Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as set forth on Schedule 5.5, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has not: (a) incurred any Indebtedness; (b) delayed, postponed or cancelled the payment of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 5.5, the “Developments Schedule,” since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015the date of the Stub Period Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practiceof business, and the Company has not: (a) incurred any Indebtednesssuffered a Material Adverse Effect; (b) delayedsold, postponed leased, assigned, licensed or cancelled the payment transferred any of accounts payable its material assets or any portion thereof (other Liability, the purchase than sales of inventory, in each case, in the ordinary course of business, or sales of obsolete assets) or mortgaged, pledged or subjected them to any additional Lien, except for Permitted Liens; (c) made any material capital expenditures or commitments therefor either (i) in excess of $50,000, individually or in the replacement of inoperableaggregate, worn out or obsolete assets (ii) otherwise in a manner that is not consistent with assets of comparable quality, other than in the Company’s existing budget for capital expenditures or outside the ordinary course of business consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past custom and practice; (d) failed suffered any damage, destruction or loss to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company;its material assets or portion thereof (whether or not covered by insurance) (e) made created, incurred, assumed or guaranteed any material Tax election Indebtedness; (f) amended or changed an annual accounting periodauthorized the amendment of its articles of incorporation or bylaws (or equivalent organizational documents); (g) entered into any agreement, made any material change in its cash management practices or in any method of accounting or accounting policiescontract, lease, or made any write-down in the value of its inventory that is material license either involving more than $50,000 or outside the ordinary course of business; (h) accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license either involving more than $50,000 or outside the ordinary course of business consistent with past practice, except to the extent required by applicable law (or GAAPhad any other party thereto take such action); (fi) suffered made any changecapital investment in, event any loan to, or condition whichany acquisition of the securities or other assets of, any Person; (j) delayed or postponed the payment of accounts payable or other Liabilities outside the ordinary course of business; (k) cancelled, compromised, waived, or released any right or claim either involving more than $50,000 (individually or in the aggregate, has had ) or could reasonably be expected to have a Material Adverse Effectoutside the ordinary course of business; (gl) cancelled issued, sold or waived transferred any right of its capital stock or claim (other equity securities, securities convertible into its capital stock or series of related other equity securities or warrants, options or other rights and claims) related to acquire its capital stock or other equity securities, or any Purchased Assetbonds or debt securities; (hm) agreeddeclared or made any payment or distribution of cash or other property to holders of its capital stock or equity interests, or purchased or redeemed any capital stock or equity interests; (n) made any changes in any employee compensation, benefits, severance or termination agreement other than routine salary increases in the ordinary course of business; (o) received any notice or other indication from any customer (whether orally formal or informal) with respect to any warranty claims, termination of contracts or work orders, or disputes as to amounts billed in writing, excess of $50,000; or (p) agreed to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 5.5As of the date of this Agreement, since June 30, 2015the date of the Most Recent Balance Sheet, there has occurred no fact, event or circumstance which which, individually or in the aggregate, has had or could would reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and or as set forth on Schedule 5.53.5, since June 30, 2015the date of the Most Recent Balance Sheet, the Company has and its Subsidiaries have conducted its their business only in the ordinary course consistent with past practiceof business, and and, without limiting the generality of the foregoing, the Company has and its Subsidiaries have not: (a) incurred issued any Indebtednessnotes, bonds or other debt securities or any Equity Interests; (b) delayeddeclared, postponed set aside or cancelled made any payment or distribution of cash or other property with respect to the payment Company’s Stock or other Equity Interests or purchased, redeemed or otherwise acquired any shares of accounts payable the Company’s Stock or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practiceEquity Interests; (c) sold, assigned, transferred, pledged (or otherwise subjected to a Lien other than a Permitted Lien), leased, licensed, failed to maintain licensed or abandoned any of their material assets, except in the Purchased Assetsordinary course of