsidiaries, on the one hand, and any Company Personnel, on the other hand, or any consulting Contract between the Company or any of its Subsidiaries, on the one hand, and any Company Personnel who is a current or former director, officer or employee of the Company or any of its Subsidiaries, on the other hand, (2) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Company Personnel, on the other hand, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement or (3) any trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Company Personnel (all such Contracts under this clause (F), collectively, “Benefit Agreements”), (G) any grant or amendment of any incentive award (including stock options, stock appreciation rights, performance units, restricted stock, stock repurchase rights or other stock-based or stock-related awards) or the removal or modification of any restrictions in any such award, (H) any change in financial or Tax accounting methods, principles or practices by the Company or any of its Subsidiaries, except insofar as may have been required by GAAP or applicable Law, (I) any material Tax election or change in any material Tax election or any settlement or compromise of any material income Tax liability, (J) any material write-down by the Company or any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries, or (K) any licensing or other agreement with regard to the transfer and assignment acquisition or disposition of any such assetsmaterial Intellectual Property or rights thereto, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of other than nonexclusive licenses granted in the ordinary course of the Company's business;business of the Company and its Subsidiaries consistent with past practice. (xiii) Since December 31, 2005, each of the Company and its Subsidiaries has continued all pricing, sales, receivables and payables practices in accordance with the ordinary course of business consistent with past practice and has not engaged, except in the ordinary course of business consistent with past practice, in (A) any waiver promotional sales or discount activity with any customers or distributors with the effect of any material rights accelerating to prior fiscal quarters (including the current fiscal quarter) sales to the trade or claims of the Company; otherwise that would otherwise be expected to occur in subsequent fiscal quarters, (xiiB) any material breachpractice that would have the effect of accelerating to prior fiscal quarters (including the current fiscal quarter) collections of receivables that would otherwise be expected to be made in subsequent fiscal quarters, amendment or termination (C) any practice that would have the effect of any material contract, agreement, license, permit or other right postponing to which subsequent fiscal quarters payments by the Company is a party or any of its property is subject; or Subsidiaries that would otherwise be expected to be made in prior fiscal quarters (xiiiincluding the current fiscal quarter) or (D) any transaction by the Company outside the ordinary course of businessother promotional sales or discount activity.

Absence of Certain Changes or Events. Since August 31September 5, 19962001 (the "Company Balance Sheet Date"), the Company has conducted its business in the ordinary course consistent with past practice and there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: occurred: (i) any damagechange, destruction event or loss condition (whether or not covered by insurance) alone that has resulted in, or in the aggregatecould reasonably be expected to result in, materially adversely affecting the properties or business of the Company; a Company Material Adverse Effect; (ii) any change in the authorized capital stock acquisition, sale or transfer of any material asset or material amount of assets of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; Company; (iii) any declaration change in accounting methods or practices (including any change in depreciation, amortization or revenue recognition policies or rates) by the Company or any revaluation by the Company of any of its assets; (iv) any declaration, setting aside, or payment of any a dividend or other distribution in with respect to the shares of the capital stock Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of the its shares of capital stock, except repurchases of its capital stock pursuant to agreements with the Company's employees and consultants in effect prior to the commencement of discussions between the Company and Parent relating to the transactions contemplated by this Agreement; (v) any material contract entered into by the Company, or any material amendment or termination of, or default under, any material contract to which the Company is a party or by which it is bound; (vi) any amendment or change to the Certificate of Incorporation or Bylaws of the Company; ; (ivvii) any increase in or modification of the compensation or benefits payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants employees or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filedconsultants, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plancommitment, agreement or arrangement granting any preferential rights Board of Directors or stockholder resolution by the Company to purchase or acquire any interest in take any of the assets, property or rights of actions described in the Company or requiring consent of any party to preceding clauses (ii) through (vii) (other than with Parent and its representatives regarding the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction transactions contemplated by the Company outside the ordinary course of businessthis Agreement).

Absence of Certain Changes or Events. Since August 31Except as set forth on Schedule ------------------------------------ -------- 4.8, 1996since the date of the Latest Balance Sheet, each of the Company and the --- Company Subsidiaries has conducted its business only in the ordinary course consistent with past custom and practices. Except as set forth on Schedule 4.8, since the date of the ------------ Latest Balance Sheet, there has not been any any: (a) material adverse change in the business, operations, propertiescondition (financial or otherwise), operating results, assets, liabilities, condition (financial employee, customer or other), results of operations supplier relations or business prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been:Company or any Company Subsidiary; (ib) any damage, destruction or loss (of any property owned or leased by the Company or any Company Subsidiary, whether or not covered by insurance) alone , having a replacement cost or fair market value in excess of $50,000.00 in the aggregate, materially adversely affecting the properties or business of the Company; (iic) voluntary or involuntary sale, transfer, surrender, cancellation, abandonment, waiver, release or other disposition of any change kind by the Company or any Company Subsidiary of any right, power, claim, debt, asset or property (having a replacement cost or fair market value in excess of $50,000.00 in the authorized capital stock aggregate), except in the ordinary course of business consistent with past custom and practices; (d) strike, picketing, boycott, work stoppage, union organizational activity, allegation, charge, written complaint of employment discrimination or other labor dispute or similar occurrence that might reasonably be expected to adversely affect the Company, a Company Subsidiary or the Business; (e) loan or advance by the Company or any Company Subsidiary to any person, other than in the ordinary course of business consistent with past custom and practices and travel and other business-related advances to employees of the Company or in its securities outstanding or any change and Company Subsidiaries in the Stockholders' ownership interests or any grant ordinary course of any options, warrants, calls, conversion rights or commitmentsbusiness; (iiif) notice (formal or otherwise) of any declaration liability, potential liability or claimed liability relating to environmental matters; (g) declaration, setting aside, or payment of any dividend or other distribution in respect of the Company's or a Company Subsidiary's capital stock or any direct or indirect redemption, purchase purchase, or other acquisition of the Company's or any Company Subsidiary's capital stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate of the capital stock of the CompanyCompany or any Company Subsidiary; (ivh) any increase in the compensation payable or to become payable incurrence by the Company or any Company Subsidiary of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges (but not penalties, interest or fines in respect thereof), and obligations or liabilities incurred by virtue of the execution of this Agreement; (i) issuance by the Company or any Company Subsidiary of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (j) entry by the Company or any Company Subsidiary into, or material amendment or termination of, any material commitment, contract, agreement, or transaction, other than in the ordinary course of business and other than expiration of contracts in accordance with their terms; (k) loss or, to the knowledge of the Stockholders or the Company, threatened loss of, or any material reduction or, to the knowledge of its officersthe Stockholders or the Company, directorsthreatened material reduction in revenues from, employeesany client of the Company or any Company Subsidiary who accounted for revenues during the last twelve months in excess of $250,000.00, consultants or agentschange in the relationship of the Company or any Company Subsidiary with any client or Governmental Authority which might reasonably be expected to materially and adversely affect the Company, except for ordinary and customary bonuses and salary increases for employees in accordance with past practiceany Company Subsidiary or the Business; (vl) any work interruptionschange in accounting principles, labor grievances methods or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; practices (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, any change in depreciation or amortization policies or rates) utilized by the Stockholders and their affiliatesCompany or any Company Subsidiary; (viim) discharge or satisfaction by the Company or any cancellationCompany Subsidiary of any material liability or encumbrance or payment by the Company or any Company Subsidiary of any material obligation or liability, or agreement to cancel, any indebtedness or other obligation owing to the Companythan current liabilities paid in its ordinary course of business consistent with past custom and practices; (viiin) sale, lease or other disposition by the Company or any increase in the Company's indebtedness, Company Subsidiary of any tangible assets other than accounts payable incurred in the ordinary course of business; (ix) , or sale, assignment or transfer by the Company or any planCompany Subsidiary of any trademarks, agreement service marks, trade names, corporate names, copyright registrations, trade secrets or arrangement granting other intangible assets or disclosure of any preferential rights to purchase or acquire any interest in any of the assets, property or rights proprietary confidential information of the Company or requiring consent of any party Company Subsidiary to any person other than Compass, and the transfer other Founding Companies and assignment of any such assetstheir respective officers, property or rightsemployees and agents; (xo) capital expenditures or commitments therefor by the Company or any purchase Company Subsidiary in excess of $50,000.00 individually or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of $100,000.00 in the ordinary course of the Company's businessaggregate; (xip) any waiver mortgage, pledge or other encumbrance of any material rights or claims asset of the CompanyCompany or any Company Subsidiary or creation of any easements, Liens or other interests against or on any of the Real Property (hereinafter defined); (xiiq) any material breachadoption, amendment or termination of any material contractEmployee Plan (hereinafter defined) or increase in the benefits provided under any Employee Plan, agreement, license, permit or other right promise or commitment to which the Company is a party or undertake any of its property is subjectthe foregoing in the future; or (xiiir) any transaction by an occurrence or event not included in clauses (a) through (q) that has resulted or is expected to result in a material adverse effect on the business, operations, property, assets, condition (financial or otherwise), operating results, liabilities, employee, customer or supplier relations or business prospects of the Company outside the ordinary course of businessor any Company Subsidiary (a "Company Material Adverse Effect").

Absence of Certain Changes or Events. Since August Except as set forth on Schedule 3.26 or on any other schedule contemplated by this Agreement, since December 31, 19962004, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (ia) any damage, destruction or casualty loss to the physical properties of the Company or to the physical properties of any third parties that are located on the Company’s premises or within the Company’s control (whether or not covered by insurance), (b) alone any event or circumstance that would have a Material Adverse Effect, (c) any entry into any transaction, commitment or agreement (including, without limitation, any borrowing) material to the Company, except transactions, commitments or agreements in the aggregateordinary course of business consistent with past practice, materially adversely affecting the properties or business of the Company; (iid) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in cash, stock or property with respect of to the capital stock or other securities of the Company, any direct or indirect redemptionrepurchase, purchase redemption or other acquisition by the Company of any of the capital stock of the Company; (iv) or other securities, or any increase in the compensation payable agreement, arrangement or to become payable commitment by the Company to do so, (e) any sale, transfer or other disposition of, or the Stockholders creation of any Lien upon, any part of the assets of the Company, tangible or any of its officers, directors, employees, consultants or agentsintangible, except for ordinary sales of inventory and customary bonuses use of supplies and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition collections of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred receivables in the ordinary course of business; business consistent with past practice, or any cancellation or forgiveness of any debts or claims by the Company that are material (ixeither individually or in the aggregate), (f) any plan, agreement loss of any customers or arrangement granting any preferential rights to purchase or acquire any interest in any suppliers of the assetsCompany, property any loss of business or rights increase in the cost of inventory items or change in the terms offered to such customers or, to the Best of the Company’s Knowledge, any change in the relations of the Company with its customers or requiring consent of any party to the transfer and assignment of any such assets, property suppliers or rights; (xg) any purchase capital expenditure (including any capital leases) or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction commitment therefor by the Company outside the ordinary course in excess of business$50,000, in each event with respect to items (a)-(g) hereof that would be reasonably likely to have a Material Adverse Effect.

Absence of Certain Changes or Events. Since August 31Except as set forth on ------------------------------------ Schedule 3.7, 1996since the Company Balance Sheet Date the Company has conducted its business only in the ordinary course consistent with past practice, and there has not been (a) any material adverse change Company Material Adverse Effect, (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the businessCompany Interests or the Equity Interests of any of the Company Subsidiaries, operations, properties, assets, liabilities, condition (financial other than dividends or other), results distributions by any direct or indirect wholly-owned subsidiary of operations or prospects of the Company to the Company, nor(c) any split, combination or reclassification of any of the Membership Interests or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for any Membership Interests, (d) any granting by the Company or any of the Company Subsidiaries to any Representative of the Company or any of the Company Subsidiaries of (x) any increase in compensation except in the ordinary course of business consistent with prior practice or as disclosed was required under employment agreements as in SCHEDULE 4.8 has there been: effect on the Company Balance Sheet Date or (y) any right to participate in (by way of bonus or otherwise) the profits of the Company or any of the Company Subsidiaries, (e) any granting by the Company or any of the Company Subsidiaries to any Representative of the Company or any of the Company Subsidiaries of any award of cash or other benefit (i) which is contingent upon consummation of the Transaction or (ii) which is contingent upon the termination of such representation, employment, consulting or other services as a result of or relating to the consummation of the Transaction, (f) any increase or change in severance or termination pay payable to any Representative of the Company or any of the Company Subsidiaries in excess of that to which such Representative was entitled under an employment, consulting, severance or termination agreement in the form in which such agreement existed as of March 31, 2000, (g) any entry into, assumption of or renewal or modification of, any employment, consulting, severance or termination agreement with any Representative of the Company or any of the Company Subsidiaries'(other than agreements entered into in the ordinary course of business (i) for the provision of services which do not constitute customary employee-type services or (ii) for the provision of game show related production services or (iii) which constitute at-will employment relationships), (h) any damage, destruction or loss (loss, whether or not covered by insurance) alone , other than any such damages, destruction or losses which, in the aggregate, materially adversely affecting are not material to the properties or business assets and operations of the Company; Company or any of the Company Subsidiaries, or (iii) any change in accounting methods, principles or practices by the authorized capital stock of the Company or in its securities outstanding or any Company, except insofar as may have been required by a change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessGAAP.

Absence of Certain Changes or Events. Since August Except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto and except as expressly contemplated by this Agreement or otherwise already disclosed to Parent, since December 31, 19962015, the Group Companies have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice and there has not been been: (a) any material adverse change in the businessfinancial condition, operations, properties, assets, liabilities, condition (financial business or other), results of their operations or prospects of any circumstance, event, occurrence or development which has had, or would reasonably be expected to have, individually or in the Companyaggregate, nor, except as disclosed in SCHEDULE 4.8 has there been:a Material Adverse Effect; (i) any damagedeclaration, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in with respect to any shares of share capital of the capital stock Company or any direct of its Subsidiaries (except for dividends or indirect other distributions by any Subsidiary to the Company or to any wholly-owned Subsidiary of the Company) or (ii) any redemption, purchase repurchase or other acquisition of any share capital of the capital stock Company or any of its Subsidiaries, except (A) the withholding of Company’s securities to satisfy Tax obligations with respect to Company Share Awards or (B) the acquisition by the Company of its securities in connection with the forfeiture of Company Share Awards or (C) the acquisition by the Company of its securities in connection with the net exercise of Company Share Awards in accordance with the terms thereof; (ivc) any change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (d) any making or revocation of any material Tax election, any settlement or compromise of any material Tax liability, or any change (or request to any taxing authority to change) of the method of accounting of the Company or any of its Subsidiaries for Tax purposes; (e) (i) any material increase in the compensation or benefits payable or to become payable by the Company to the Stockholders its officers or any of its officers, directors, employees, consultants or agents, employees (except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of businessbusiness and consistent with past practice) or (ii) any establishment, adoption, entry into or amendment of any collective bargaining, bonus, profit sharing, equity, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee with the title of vice president (or its equivalent) or above, except to the extent required by applicable Laws; (ixf) any plan, agreement amendment to the memorandum and articles of association (or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights other similar governing instrument) of the Company or requiring consent any of any party to the transfer and assignment of any such assets, property or rightsits Subsidiaries; (xg) any purchase or acquisition adoption of, resolution to approve or agreementpetition or similar proceeding or order in relation to, a plan of complete or arrangement to purchase partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or acquire, any property, rights or assets outside other reorganization of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its Subsidiaries; (h) any receiver, trustee, administrator or other similar Person appointed in relation to the affairs of the Company or its property is subjector any part thereof; or (xiiii) any transaction by agreement to do any of the Company outside the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since August 31the Balance Sheet Date, 1996, the Company and the Company Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and there has not been any material adverse any: (a) change in the business, operations, properties, assets, liabilities, condition (financial or other)condition, results of operations or prospects business of the CompanyCompany or any Company Subsidiary having, norin the aggregate, except as disclosed in SCHEDULE 4.8 has there been:a Company Material Adverse Effect; (ib) any damage, destruction or loss (whether or not covered by insurance) alone with respect to any assets of the Company or any Company Subsidiary or their businesses causing, in the aggregate, materially adversely affecting the properties or business of the Companya Company Material Adverse Effect; (iic) any change in the authorized capital stock of by the Company or any Company Subsidiary in its securities outstanding accounting methods, principles or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentspractices; (iiid) revaluation by the Company or any declaration Company Subsidiary of any of their respective assets in any material respect; (e) declaration, setting aside or payment of any dividend dividends or distribution distributions in respect of the capital stock shares of Company Stock or any direct or indirect redemption, purchase or other acquisition of any securities of the capital stock of the CompanyCompany or any Company Subsidiary, except as set forth in Section 2.3, above; (f) stock split, reclassification, subdivision, exchange or any other change in the Company’s authorized or issued capital stock, grant of any stock option or right to purchase shares of Company Stock or issuance of any Company Stock or security convertible into Company Stock, grant of any registration rights, purchase, redemption, retirement, or other acquisition by the Company of any shares of any Company Stock, except as set forth in Section 2.3, above; (g) amendment to the Articles of Incorporation or By-Laws of the Company or any Company Subsidiary; (h) any (i) grant of severance or termination pay (unless required by law) to any director, officer, or employee of the Company or any Company Subsidiary, (ii) entry into any employment, deferred compensation (based upon the meaning of such term prior to the adoption of Code Section 409A), or other similar agreement (or any material amendment to any such existing agreement) with any director, officer, or employee of the Company or any Company Subsidiary, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements, (iv) increase in compensation, bonus, or other benefits payable to directors, officers, or employees of the Company or any Company Subsidiary, in each case other than those required by written contractual agreements or in the aggregate to any individual in an amount not to exceed $75,000, (v) adoption of, or any increase in the compensation payable payments to or to become payable by benefits under any Company Plan; or (v) acceleration of, or amendment or change to, the period of exercisability, vesting, or exercise price of options, restricted stock, stock bonus, or other awards granted under any Company to the Stockholders Plan or authorization of cash payments in exchange for any options, restricted stock, stock bonus, or other awards granted under any of its officerssuch plans except, directorsin each case, employees, consultants as carried out in the ordinary course or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practiceotherwise required under applicable law or the existing terms of Company Plans or agreements; (vi) entry into, termination of, or receipt of notice of termination of (i) any work interruptionslicense, labor grievances or claims fileddistributorship, dealer, sales representative, joint venture, credit, or any proposed lawsimilar agreement, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (viii) any sale contract or transfer, transaction involving a total remaining commitment by or to the Company or any agreement to sell or transferCompany Subsidiary of at least Twenty-Five Thousand Dollars ($25,000), any material assets, properties or rights except purchases of the Company to any person, including, without limitation, the Stockholders inventory and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred sales of goods and services in the ordinary course of business; (ixj) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest sale (other than sales in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business), lease, or other disposition of any asset or property of the Company or any Company Subsidiary or mortgage, pledge, or imposition of any Lien on any material asset or property of the Company or any Company Subsidiary, including the sale, lease, or other disposition of any of the Intellectual Property Rights, except sales of assets or property of the Company or any Company Subsidiary with a fair market value of less than Twenty-Five Thousand Dollars ($25,000) in connection with capital replacement in the ordinary course of business; (k) cancellation or waiver of any debts, claims or rights with a value to the Company or any Company Subsidiary in excess of Twenty-Five Thousand Dollars ($25,000); (l) any incurrence, assumption, or guarantee by the Company or any Company Subsidiary of any indebtedness for borrowed money; (m) a material change to any tax election or any settlement or consent to any claim or assessment relating to taxes incurred, or any incurrence of any obligation to make any payment of, or in respect of, any taxes, except in the ordinary course of business, or agreement to extend or waive the statutory period of limitations for the assessment or collection of taxes; (n) any entry by the Company or any Company Subsidiary into any joint venture, partnership, or limited liability company or operating agreement with any Person; (o) any granting by the Company or any Company Subsidiary of a Lien on any material property or assets of the Company or any Company Subsidiary; or (p) agreement, whether oral or written, by the Company or any Company Subsidiary to do any of the foregoing.