business; (d) made or granted any bonus or any wage or salary increase, or taken made or granted any action that could reasonably be expected to result increase in the losspayments or benefits under any employee benefit plan or arrangement, lapse or abandonment of amended or terminated any Company Intellectual Property Rightsexisting employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, except (i) sales of inventory in each case in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures as required to be made in the ordinary course to preserve and maintain the Assets of the Companyby applicable Law; (e) made capital expenditures or commitments therefor in excess of $100,000 individually, or $250,000 in the aggregate, except in the ordinary course of business; (f) delayed beyond when due in accordance with its terms or canceled the payment of any material Tax election accounts payable or changed an annual accounting periodany other liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable, except in the ordinary course of business; (g) suffered any damage, destruction or casualty loss exceeding $100,000 in the aggregate, whether or not covered by insurance; (h) made any material change in its their cash management practices or in any method of accounting or accounting policies, or ; (i) made any write-down purchase of or any agreement to purchase assets (other than inventory purchased in the value of its inventory that is material or outside of the ordinary course of business consistent with past practicepractices) for an amount in excess of $10,000 for any one purchase or $25,000 for all such purchases or any lease or any agreement to lease, except to as lessee, any capital assets with payments over the extent required by applicable law or GAAPterm thereof exceeding an aggregate of $10,000; (fj) suffered made any changeloan or advance to any Person, event other than loans or condition which, individually or advances to employees in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectordinary course of business; (gk) cancelled made any modification, waiver, change, amendment, release, rescission, or waived termination of, or accord and satisfaction with respect to, any right material term, condition, or claim (or series provision of related rights and claims) related to any Purchased Asset;Material Contract, other than in the ordinary course of business; or (hl) agreed, whether orally or in writing, to do any of the foregoing; (m) to the Knowledge of the Company, been the subject of any disciplinary or other similar action, proceeding, or investigation taken by any Government Entity.

Absence of Certain Developments. Except as set forth on Schedule 5.5, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and or as set forth on Schedule 5.53.6, since June 30, 2015, the date of the Most Recent Balance Sheet: (a) the Company has conducted its business Business only in the ordinary course consistent with past practice, and the Company has not: (a) incurred any Indebtedness; (b) delayed, postponed or cancelled the payment of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practice; (b) the Company has not suffered any damage, destruction or casualty loss exceeding $100,000 in the aggregate, whether or not covered by insurance, or experienced any material changes in the amount and scope of insurance coverage; (c) there has occurred no fact, event or circumstance which, individually or in the aggregate, has had or will have a Material Adverse Effect; (d) the Company has used all commercially reasonable efforts to preserve the relationships with its customers, workforce, suppliers, and others having business dealings with the Business; (e) the Company has not amended or authorized any amendment of its Governing Documents or corporate structure; (f) the Company has not (i) issued, delivered, sold, assigned, transferred, leasedgranted, licensedpledged, disposed of or otherwise encumbered any equity securities of the Company, or granted any options, calls, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock, (ii) paid any Indebtedness, declared, set aside or paid any dividends or distributions on, or made any other distributions in respect of, any securities (whether in cash or kind), in each case, such that Cash would be paid out or otherwise distributed after the Adjustment Calculation Time, (iii) split, combined or reclassified any of the outstanding securities of the Company, or (iv) purchased, redeemed or otherwise acquired or offered to acquire (directly or indirectly) or disposed of any securities of the Company; (g) the Company has not adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or merged or consolidated the Company with any other Person; (h) the Company has not failed to maintain in all material respects its books and records in accordance with GAAP or abandoned made any change in annual accounting period or any material method of accounting or Tax, pension, actuarial or accounting practice, policy, principle or procedure, except as required by any changes in the Purchased AssetsGAAP or applicable Law; prepared or filed any Tax Return inconsistent with past practice or, on any Tax Return, took any position, made any election, or taken adopted any action method that could reasonably be expected to result is inconsistent with