Absence of Certain Changes or Events. Since August 31Except for transactions specifically contemplated in this Agreement and as otherwise set forth on Schedule 3.7 to the Disclosure Memorandum, 1996since the Company Balance Sheet Date until the date of this Agreement: (a) the Business of the Company has been conducted only in, and the Company has not taken any action with respect to the Business except in, the ordinary course of business; (b) there has not occurred any Company Material Adverse Effect; (c) there has been no material damage, destruction or loss affecting the Business or the assets or properties used by the Company in the Business; and (d) the Company has not taken, or agreed or committed to take, any of the following actions in respect of the Business: (i) authorized any single capital expenditure that is in excess of $60,000 or capital expenditures that are, in the aggregate, in excess of $120,000; (ii) other than in the ordinary course of business consistent with past practice, there has not been any material adverse change in the business(A) grant of severance or termination pay (unless required by law or Contract) to any manager, operationsofficer, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock employee of the Company engaged in or in its securities outstanding otherwise relating to the Business; (B) entry into any employment, deferred compensation, Employee Benefit Plan or other similar Contract (or any change amendment to any such existing agreement or Employee Benefit Plan) with any officer, or employee of the Company engaged in or otherwise relating to the Stockholders' ownership interests Business; (C) increase in benefits payable under any existing severance or any grant termination pay policies or employment Contract relating to the Business; or (D) increase in compensation, bonus, or other benefits payable to officers, or employees of any optionsthe Company relating to the Business, warrants, calls, conversion rights or commitmentsin each case other than those required by written contractual agreements entered into prior to the Company Balance Sheet Date; (iii) made any declaration material change with respect to accounting methods, practices or payment of any dividend procedures, or distribution in respect of the capital stock internal accounting control, inventory, investment, credit, or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Companyallowance; (iv) any increase in the compensation payable paid, discharged or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, satisfied any material assets, properties Claim or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtednessmaterial Liability, other than accounts payable the payment, discharge or satisfaction in the ordinary course of business of material Claims and material Liabilities reflected or reserved against in the Company Balance Sheet or incurred in the ordinary course of business; (ixv) forgiven, cancelled or deferred any plan, agreement material indebtedness or arrangement granting waived any preferential rights to purchase or acquire any interest in any of the assets, property Claims or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rightsmaterial value; (xvi) purchased or sold, transferred, licensed or otherwise disposed of any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights material properties or assets outside of (real, personal or mixed, tangible or intangible), except in the ordinary course of the Company's business; (xivii) modified or amended any waiver of any material rights or claims of the CompanyAssumed Contract; (xiiviii) disposed of, permitted to lapse, or instructed or consented to a lapse of, any material breachRegistered IP, amendment or termination except in the ordinary course of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subjectbusiness; or (xiiiix) made or approved any transaction by the Company outside material write-off or material write-down or any determination to materially write-off or write-down any of its assets or properties, other than in the ordinary course of business.

Absence of Certain Changes or Events. Since August 31, 1996Between the Balance Sheet Date and the date of this Agreement, there has not been any material adverse change in the businesswere no changes, operationsevents, propertiesoccurrences or circumstances that, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting constitute a Company Material Adverse Effect. Except as disclosed in the properties Filed Company SEC Documents, between the Balance Sheet Date and the date of this Agreement, the Company and its Subsidiaries carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and there was not: (a) any revaluation by the Company or business any of its Subsidiaries of any material assets, or any material change in any financial or tax accounting methods, principles or practices by the CompanyCompany or any of its Subsidiaries, other than as required by GAAP or applicable Law; (iib) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend (whether in cash, stock or other property) or other distribution in respect of the capital stock Company’s securities or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company’s securities; (ivc) any increase split, combination, subdivision or reclassification of Company Capital Stock or any issuance or the authorization of any issuance of any securities in the compensation payable respect of, in lieu of or to become payable by in substitution for shares of Company Capital Stock; (d) any amendment of any material term of any outstanding security of the Company to the Stockholders or any of its officersSubsidiaries; (e) any damage, directorsdestruction or loss, employeeswhether or not covered by insurance, consultants that individually or agentsin the aggregate constitutes a Company Material Adverse Effect; (f) any material Tax election or any settlement or compromise of any material Tax liability, or any change in any annual Tax accounting period or method of Tax accounting, any filing of any amendment to a Tax Return, any entry into any closing agreement relating to any material Tax, any surrender of any right to claim a material Tax refund, or any consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (g) any issuance by the Company or any of its Subsidiaries of any notes, bonds or other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities, except for (i) the granting of Options under the Company Stock Plans and (ii) the issuance of any Company Common Stock pursuant to the exercise of Options; (h) any incurrence, assumption or guarantee by the Company or any of its Subsidiaries of any indebtedness for borrowed money; (i) any creation or assumption by the Company or any of its Subsidiaries of any Lien on any material assets; (j) any making of any loan, advance or capital contributions to or investment in any entity or person by the Company or any of its Subsidiaries, other than loans, advances or capital contributions to or investments in wholly owned subsidiaries and advances to employees for reimbursable travel and other business expenses incurred in the ordinary and customary bonuses and salary increases for employees in accordance course of business consistent with past practice; (vk) any work interruptions, labor grievances or claims filed, entry by the Company or any proposed law, regulation of its Subsidiaries into any Contract related to the acquisition or event or condition disposition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; assets (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred assets acquired in the ordinary course of business); (ixl) any planincrease in the benefits under, agreement or arrangement granting the establishment, material amendment or termination of, any preferential rights Company Plan, including any Company Stock Plan, or any grants, awards, or benefits thereunder, or any increase in the compensation, bonus or bonus opportunity payable or to purchase become payable to or acquire any interest other material change in the employment terms for any of the assetsdirectors, property officers, employees or rights consultants of the Company or requiring consent any of any party to the transfer and assignment of any such assets, property or rightsits Subsidiaries; (xm) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which entry by the Company is a party or any of its property is subjectSubsidiaries into any employment, consulting, severance, termination, change-of-control or indemnification agreement with any director, officer, employee or consultant of the Company or any of its Subsidiaries, or any other agreement with any such person, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, or any material amendment of any such agreement; or (xiiin) any transaction authorization of, or agreement by the Company outside or any of its Subsidiaries to take, any of the ordinary course of businessactions described in this Section 3.6.

Absence of Certain Changes or Events. Since August 31Except as contemplated by this ------------------------------------ Agreement, 1996since January 1, 1998, there has not been (a) any damage, destruction or casualty loss to the physical properties of the Company (whether or not covered by insurance), materially and adversely affecting the business, operations, prospects or financial condition of the Company, (b) any material adverse change in the business, operations, properties, assets, liabilities, financial condition (financial or other), results of operations or prospects of the Company, nor(c) any entry into any transaction, commitment or agreement (including, without limitation, any borrowing) material to the Company, except as disclosed transactions, commitments or agreements in SCHEDULE 4.8 has there been: the ordinary course of business consistent with past practice, and which, if occurring after the date hereof, would be in compliance with Section 4.1, (id) any damagedeclaration, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in cash, stock or property with respect of to the Company's capital stock or other securities, any direct or indirect redemptionrepurchase, purchase redemption or other acquisition by the Company of any of the capital stock of or other securities, or any agreement, arrangement or commitment by the Company; Company to do so, (ive) any increase that is material in the compensation payable or to become payable by the Company to the Stockholders or any of its directors, officers, directors, employees, consultants employee or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances agents or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the rate or terms of any bonus, or other employee benefit plan, payment or arrangement made to, for or with any such directors, officers, employees or agents, (f) any sale, transfer or other disposition of, or the creation of any Lien upon, any part of the Company's indebtednessassets, other than tangible or intangible, except for sales of inventory and use of supplies and collections of accounts payable incurred receivables in the ordinary course of business; business consistent with past practice, or any cancellation or forgiveness of any debts or claims by the Company, (ixg) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest change in any of the assets, property or rights relations of the Company with or requiring consent loss of its customers or suppliers, of any party loss of business or increase in the cost of inventory items or change in the terms offered to customers, which would materially and adversely affect the transfer and assignment of any such assetsbusiness, property operations or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course financial condition of the Company's business; , or (xii) any waiver of capital expenditure (including any material rights capital leases) or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction commitment therefor by the Company outside the ordinary course in excess of business$50,000.

Absence of Certain Changes or Events. Since August 31(i) From January 1, 19962011 to the date of this Agreement, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent in all material respects with past practice and there has not been (A) any material adverse change in the businessMaterial Adverse Effect or any state of facts, operationschange, propertiesdevelopment, assetsevent, liabilitieseffect, condition condition, occurrence, action or omission that is reasonably likely to have a Material Adverse Effect (financial or otherincluding any Material Adverse Effect resulting from an occurrence prior to January 1, 2011), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (iB) any damagedeclaration, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ capital stock or any other equity or voting interests, except for dividends by a direct or indirect redemptionwholly owned Subsidiary of the Company to its parent, purchase (C) any split, combination or other acquisition reclassification of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders ’s or any of its officersSubsidiaries’ capital stock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, directorsin lieu of or in substitution for shares of capital stock of, employeesor other equity or voting interests in, consultants the Company or agentsany of its Subsidiaries, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (vD) any work interruptions, labor grievances grant or claims filed, payment by the Company or any proposed lawof its Subsidiaries to any current or former director, regulation officer, employee, contractor or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights consultant of the Company to or any personof its Subsidiaries (collectively, including, without limitation, the Stockholders and their affiliates; (vii“Company Personnel”) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) of any increase in the Company's indebtednessany type of compensation or benefits, other than accounts payable incurred except in the ordinary course of business; business consistent with past practice, (ixE) any plan, agreement adoption or arrangement granting any preferential rights to purchase establishment of or acquire any interest in entry by the Company or any of its Subsidiaries into, any amendment of, modification to or termination of, or agreement to amend, modify or terminate, or any termination of (or announcement of an intention to amend, modify or terminate), (1) any employment, deferred compensation, change in control, severance, termination, employee benefit, loan, indemnification, retention, equity or equity-based compensation, consulting or similar Contract between the assetsCompany or any of its Subsidiaries, property on the one hand, and any Company Personnel, on the other hand, (2) any trust or rights insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Company Personnel (all such Contracts under this clause (E), including any such Contract that is entered into on or after the date of this Agreement, collectively, “Benefit Agreements”), except in the ordinary course of business consistent with past practice with respect to Company Personnel who are not directors or officers of the Company or requiring consent any of its Subsidiaries, (F) the taking of any party action to accelerate, or that is reasonably likely to result in the transfer and assignment acceleration of, the time of vesting or payment of any such assetsrights, property compensation, benefits or rights;funding obligations under any Benefit Plan or Benefit Agreement or otherwise, (G) any material change in financial or Tax accounting methods, principles or practices by the Company or any of its Subsidiaries, except insofar as may have been required by GAAP or applicable Law, (H) any material Tax election or change in any material Tax election or any settlement or compromise of any material Tax liability or (I) any material write-down by the Company or any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries. (xii) any purchase or acquisition ofSince January 1, or agreement2011, plan or arrangement to purchase or acquireeach of the Company and its Subsidiaries has continued all pricing, any propertysales, rights or assets outside of receivables and payables practices in accordance with the ordinary course of business consistent with past practice and has not engaged, except in the Company's business; ordinary course of business consistent with past practice, in (xiA) any waiver trade loading practices or any other promotional sales or discount activity with any customers with the effect of any material rights accelerating to prior fiscal quarters (including the current fiscal quarter) sales to the trade or claims of the Company; otherwise that would otherwise be expected to occur in subsequent fiscal quarters, (xiiB) any material breachpractice that would have the effect of accelerating to prior fiscal quarters (including the current fiscal quarter) collections of receivables that would otherwise be expected to be made in subsequent fiscal quarters, amendment or termination (C) any practice that would have the effect of any material contract, agreement, license, permit or other right postponing to which subsequent fiscal quarters payments by the Company is a party or any of its property is subject; or Subsidiaries that would otherwise be expected to be made in prior fiscal quarters (xiiiincluding the current fiscal quarter) or (D) any transaction by the Company outside the ordinary course of businessother promotional sales or discount activity.

Absence of Certain Changes or Events. Since August 31the Latest Balance Sheet, 1996, the Company has conducted its business in the ordinary course consistent with past practice and there has not been any: (a) Material Adverse Effect, and no event, fact or circumstances has occurred that, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect; (b) in a single transaction or a series of related transactions, sale (including by sale-leaseback), lease, license, pledge, transfer, disposition of or other imposition of any material adverse Lien on any assets which, individually or in the aggregate, have a fair market value in excess of $25,000, other than sales of inventory in the ordinary course of business and consistent with past practice; (c) acquisition of or agreement to acquire by merging with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, limited liability company, association or other business entity, in a transaction or series of related transactions; (d) change in accounting methods, principles or practices by the business, operations, properties, assets, Company affecting any of its liabilities, condition (financial or other), results of operations or prospects business; (e) revaluation by the Company of any of its Properties, including without limitation, any write-offs, increases or decreases in any reserves or any write-up or write-down of the value of inventory, property, plant, equipment or any other Property or any change in any assumptions underlying, or facts relating to, or methods of calculating, any bad debt, contingency or other reserves other than listed on Schedule 3.9; (f) issuance by the Company of, or commitment to issue, any common stock or other equity securities or obligations or any securities convertible into or exchangeable or exercisable for equity securities; (g) Indebtedness incurred, assumed or guaranteed by the Company or any commitment to incur Indebtedness entered into by the Company, noror any loans made or agreed to be made by the Company; (h) increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee or any severance or termination pay, except for increases in the ordinary course of business, consistent with past practice or as disclosed in SCHEDULE 4.8 has there been:required by law or any existing agreement and except for cost of living adjustments and other increases consistent with past practice other than as set forth on the Disclosure Schedules; (i) granting of any bonus, incentive compensation, service, award or other like benefit to any officer or employee except in accordance with plans or arrangements disclosed on the Disclosure Schedules; (j) incurrence or imposition of a Lien on any of the assets or other Properties of the Company; (k) damage, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially an aggregate amount exceeding $25,000 and adversely affecting the properties financial condition, assets, liabilities, Properties, business, results of operation or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vil) delay or failure to pay or perform any sale obligation (including accounts payable) of the Company when due; (m) acceleration, prepayment or transferperformance of any account receivable or any Indebtedness or other material obligation owed to the Company before it is due or otherwise owed; (n) termination, amendment, modification or waiver of, or any agreement to sell breach, violation or transferdefault by any party under, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliatesContract; (viio) any cancellationforgiveness, waiver or agreement to cancel, extend repayment of any indebtedness Indebtedness or other material obligation owing owed by or to the Company; (viiip) disposition or lapse of any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in use any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims Proprietary Rights of the Company; (xiiq) contract, agreement or transaction with any material breachAffiliate of the Company, amendment any officer, director, stockholder or termination employee of the Company or any family member of any material contractsuch person; (r) declaration, agreement, license, permit setting aside or payment of any dividend or other right distribution or payment (whether in cash, property or equity interests) with respect to which the capital stock of the Company, or any redemption, purchase or acquisition of any of the securities of the Company; (s) material change in the federal, state or local tax liability of the Company; (t) capital expenditures or commitments for additions to any Property of the Company is constituting capital assets in an aggregate amount exceeding $50,000 and not previously contained in a party or any of its property is subjectcapital budget furnished to the Purchaser; or (xiiiu) agreement to take or agree to take any transaction by of the Company outside the ordinary course of businessactions described in subsections (a) through (t) above.

Absence of Certain Changes or Events. Since August December 31, 19962014, (a) the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice, (b) there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (iiA) any change in the authorized capital stock financial condition, business or results of their operations or any circumstance, occurrence or development of which the Company has Knowledge, that has had or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsis reasonably likely to have a Company Material Adverse Effect, warrants, calls, conversion rights or commitments; (iiiB) any declaration declaration, setting aside or payment of any dividend or other distribution in with respect to any shares of share capital of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, Subsidiaries (except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; dividends or other distributions by any Subsidiary to the Company or to any Subsidiary of the Company); (vC) any work interruptionsmaterial change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (D) any making or revocation of any material Tax election, labor grievances any settlement or claims filedcompromise of any material Tax liability, or any proposed law, regulation change (or event or condition of request to any character materially adversely affecting the business or future prospects taxing authority to change) any material aspect of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights method of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights accounting of the Company or requiring consent any of its Subsidiaries for Tax purposes; (E) any party amendment to the transfer memorandum and assignment articles of any such assets, property association (or rights; (xother similar governing instrument) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subjectSubsidiaries; or (xiiiF) any transaction by adoption of, resolution to approve or petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of the Company outside or any of its Subsidiaries; (G) any receiver, trustee, administrator or other similar Person appointed in relation to the ordinary course affairs of businessthe Company or its property or any part thereof; or (H) any agreement to do any of the foregoing .