positions taken, elections made or methods used in the loss, lapse preparing or abandonment of any Company Intellectual Property Rights, except filing similar Tax Returns in prior periods; (i) sales the Company has not made or changed any material election, filed any amended Tax Return, entered into any closing agreement with respect to Taxes, settled any Tax claim or assessment relating to the Company, surrendered any right to claim a refund of inventory Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or took any other similar action relating to the filing of any Tax Return or the payment of any Tax; (j) the Company has not failed to pay any Taxes as they became due and payable; (k) the Company has not incurred, authorized or committed to make any capital expenditure (or series of related capital expenditures) that exceeds $100,000 in the aggregate; (l) the Company has not made any capital investment in, any loan to or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $100,000 or outside the ordinary course of business consistent with past practice; (m) the Company has not made any loan (except advances in the ordinary course of business consistent with past practice) to, or (ii) disposition made, granted or replacement of furniturepromised any bonus or any wage or salary increase or made or promised any other change in employment or compensation terms for, fixtures or equipment entered into any other transaction with, any employee, officer or director, except in the ordinary course of business consistent with past practice; (dn) failed except to make the extent required by applicable Law or as contemplated in Section 3.14 herein, the Company has not entered into, adopted, amended, modified or terminated any capital expenditures required to be made in pension, retirement, welfare, bonus, profit-sharing, incentive, severance or other plan, contract, or commitment for the ordinary course to preserve and maintain the Assets benefit of any of the Companycurrent or former officers, managers or directors or any of its current or former employees of the Company or committed to do any of the foregoing (or took any such action with respect to any other Employee Plan); (eo) made the Company has not sold, leased, assigned, transferred, licensed, sublicensed, encumbered or otherwise disposed of any material Tax election or changed an annual accounting periodasset, made any material change except in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, or disclosed any Confidential Information to any Person (other than to the Purchaser, Central Can and Central Can’s representatives, agents (including lenders), attorneys and accountants), other than in the ordinary course of business in circumstances in which reasonable confidentiality restrictions have been imposed; (p) the Company has not changed its cash management practices or canceled any debts owed to or claims held by the Company; (q) the Company has not mortgaged or encumbered or permitted any of the Company’s assets to become subject to any Liens, other than Permitted Liens; (r) the Company has not entered into, terminated, modified or amended any Material Contract (other than extensions at the end of a term in the ordinary course of business consistent with past practice, which extensions shall not subject the Company to materially different terms than those to which the Company was subject under the term just ended), or waived any material default under, or released, settled or compromised any material claim against the Company or liability under any Material Contract, or entered into any new contracts, agreements, leases or subleases, except contracts or agreements made in the ordinary course of business consistent with past practice; (s) the Company has not accelerated the collection of accounts receivable, delayed the purchase of supplies, delayed capital expenditures, repairs or maintenance, or delayed payment of accounts payable or accrued expenses; (t) the Company has not made any loan or engaged in any transactions with, or entered into any contracts or agreements with, any Affiliates of the Company, except to the extent required by applicable law or GAAPany existing Material Contracts; (fu) suffered the Company has not settled any changeAction (A) involving amounts due or alleged to be due to or from the Company in an amount, event or condition which, individually or in the aggregate, has had exceeding $100,000 or could reasonably be expected to have a Material Adverse Effectwould otherwise impose any material restrictions on the business or operations of the Company; or (B) which involves any injunction or the imposition of equitable relief; (gv) cancelled the Company has not communicated with employees of the Company regarding the compensation, benefits or waived other treatment that they will receive in connection with the transactions contemplated by this Agreement, other than any right such communications which were consistent with prior directives or claim (or series of related rights and claims) related documentation provided to any Purchased Assetthe Company by Purchaser and/or Central Can; (hw) agreedthe Company has not incurred any Indebtedness, whether orally or in writingredeemed, repurchased, prepaid, defeased, canceled, incurred or otherwise acquired any Indebtedness, or entered