Absence of Certain Changes or Events. Since August 31the Balance Sheet Date, 1996except as set forth in Section 4.5 of the Company Ancillary Agreement, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there beenany: (ia) Material Adverse Change; (b) change in accounting methods, principles or practices affecting in any material respect the Company; (c) damage, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially and adversely affecting the properties or business of the Company; (iid) cancellation of any change in the authorized capital stock indebtedness or waiver or release of any right or claim of the Company or in its securities outstanding or any change excess of $10,000 in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsaggregate; (iiie) any declaration declaration, setting aside, or payment of any dividend dividends or distribution in respect of distributions by the capital stock Company, or any direct or indirect redemption, purchase or other acquisition of any of the capital stock securities of the Company; (ivf) any increase in the rate of compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights Representative of the Company to any person, (other than compensation increases for non-officer employees of the Company made in the Ordinary Course) including, without limitation, the Stockholders making of any loan (except travel advances, if any, made in reasonable amounts and their affiliates; (viiin the Ordinary Course) any cancellationto, or agreement to cancelthe payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any indebtedness such Person, or other obligation owing to the Company; (viii) any increase in the Company's indebtednessaddition to, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition modification of, or agreement, plan or arrangement contribution to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit Plan or other right arrangement to which the Company is a party or otherwise is bound; (g) Material Adverse Change in employee relations which has or is reasonably likely to have a Material Adverse Effect; (h) amendment (except in the Ordinary Course), cancellation or termination of any material Contract, transaction or Permit relating to the Company or to which the Company is a party, or entry by the Company into any Contract or transaction which is not in the Ordinary Course, including, without limitation, any employment or consulting agreements; (i) mortgage, pledge or other material Encumbrance of any of its property the Assets, other than Permitted Encumbrances; (j) sale, assignment or transfer of any of the Assets; (k) incurrence of indebtedness by the Company for borrowed money or commitment to borrow money entered into by the Company or loans made or agreed to be made by the Company or indebtedness guaranteed by the Company; (l) incurrence by the Company of any Liabilities (except Liabilities incurred in the Ordinary Course not in excess of an aggregate of $10,000); (m) payment, discharge or satisfaction of any Liabilities of the Company other than the payment, discharge or satisfaction in the Ordinary Course; (n) capital expenditure by the Company in excess of $10,000 in the aggregate, or the incurring of any obligation by Company to make any capital expenditure in excess of $10,000; (o) failure to pay or satisfy when due or other default in respect of any material Liability of the Company; (p) disposition of any Company Intellectual Property which is subjectmaterial to the Company; or (xiiiq) any transaction agreement by the Company outside to do any of the ordinary course of businessthings described in the preceding clauses (a) through (p) other than as expressly provided for herein.

Absence of Certain Changes or Events. Since August 31, 1996Between the date of the Company Balance Sheet and the date hereof, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: : (i) any damageMaterial Adverse Effect with respect to Company, destruction or loss (whether or not covered by insurance) alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change declaration, setting aside or payment of any dividend on, or other distribution (whether in the authorized cash, stock or property) in respect of, any of Company’s capital stock, or any purchase, redemption or other acquisition by Company of any of Company’s capital stock or any other securities of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, callscalls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, conversion rights or commitments; (iii) any declaration split, combination or reclassification of any of Company’s capital stock, (iv) any granting by Company of any increase in salary or fees or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or bonus to become payable by the Company to the Stockholders or any of its directors or executive officers, directorsin any case, employeesin excess of 10% of any such amount prior to such increase, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptionsmaking of any loan or providing any advance to their directors or employees (other than employee advances for travel, labor grievances or claims filedentertainment and relocation expenses made in the ordinary course of business consistent with past practices), or any proposed law, regulation or event or condition granting by Company of any character materially adversely affecting increase in severance or termination pay or any entry by Company into, or modification or amendment of, any currently effective employment, severance, termination or indemnification Contract or any Contract the business benefits of which are contingent, or future prospects the terms of which are altered, upon the occurrence of a transaction involving Company of the Company; nature contemplated hereby, (vi) any sale change or transferalteration in the policy of Company relating to the granting of stock options or other equity compensation to their directors, employees and consultants, (vii) entry by Company into, or material modification, amendment or cancellation of, any agreement licensing or other Contract with regard to sell the use, acquisition or transferlicensing of any material Intellectual Property (as defined in Section 2.9) other than licenses, assignment agreements, or other similar Contracts entered into in the ordinary course of business consistent with past practice, (viii) entry by Company into, or material modification, amendment or cancellation of, any material Contract other than in the ordinary course of business consistent with past practice, (ix) any material change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, (x) any material revaluation by Company of any of its material assets, properties including writing off notes or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, accounts receivable other than accounts payable incurred in the ordinary course of business; , other than those agreed to in writing by Parent, (ixxi) any plan, agreement cancellation by Company of any debts or arrangement granting waiver of any preferential rights to purchase or acquire any interest in any of the assets, property claims or rights of the Company material value, or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (xxii) any purchase sale, transfer or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets other disposition outside of the ordinary course of the Company's business; (xi) any waiver business of any material rights properties or claims of the assets (real, personal or mixed, tangible or intangible) by Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of business.

Absence of Certain Changes or Events. Since August Except as set forth in Section 3.07 of the Disclosure Schedules, since December 31, 1996, 2009 (i) there has not been occurred any material adverse change in the businesschange, operationsevent, propertiescircumstance or development that has had, assetsor would, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting reasonably be expected to have, a Material Adverse Effect, (ii) the properties Business Subsidiaries have conducted the Business in the ordinary course consistent with past practice and have not taken any action or business failed to take any action that, if taken or not taken, as applicable, would have required Buyer’s consent under Section 5.01(ii), and (iii) there has not been any: (a) change in the certificate of incorporation, bylaws or similar organizational documents of any of the CompanyBusiness Subsidiaries; (iib) grant of any change in the authorized capital stock Lien on any of the Company or in its securities outstanding Shares, any other shares of the Business Subsidiaries, or any change in Assets or Purchased Assets, other than Permitted Liens or Liens that will be released at or prior to the Stockholders' ownership Closing; (c) merger or consolidation of any of the Business Subsidiaries with any Person or liquidation or dissolution of any Business Subsidiary, except inactive Business Subsidiaries; (d) acquisition of any business or line of business; (e) issuance or sale of any additional shares of, or other equity interests in, the Business Subsidiaries, or any securities convertible into or exchangeable for such shares or equity interests, or issuance or grant of any options, warrants, calls, conversion subscription rights or commitmentsother rights of any kind to acquire additional shares, such other equity interests or such securities; (iiif) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business, (i) assignment, sale, transfer, conveyance, lease, sublease or other disposition of any tangible property, securities or tangible assets other than to another Business Subsidiary; (ii) license, sale, disposition of, purchase or acquisition of (other than to or from another Business Subsidiary) any material Intellectual Property; or (iii) failure to make any filings or renewals, or to pay any fees, necessary to maintain or protect any material Intellectual Property, software licenses or domain name registrations; (ixg) material loan, advance or capital contribution to or investment in any planPerson, agreement other than loans, advances, capital contributions or arrangement granting any preferential rights to purchase investments between or acquire any interest in among any of the assetsBusiness Subsidiaries and/or the Selling Corporations; (h) incurrence, property creation, assumption or rights other liability for any Debt or assumption, guarantee, endorsement or other responsibility or liability for the obligations of any other individual, corporation or other entity (other than the obligations of any of the Company Business Subsidiaries); (i) request or requiring consent requirement for the acceleration of the payment of any party amounts owed to any Business Subsidiary, deferral of the transfer and payment of any material accounts payable, entry into any sale-leaseback contract with respect to any asset or revaluation of any assets of the Business (whether tangible or intangible), including writing off notes or accounts receivable, accelerating, settling, discounting or compromising any accounts receivable or reversing any reserves with respect thereto; (i) creation of any subsidiaries not permitted pursuant to clause (d) above, or (ii) alteration through merger, liquidation, reorganization or restructuring or in any other fashion the corporate structure or ownership of any of the Business Subsidiaries, other than, with respect to this clause (ii), in connection with the winding up or dissolution of inactive Business Subsidiaries; (k) material amendment or modification of the practices, policies or procedures of the Business Subsidiaries relating to regulatory compliance; (l) (i) initiation of any material Action or (ii) settlement or compromise of any material Actions or investigations or waiver, release or assignment of any such assetsmaterial rights or claims, property except, in the case of this clause (ii), where the amount payable by or rightsto any Business Subsidiary is less than $250,000 in the aggregate; (xm) except as may have been required pursuant to the terms of a Seller Plan, Subsidiary Plan, Employment Agreement, collective bargaining agreement or applicable Law: (i) establishment of any purchase new, or acquisition material amendment or termination of any existing, Seller Plan, Subsidiary Plan, or collective bargaining agreement (other than amendments or modifications to existing Seller Plans, where such amendment or modification was generally applicable to Business Employees and other employees of Seller and its Affiliates and was not an enhancement of severance pay or termination benefits); (ii) entry into or material amendment or termination of any existing Employment Agreement; (iii) acceleration of the vesting, material payment or funding of any compensation or benefits under, any material Subsidiary Plan; or (iv) grant of any new, or increase in any existing, entitlement to severance pay or termination benefits to any Business Employee; (n) material change in any method of financial accounting or financial accounting practice or policy used by the Business in the preparation of its financial statements, including with respect to reserves for excess or obsolete inventory, doubtful accounts or reserves, depreciation or amortization policies or rates, billing and invoicing policies, or payment or collection policies or practices, other than such changes that are required by US GAAP or applicable Law; (o) entry into any material contract with Seller or any of its Affiliates (other than other Business Subsidiaries); (p) termination or material amendment, modification to or waiver of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver assignment of any material rights or claims of the Companywith respect to, any Material Contract; (xiiq) any material breach, amendment or termination other than in the ordinary course of business (i) making of any material contractTax election; (ii) change of any annual Tax accounting period or material method of Tax accounting; (iii) amendment to any material Tax Return; (iv) entry into any material closing agreement or settlement any material Tax claim, agreementaudit or assessment; (r) material change in the customary methods of operations of any Business Subsidiary or the Business, licenseincluding practices and policies relating to marketing, permit or other right to which the Company is a party or any of its property is subjectselling and pricing; or (xiiis) entry into any transaction by legally binding commitment with respect to any of the Company outside the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since August 31Except as disclosed in the Company SEC Documents filed prior to the date hereof or in Company Disclosure Schedule 3.09, 1996or as otherwise expressly permitted or expressly contemplated by this Agreement, since Company Balance Sheet Date, there has not been (i) any material adverse change or development in the business, operations, properties, assets, liabilities, condition (financial or otherotherwise), results of operations operations, cash flows or prospects properties of the CompanyCompany or any of its Subsidiaries which has had, noror would reasonably be expected to have, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting a Material Adverse Effect with respect to Company, and to the properties Knowledge of Company, no fact or business of condition exists which is reasonably likely to cause a Material Adverse Effect with respect to Company in the Company; future, (ii) any change in the authorized capital stock of the by Company or any of its Subsidiaries in its securities outstanding accounting methods, principles or any change practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in the Stockholders' ownership interests or any grant of any optionsby Company’s independent accountants, warrants, calls, conversion rights or commitments; (iii) any declaration entry by Company or any of its Subsidiaries into any contract or commitment of (A) more than $100,000 or (B) $50,000 per annum with a term of more than one year, other than loans and loan commitments in the ordinary course of business, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the any capital stock of Company or any direct of its Subsidiaries or indirect any redemption, purchase or other acquisition of any of its securities, other than in the capital stock ordinary course of the Company; business consistent with past practice, (ivv) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable by the to any directors, officers or employees of Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filedSubsidiaries, or any proposed law, regulation grant of severance or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfertermination pay, or any agreement contract or arrangement entered into to sell make or transfergrant any severance or termination pay, any material assets, properties or rights payment of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellationbonus, or agreement to cancel, the taking of any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred action not in the ordinary course of business; business with respect to the compensation or employment of directors, officers or employees of Company or any of its Subsidiaries, (vi) any material election made by Company or any of its Subsidiaries for federal or state income tax purposes, (vii) any material change in the credit policies or procedures of Company or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, or (ix) any planmaterial lease of real or personal property entered into, agreement or arrangement granting any preferential rights to purchase or acquire any interest other than in any of the assets, connection with foreclosed property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of in the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since August 31Except as disclosed in the Company SEC Documents filed prior to the date hereof or in Schedule 3.12 of the Company Disclosure Schedule, 1996or as otherwise expressly permitted or expressly contemplated by this Agreement, since June 30, 2009, there has not been (i) any material adverse change or development in the business, operations, properties, assets, liabilities, condition (financial or otherotherwise), results of operations operations, cash flows or prospects properties of the CompanyCompany or any of its Subsidiaries which has had, noror would reasonably be expected to have, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting a Company Material Adverse Effect, and to the properties or business knowledge of the Company; , no fact or condition exists which is reasonably likely to cause a Company Material Adverse Effect in the future, (ii) any change in the authorized capital stock of by the Company or any of its Subsidiaries in its securities outstanding accounting methods, principles or any change practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Stockholders' ownership interests or any grant of any optionsCompany’s independent accountants, warrants, calls, conversion rights or commitments; (iii) any declaration entry by the Company or any of its Subsidiaries into any contract or commitment of (A) more than $100,000 or (B) $100,000 per annum with a term of more than one year, other than loans and loan commitments in the ordinary course of business, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the any capital stock of the Company or any direct of its Subsidiaries or indirect any redemption, purchase or other acquisition of any of its securities, other than in the capital stock ordinary course of the Company; business consistent with past practice, (ivv) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable by to any directors, officers or employees of the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filedSubsidiaries, or any proposed law, regulation grant of severance or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfertermination pay, or any agreement contract or arrangement entered into to sell make or transfergrant any severance or termination pay, any material assets, properties or rights payment of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellationbonus, or agreement to cancel, the taking of any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred action not in the ordinary course of business; business with respect to the compensation or employment of directors, officers or employees of the Company or any of its Subsidiaries, (vi) any material election made by the Company or any of its Subsidiaries for federal or state income tax purposes, (vii) any material change in the credit policies or procedures of the Company or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, or (ix) any planmaterial lease of real or personal property entered into, agreement or arrangement granting any preferential rights to purchase or acquire any interest other than in any of the assets, connection with foreclosed property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of in the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since August 31Except as set forth in Section 2.9 of the Company Schedule or in the Unaudited Financial Statements, 1996or as otherwise provided in this Agreement, since January 10, 2006, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: : (i) any damageMaterial Adverse Effect on the Company, destruction (ii) any declaration, setting aside or loss payment of any dividend on, or other distribution (whether in cash, stock or not covered by insuranceproperty) alone or in the aggregaterespect of, materially adversely affecting the properties or business any of the Company; ’s stock, or any purchase, redemption or other acquisition by the Company of any of the Company’s capital stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iiiii) any split, combination or reclassification of any of the Company’s capital stock, (iv) any granting by the Company of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company of any increase in severance or termination pay or any entry by Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (v) entry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, (vi) any material change by the Company in its accounting methods, principles or practices, (vii) any change in the authorized capital stock auditors of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsCompany, warrants, calls, conversion rights or commitments; (iiiviii) any declaration or payment issuance of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; , other than pursuant to the Company’s Stock Option Plans in the ordinary course, (ivix) any increase in the compensation payable or to become payable revaluation by the Company to the Stockholders or of any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, writing down the Stockholders and their affiliates; (vii) value of capitalized inventory or writing off notes or accounts receivable or any cancellation, or agreement to cancel, any indebtedness or other obligation owing to sale of assets of the Company; (viii) any increase in the Company's indebtedness, Company other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan whether written or arrangement oral, to purchase or acquire, do any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since August Except as set out in Schedule 4.10, since December 31, 19962017, there has not been any material adverse change Material Adverse Change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the CompanyCompany or the Business and no such Material Adverse Change is pending or, norto the knowledge of the Vendor, threatened. Without limiting the generality of the foregoing, except as disclosed in SCHEDULE 4.8 Schedule 4.9 or as otherwise contemplated by this Agreement, the Company has there beennot: (ia) made any damagematerial change in the operations or in the manner of conducting the Business; (b) suffered any event, destruction violation or other matter that could reasonably be expected to have a Material Adverse Effect or suffered any material casualty loss (whether insured or not covered by insurancenot) alone or in the aggregate, materially condemnation or other taking adversely affecting the properties Company or business of the CompanyBusiness; (iic) entered into any employment Contract or commitment (whether oral or written) or compensation arrangement or employee benefit plan, or changed or committed to change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants agents or agentsconsultants, or made any pension, retirement, profit-sharing, bonus or other employee welfare or benefit payment or contribution; (d) declared, paid or made, or set aside for payment or making, any dividend or other distribution in respect of its common shares or other capital or securities, or directly or indirectly redeemed, repurchased or otherwise acquired any of its common shares or other capital or securities or subdivided or in any way reclassified or changed any of the terms or provisions of its common shares or other capital or securities; (e) sold, transferred or leased any property or assets to, or entered into or amended any transactions, agreements arrangements with or for the benefit of, any of the Vendor or any of their respective Affiliates or Associates, except for ordinary the reimbursement of business expenses of a usual and customary bonuses nature and salary increases not exceeding, in the aggregate, $5,000.00; (f) made or proposed any change in the accounting or Tax principles, practices or methods of the Company, including its practices or terms relating to Accounts Payable or Accounts Receivable or made or proposed any change in any policy or practice relating to pricing, investments, credit, inventory, bad debt, contingency or other reserves, except for employees such changes which are required by GAAP or any Laws; (g) incurred any liability except for current liabilities not constituting Indebtedness that are (i) reflected on the Interim Balance Sheets, or (ii) incurred after September 30, 2018 in accordance the ordinary course of business consistent with past practice; (vh) cancelled or waived any work interruptions, labor grievances rights with respect to any material debts or claims filed, other obligations owed to or any proposed law, regulation or event or condition Claims held by the Company (including the settlement of any character materially adversely affecting Claims, litigation or other proceeding); (i) accelerated or delayed collection of Accounts Receivable generated by the business Business in advance of or future prospects beyond their regular due dates when the same otherwise would have been collected; (j) terminated or amended or suffered the termination or amendment of any Contract pursuant to which the Company would receive in respect of the Business from any Person or pay to any Person more than $25,000 in any calendar year or disposed of or permitted to lapse any Intellectual Property used by the Company; (k) made any capital expenditures or commitments for additions to property, plant or equipment constituting capital assets of the Company; (vil) sold, transferred or leased any sale property or transfer, or any agreement to sell or transfer, any material assets, properties or rights assets of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred except in the ordinary course of business; (ixm) entered into any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition oftransaction involving, or agreementsuffered any development affecting, plan or arrangement to purchase or acquirethe Company, any property, rights or assets outside of except in the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subjectbusiness consistent with past practice; or (xiiin) agreed, whether in writing or otherwise, to take any transaction by the Company outside the ordinary course of businessaction described in this Section 4.10.