into any contract, agreement or other arrangement to do any of the foregoing or issued or sold any debt securities or warrants or rights to acquire any debt securities of the Company or assumed, guaranteed or endorsed, or otherwise became responsible for, the obligations of any Person for borrowed money, except for such Indebtedness incurred in the ordinary course of business consistent with past practices or under the Debt Instruments in an aggregate amount not exceeding the maximum amount authorized under that agreement at any time outstanding; and (x) the Company has not taken, offered, proposed or authorized any of, or committed or agreed to take any of, the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 5.52.9, since June 30January 1, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 20152021, the Company Business has been conducted its business only in the ordinary course consistent with past practice, and the Company has notOrdinary Course of Business and: (a) incurred the Company has not (i) amended its Organizational Documents or (ii) issued, sold, granted, awarded or otherwise disposed of any IndebtednessEquity Security (except as contemplated by this Agreement); (b) delayedthe Company has not split, postponed combined or cancelled the payment reclassified any shares of accounts payable its capital stock or declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any other Liability, the purchase combination thereof) in respect of inventoryits capital stock, or the replacement of inoperable, worn out or obsolete assets made any changes with assets of comparable quality, other than in the ordinary course of business consistent with past practicerespect to its capital structure; (c) the Company has not sold, assigned, transferred, leased, licensed, transferred or otherwise disposed of any of its Assets or property (including any shares or other Equity Securities or other securities of any corporation, partnership, association or other business organization or division thereof); (d) the Company has not abandoned, dedicated to the public, or affirmatively failed to maintain take any action necessary to preserve the validity of any material Company Owned Intellectual Property or abandoned any Permit; (e) the Company has not changed the nature or scope of the Purchased Assets, Business in any material respect or commenced any new business not being ancillary or incidental to the Business or taken any action that could reasonably be expected to result in alter its organizational or management structure; (f) the Company has not permitted any of the Assets to become subject to an Encumbrance other than a Permitted Encumbrance; (g) there has been no loss, lapse destruction, damage or abandonment of eminent domain taking (in each case, whether or not insured) affecting the Business or any material Asset; (h) the Company Intellectual Property Rightshas neither increased the compensation payable or paid to nor terminated, except laid off or materially reduced the compensation of, whether conditionally or otherwise, (i) sales of inventory in the ordinary course of business consistent with past practiceany Company Employee, Company Independent Contractor or agent, or (ii) disposition any officer or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets manager of the Company; (ei) the Company has not adopted, entered into, terminated or amended any Employee Plan; (j) the Company has not made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method methods of accounting or accounting practices (including with respect to reserves) or its pricing policies, cash management, payment or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practicecredit practices, except to the extent required by applicable law or GAAPpolicies and/or procedures; (fk) suffered the Company has not filed any changeamended Tax Return; (l) the Company has not terminated or closed any Facility, business or operation; (m) no customer or supplier required to be disclosed on Schedule 2.23 has canceled, terminated, materially modified or substantially reduced its purchases, sales or commitments to do so, as applicable, or, to the Company’s Knowledge, threatened in writing to do any of the foregoing; (n) the Company has not failed to maintain any of its material Assets in accordance with the standards of the manufacturer or any other Governmental Authorities; (o) the Company has not acquired or agreed to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business of any Person or acquired any capital asset or related capital assets (except as contemplated by this Agreement); ; (p) the Company has not (i) entered into, amended or terminated, (ii) taken or omitted to take any action that would constitute a violation of or default under or (iii) waived any rights under, any Contractual Obligation with any customer or supplier required to be disclosed on Schedule 2.23, other than amendments to Contractual Obligations with customers in the Ordinary Course of Business; (q) the Company has not threatened, commenced or settled any Action; (r) the Company has not entered into any Contractual Obligation that purports to limit, curtail or restrict the Business or the kinds of businesses which it may conduct, or the Persons with whom it can compete in any market or geographical area or during any