Absence of Certain Changes or Events. Since August 31Except as set forth in Section 4.08 of the Company Disclosure Schedule, 1996or as expressly contemplated by this Agreement, since January 1, 2011, the Company and its subsidiaries have conducted their respective businesses in the ordinary course consistent with past practice and as of the date of this Agreement there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there beenoccurred: (ia) any damageEffect, including any damage to, destruction or loss of any asset of the Company or any of its subsidiaries (whether or not covered by insurance) alone ), constituting or in the aggregate, materially adversely affecting the properties or business of the Companythat would reasonably be expected to have a Material Adverse Effect; (iib) any change payment of any dividend, or other distribution or capital return in respect of any Company Common Stock, or any redemption, repurchase or other acquisition by the authorized capital Company or any of its subsidiaries of any Company Common Stock (other than as may have been effected under the Retirement Plan); (c) any issuance or sale of stock, other securities, or any option, warrant or other securities convertible or exchangeable for stock or other securities of the Company or in any of its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentssubsidiaries; (iiid) any declaration material change in any method of accounting or payment of any dividend or distribution in respect of accounting practice used by the capital stock Company or any direct or indirect redemptionof its subsidiaries, purchase or other acquisition of any of the capital stock of the Companythan such changes as are required by GAAP; (ive) any increase in the compensation payable payable, or to become payable payable, by the Company to the Stockholders or any of its officers, directors, employees, consultants subsidiaries to any director or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights officer of the Company to or any personof its subsidiaries under any employment, includingdeferred compensation, without limitation, severance or similar agreement entered into or amended by the Stockholders and their affiliates; (vii) Company or any cancellationof its subsidiaries except entering into any new employment agreement providing for compensation of less than $100,000 per annum, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtednesscoverage or benefits available under any benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives, other than accounts payable incurred increases, payments or provisions which are in normal amounts and are made in the ordinary course of businessbusiness consistent with past practice, or which are made pursuant to a contractual obligation or required by applicable Law; (ixf) any plansale, assignment, transfer, lease, license or other disposition, or agreement to sell, assign, transfer, lease, license or arrangement granting any preferential rights to purchase or acquire any interest in otherwise dispose of, any of the assets, property or rights fixed assets of the Company or requiring consent any of any party its subsidiaries that would reasonably be expected to the transfer and assignment of any such assets, property or rightshave a Material Adverse Effect; (xg) any purchase acquisition (by merger, consolidation or other combination, or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights of stock or assets outside of the ordinary course of the Company's business; (xior otherwise) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which by the Company is a party or any of its property is subjectsubsidiaries of any corporation, partnership or other business organization, or any division thereof, that would reasonably be expected to have a Material Adverse Effect; or (xiiih) any transaction by action or event that would require Parent’s consent under Section 6.01 if such action or event had occurred after the Company outside the ordinary course date of businessthis Agreement.

Absence of Certain Changes or Events. Since August 31Except as set forth on Schedule 3.8 hereto, 1996since the date of the most ------------ recent audited financial statements included in the SEC Documents, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with prior practice, and there has not been (a) any material adverse change change, (b) any declaration, setting aside or payment of any dividend or other distribution (whether in the businesscash, operations, properties, assets, liabilities, condition (financial stock or other), results of operations or prospects property) with respect to any of the Company, nor's capital stock, except as disclosed for regular dividends on the Series D Shares and Series C Shares in SCHEDULE 4.8 has there been: accordance with the terms thereof, (c) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (d) (i) any granting by the Company or any Subsidiary to any officer of the Company of any increase in compensation, (ii) any granting by the Company or any Subsidiary to any officer, employee, director or consultant of any increase in severance or termination pay or (iii) any entry by the Company or any Subsidiary into any written employment agreement, or any severance or termination agreement or arrangement with any officer, employee, director or consultant, (e) any damage, destruction or loss (to property, whether or not covered by insurance) alone , that, individually or in the aggregate, materially adversely affecting has not been cured and would not be reasonably expected to have, individually or in the properties or business of the Company; aggregate, a material adverse effect, (iif) any change in the authorized capital stock of accounting methods, principles or practices by the Company or in its securities outstanding any Subsidiary, (g) any delivery of a notice of non-renewal or any change in the Stockholders' ownership interests other failure to renew contracts or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of agreements between the Company or requiring consent any Subsidiary, on the one hand, and hospitals, clinics, medical or healthcare providers, health maintenance organizations or other customers or third party payors, on the other hand, which are material, individually or in the aggregate, except that any such event shall not be deemed material for this purpose to the extent that the Company has obtained new or additional contracts as replacements thereof, or (h) any loss of any party to employee who earned more than $100,000 in the transfer most recent fiscal year (in salary, bonus and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businesscash compensation).

Absence of Certain Changes or Events. Since August 31Except as set forth on Schedule ------------------------------------ -------- 4.9, 1996since the date of the Latest Balance Sheet, each of the Company and the --- Company Subsidiaries has conducted its business only in the ordinary course consistent with past custom and practices. Except as set forth on Schedule 4.9, ------------ since the date of the Latest Balance Sheet, there has not been any any: (a) material adverse change in the business, operations, propertiescondition (financial or otherwise), operating results, assets, liabilities, condition (financial employee or other), results of operations client relations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been:Company or any Company Subsidiary; (ib) any damage, destruction or loss (of any property owned by the Company or any Company Subsidiary, or used in the operation of the Business, whether or not covered by insurance, having a replacement cost or fair market value in excess of five percent (5%) alone or of the amount of net property, plant and equipment shown on the Latest Balance Sheet, in the aggregate, materially adversely affecting the properties or business of the Company; (iic) voluntary or involuntary sale, transfer, surrender, cancellation, abandonment, waiver, release or other disposition of any change in the authorized capital stock of kind by the Company or in its securities outstanding any Company Subsidiary of any right, power, claim, or any change debt, except the collection of accounts and billing of work-in-process, each in the Stockholders' ownership interests or any grant ordinary course of any options, warrants, calls, conversion rights or commitmentsbusiness consistent with past custom and practices; (iiid) strike, picketing, boycott, work stoppage, union organizational activity, allegation, charge or complaint of employment discrimination or other labor dispute or similar occurrence that is reasonably expected to adversely affect the Company, a Company Subsidiary or the Business; (e) loan or advance by the Company or any declaration Company Subsidiary to any Person, other than as a result of services performed for, or expenses properly and reasonably advanced for the benefit of, customers in the ordinary course of business consistent with past custom and practices; (f) notice (formal or otherwise) of any liability, potential liability or claimed liability relating to environmental matters; (g) declaration, setting aside, or payment of any dividend or other distribution in respect of the Company's capital stock or other equity interests or any direct or indirect redemption, purchase purchase, or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, or any Company Subsidiary's capital stock or other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition ofequity interests, or agreementthe payment of principal or interest on any note, plan bond, debt instrument or arrangement debt to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; Affiliate (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessas defined in Section ------- 15.

Absence of Certain Changes or Events. Since August 31Except as disclosed in Section 4.24 of the Company Disclosure Schedule, 1996from the date of the Balance Sheet to the date of this Agreement, except as contemplated by this Agreement: (i) the Company has conducted its businesses in the ordinary course consistent with past practice; (ii) there has not been occurred any material adverse change in the businessevent, operationschange, propertieseffect or development that, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting has had or would reasonably be expected to result in Material Adverse Change in respect of the properties Company; and (iii) and during such period there has not been: (a) any event, change, effect or business development that, individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Change in respect of the Company; (iib) any change split, combination or reclassification of any Company Share Capital or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Shares Capital; (c) (A) any granting by the authorized capital stock Company to any director, officer or employee of the Company of any increase in compensation; (B) any granting by the Company to any such director, officer or employee of any increase in its securities outstanding severance or termination pay; or (C) any change entry by the Company into any employment, severance or termination agreement with any such director, officer or employee, in each case, other than in the Stockholders' ownership interests ordinary course of business consistent with past practice or any grant of any options, warrants, calls, conversion rights or commitmentsas permitted by this Agreement; (iiid) any declaration or payment incurrence of any dividend or distribution in respect of the capital stock or any direct or indirect redemptionmaterial indebtedness, purchase or other acquisition of any of the capital stock of by the Company; (ive) any increase termination or material amendment of any Contract that is material to the Company taken as a whole to which the Company is a party, and the Company has not entered into any new Contract that is material to the Company with any Person, except in the compensation payable or to become payable by the Company to the Stockholders or any ordinary course of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance business consistent with past practice; (vf) any work interruptionschange in accounting methods, labor grievances principles or claims filed, or any proposed law, regulation or event or condition of any character practices by the Company materially adversely affecting the business consolidated assets, liabilities or future prospects results of operations of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase except insofar as may have been required by a change in the Company's indebtedness, other than accounts payable incurred in the ordinary course of business; (ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subjectGAAP; or (xiiig) any transaction material elections with respect to Taxes by the Company outside or settlement or compromise by the ordinary course Company of businessany material Tax liability or refund.

Absence of Certain Changes or Events. Since August 31Except as disclosed in the Company SEC Documents filed prior to the date hereof or in Company Disclosure Schedule 3.09, 1996or as otherwise expressly permitted or expressly contemplated by this Agreement, since the Company Balance Sheet Date, there has not been (i) any material adverse change or development in the business, operations, properties, assets, liabilities, condition (financial or otherotherwise), results of operations operations, cash flows or prospects properties of the CompanyCompany or any of its Subsidiaries which has had, noror would reasonably be expected to have, except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, destruction or loss (whether or not covered by insurance) alone individually or in the aggregate, materially adversely affecting a Material Adverse Effect with respect to Company, and to the properties Knowledge of Company, no fact or business of condition exists which is reasonably likely to cause a Material Adverse Effect with respect to Company in the Company; future, (ii) any change in the authorized capital stock of the by Company or any of its Subsidiaries in its securities outstanding accounting methods, principles or any change practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in the Stockholders' ownership interests or any grant of any optionsby Company’s independent accountants, warrants, calls, conversion rights or commitments; (iii) any declaration entry by Company or any of its Subsidiaries into any contract or commitment of (A) more than $100,000 or (B) $50,000 per annum with a term of more than one year, other than loans and loan commitments in the ordinary course of business, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the any capital stock of Company or any direct of its Subsidiaries or indirect any redemption, purchase or other acquisition of any of its securities, other than in the capital stock ordinary course of the Company; business consistent with past practice, (ivv) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable by the to any directors, officers or employees of Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; Subsidiaries (v) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred normal salary adjustments to employees made in the ordinary course of business; business consistent with past practices), or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any action not in the ordinary course of business with respect to the compensation or employment of directors, officers or employees of Company or any of its Subsidiaries, (vi) any material election made by Company or any of its Subsidiaries for federal or state income tax purposes, (vii) any material change in the credit policies or procedures of Company or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, or (ix) any planmaterial lease of real or personal property entered into, agreement or arrangement granting any preferential rights to purchase or acquire any interest other than in any of the assets, connection with foreclosed property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of in the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (xiii) any transaction by the Company outside the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since August 31the date of the Company Balance Sheet, 1996the Company has conducted its business in the ordinary course consistent with past practice and, since such date, there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there beenoccurred: (ia) any event, damage, destruction or loss (loss, whether or not covered by insurance) alone insurance or in the aggregatenot, materially adversely affecting the properties which has had or business of reasonably is expected to have a material adverse effect on the Company; (iib) any entry by the Company into a commitment or transaction material to the Company, which is not in the ordinary course of business consistent with prior practice; (c) any change in the authorized capital stock of by the Company in accounting principles, methods or in its securities outstanding or any practices, except insofar as may have been required by a change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsGAAP; (iiid) any declaration declaration, payment or setting aside for payment of any dividend dividends or distribution distributions in respect to shares of the capital stock Company Stock, or any direct or indirect redemption, purchase or other acquisition of any shares of the capital stock of the CompanyCompany Stock; (ive) any cancellation of any debts or waiver or release of any right or claim of the Company individually or in the aggregate material to the Company, whether or not in the ordinary course of business; (f) any revaluations by the Company of any of its assets or liabilities, including without limitation, writing-off notes or accounts receivable; (g) any material increase in the rate or terms of compensation payable or to become payable by the Company to any Company Personnel; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the Stockholders credit of any Company Personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company for any of its officers, directors, employees, consultants or agents, Company Personnel except for ordinary and customary bonuses and salary increases for employees contributions in accordance with past practiceprior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Company Balance Sheet; (vh) any work interruptionsadoption of a plan of liquidation or resolutions providing for the liquidation, labor grievances dissolution, merger, consolidation or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects other reorganization of the Company, other than in connection with the transactions contemplated hereby; (vii) any purchase, acquisition or sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of by the Company to of any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (viii) any increase in the Company's indebtednessassets, other than accounts payable incurred in the ordinary course of business; (ixj) any planmaterial addition to, agreement or arrangement granting any preferential rights to purchase material modification of, the Employee Plans, arrangements or acquire any interest in any of practices existing on the assets, property or rights date of the Company or requiring consent Balance Sheet which affect any Company Personnel (other than accelerated vesting of any party to Company Options which will be triggered upon the transfer and assignment consummation of any such assets, property or rightsthe transactions contemplated by this Agreement); (xk) any purchase or acquisition ofamendment, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment cancellation or termination of any material contractMaterial Contract, agreementincluding, licensewithout limitation, permit license or sublicense, or other right instrument to which the Company is a party or to which the Company or any of its property the assets of the Company is subjectbound; (l) any failure to pay when due any material obligation of the Company; (m) any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of their personnel, and to preserve for the Company the goodwill of their customers and others having business relations with the Company except for such failures that would not have a material adverse effect on the Company; (n) any commitment to borrow money entered into by the Company, or any loans made or agreed to be made by the Company, involving more than $50,000 individually or $250,000 in the aggregate; (o) any liabilities incurred by the Company involving $50,000 or more individually and $250,000 or more in the aggregate, other than (i) liabilities incurred in the ordinary course of business consistent with past practices, and (ii) the advance made by Parent to the Company as evidenced by that certain Convertible Promissory Note dated as of November 14, 2000 by the Company in favor of Parent (the "ADVANCE"); (p) any payment, discharge or satisfaction of any material liabilities of the Company or any material capital expenditure of the Company, other than (i) the payment, discharge or satisfaction in the ordinary course of business consistent with prior practice of liabilities reflected or reserved against in the Financial Statements or incurred in the ordinary course of business consistent with prior practice since the date of the Company Balance Sheet, and (ii) any capital expenditures involving $50,000 or less individually and $250,000 or less in the aggregate; (q) any amendment of the Company Charter or Company Bylaws; or (xiiir) any transaction agreement by the Company outside to do any of the ordinary course things described in the preceding clauses (a) through (q) of businessthis Section 3.10, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes or Events. Since August 31Except as set forth in SCHEDULE 3.07, 1996from the date of the Balance Sheet, the Company has conducted its business only in the ordinary course, substantially in the same manner as previously conducted, and during such period there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the Company, nor, except as disclosed in SCHEDULE 4.8 has there beenany: (ia) any damageevent, destruction change, effect or loss (whether or not covered by insurance) alone development that, individually or in the aggregate, materially adversely affecting the properties has had or business of could reasonably be expected to have a Material Adverse Effect on the Company; (iib) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any optionsdeclaration, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment or resolution to pay of any dividend or other distribution (whether in cash, stock or property) with respect to any shares of the capital stock Company Shares or any direct or indirect redemption, purchase or other acquisition repurchase for value by the Company of any shares of the capital stock of the CompanyCompany Shares; (ivc) split, combination or reclassification of the Company Shares or any increase issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the compensation payable Company Shares; (d) (i) granting, or agreement to become payable grant, by the Company to any employee, director or executive officer of the Stockholders Company, of any increase in compensation, except as was required under employment agreements in effect as of the date of the Balance Sheet and delivered to the Buyer, or (ii) any granting by the Company or to any such employee, director or executive officer of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the Balance Sheet and delivered to the Buyer; (e) change in accounting methods, principles or practices by the Company materially affecting the combined consolidated assets, liabilities or results of operations of the Company, taken as a whole, except insofar as may have been required by a change in the accounting principles and policies stated by the INSTITUTO DE CONTABILIDAD Y AUDITORIA DE CUENTAS ("I.C.A.C."); (f) incurrence of Indebtedness; (g) waiver of any right under any Contract or any Permit; (h) sale, lease, license or other disposition of its officers, directors, employees, consultants or agentssubjecting to any Lien any properties or assets of the Company, except for sales of excess or obsolete assets in the ordinary and customary bonuses and salary increases for employees in accordance course of business consistent with past practice; (vi) any work interruptions, labor grievances or claims filed, or any proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company to any person, including, without limitation, the Stockholders and their affiliates; (vii) any cancellation, acquisition or agreement to cancelacquire any assets for use in connection with the Company that is material, any indebtedness individually or other obligation owing in the aggregate, to the Company; (viii) any increase in the Company's indebtedness, other than accounts payable incurred except purchases of assets in the ordinary course of businessbusiness consistent with past practice; (ixi) waiver of any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property claims or rights of related to the Company or requiring consent (ii) waiver of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition benefits of, or agreement, plan or arrangement agreement to purchase or acquiremodify in any manner, any propertyconfidentiality, rights standstill or assets outside of the ordinary course of the Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right similar agreement to which the Company Company, any Guarantor or the Seller is a party or any of its property is subjectand relating to the Company; or (xiiik) termination or failure to renew any transaction by the Company outside the ordinary course Contract, or termination or failure to renew, or receipt of businessany written threat (that was not subsequently withdrawn) to terminate or failure to renew, any Permit.