period of time or otherwise limit or restrict the ability of the Company to engage in the Business or any line of business or business activity (including employment); (s) the Company has not changed the amount of, or terminated, any insurance coverage; (t) the Company has not accelerated the payment of, or granted any discount or allowance in excess of $10,000 regarding, any Accounts Receivable; (u) the Company has not delayed the payment of any accounts payable of the Business; (v) the Company has not entered into any Contractual Obligation to do any of the things referred to elsewhere in this Section 2.9; and (w) no event or condition whichcircumstance has occurred which has had, will have or would reasonably be expected to have, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 5.5, since June Since November 30, 2015, there ------------------------------- 1996: (a) The Seller has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, operated the Company has conducted its business only Business in the ordinary course consistent with past practice, and the Company has not: (a) incurred any Indebtedness; (b) delayedThere has not been any Material Adverse Change; (c) There has not been any damage, postponed destruction or cancelled loss, whether or not covered by insurance, with respect to the payment of accounts Assets; (d) Except as set forth on Schedule 4.7(d), the Seller has not entered into any employment, deferred compensation, severance or similar agreement (nor amended any such existing agreement) or agreed to increase the compensation payable or to become payable by it to any of its directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation or disability, sick leave, deferred compensation, bonus or other Liabilityincentive compensation, the purchase of inventoryinsurance, pension or the replacement of inoperableother employee benefit plan, worn out payment or obsolete assets arrangement made to, for or with assets of comparable qualitysuch directors, officers, employees, agents or representatives (other than normal increases in the ordinary course of business consistent with past practicepractice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Seller); (ce) Except as set forth on Schedule 4.7(e), the Seller has not entered into any transaction or Contract (other than purchase orders with customers of the Seller, entered into in the ordinary course of business) having, in the aggregate, a value or requiring payments in excess of $10,000; (f) The Seller has not failed to pay and discharge current liabilities within 90 days, except where disputed in good faith by appropriate proceedings (if such proceedings are necessary); (g) The Seller has not made any loans, advances or capital contributions to, or investments in, any Person, other than loans or advances to employees in the ordinary course of business of the Seller and which, in the aggregate, do not exceed $10,000; (h) Except as set forth on Schedule 4.7(e), the Seller has not mortgaged, pledged or subjected to any Lien any of the Assets, or acquired or sold, assigned, transferred, leasedconveyed, licensedleased or otherwise disposed of any property, failed to maintain right or abandoned asset or any interest therein that otherwise would have been included as part of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except for (i) sales Permitted Exceptions, and (ii) any such properties, rights or assets or interests therein acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of inventory in the ordinary course of business consistent with past practicepractice of the Seller and which do not, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course aggregate, have a value in excess of business consistent with past practice$10,000; (di) failed The Seller has not amended, canceled, terminated, relinquished, waived or released any Contract or right that otherwise would have been included as part of the Assets, except for any such Contract that has terminated in accordance with its terms due solely to the lapse of time; (j) The Seller has not suffered any Extraordinary Loss or Extraordinary Losses (as defined in Opinion No. 30 of the Accounting Principles Board of the American Institute of Certified Public Accountants and any amendments thereto); (k) Except as set forth on Schedules 4.7(e) and 4.7(k) hereto, the Seller has not made or committed to make any capital expenditures required or capital additions or betterments to be made any of the Business in excess of $35,000 individually or $175,000 in the ordinary course to preserve and maintain the Assets of the Companyaggregate; (el) The Seller has not made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent practice with past practice, except respect to the extent Business except for any such change after the date hereof required by applicable law or reason of a concurrent change in GAAP; (fm) suffered Except as set forth on Schedule 4.7(m) hereto, the Seller has not paid any changedividend or made any distribution or other payment, event in cash or condition whichotherwise, individually or in to the aggregate, has had or could reasonably be expected to have a Material Adverse Effect;Shareholder Indemnitors; and (gn) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, The Seller has not agreed to do any of the foregoing.

Absence of Certain Developments. Except as set forth Since the Most Recent Balance Sheet Date, the Business has been conducted in the Ordinary Course of Business and, except for the matters disclosed on Schedule 5.5, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has not3.6: (a) incurred any Indebtednessno Seller has amended its Organizational Documents; (b) delayedno Seller has permitted any of the Acquired Assets to become subject to an Encumbrance other than a Permitted Encumbrance; (c) there has been no (i) material loss, postponed destruction, damage or cancelled eminent domain taking (in each case, whether or not insured) affecting the payment Purchased Business or any material Acquired Asset or (ii) shutdown or maintenance of accounts any Facility, converting equipment, foam extruding or foam forming equipment outside of the Ordinary Course of Business; (d) no Seller has increased the Compensation payable or paid, whether conditionally or otherwise, to any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable qualityOffer Employee, other than in the ordinary course Ordinary Course of business consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed Business and other than any Compensation paid to maintain or abandoned a stockholder of any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the CompanySellers; (e) made any material Tax election or changed an annual accounting period, no Seller has (i) made any material change in its cash management practices or in any method methods of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent practices (including with past practice, respect to reserves) except to the extent as required by applicable law GAAP or GAAP(ii) materially changed its policies or practices with respect to paying payables or billing and collecting receivables; (f) suffered no Seller has terminated or closed any change, event Facility or condition which, individually or in business included within the aggregate, has had or could reasonably be expected to have a Material Adverse EffectPurchased Business; (g) cancelled no Seller has written up or waived written down any right Acquired Asset which is material to the Business, or claim (or series of related rights and claims) related to any Purchased Assetrevalued its inventory; (h) agreed, whether orally or in writing, no Seller has entered into any Contractual Obligation to do any of the foregoingthings referred to elsewhere in this Section 3.6; and (i) no event or circumstance has occurred which has had a Material Adverse Effect.

Absence of Certain Developments. Except as set forth on Schedule 5.54.06 of the Disclosure Schedules, since June 30December 31, 20152022, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has not: (a) incurred sold, leased, assigned, transferred, encumbered, securitized, granted any Indebtednesslicense or sublicense in, abandoned, cancelled, permitted to lapse or otherwise disposed of any material rights, assets or properties, real or personal, tangible or intangible, including any of the foregoing shown or reflected in the Latest Balance Sheet or any Intellectual Property (including Intellectual Property Assets, other than Intellectual Property Registrations expiring at the end of their statutory terms), or disclosed any Trade Secrets of the Company except pursuant to written and binding confidentiality and non-disclosure agreements; (b) delayedvoluntarily purchased, postponed prepaid, cancelled, compromised, waived, discharged or cancelled released any rights, debts or claims (or series of related rights, debts or claims) of the payment of accounts payable Company owing to or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practiceheld by it; (c) sold(i) increased the rate or terms of compensation (including bonuses and equity-based compensation or severance) payable to any current or former employee, assignedofficer, transferreddirector, leased, licensed, failed to maintain or abandoned any individual independent contractor of the Purchased AssetsCompany with annual base compensation exceeding $100,000 (prior to any such increase) (other than annual increases or bonuses in the Ordinary Course of Business, not to exceed 5% in the aggregate or 10% for any individual), (ii) established terms for, entered into, adopted, amended or increased the coverage or benefits provided under any Employee Benefit Plan or other arrangement that would be an Employee Benefit Plan if it were in existence as of the date of this Agreement, (iii) granted, awarded or paid any equity-based award, bonus, change in control payment, severance, retention, or deferred compensation or other compensatory payment to any current or former employee, officer, director, or independent contractor of the Company (other than annual bonus increases in the Ordinary Course of Business, not to exceed 5% in the aggregate or 10% for any individual), (iv) taken any action that could reasonably be expected to result in accelerate any payment or benefit, or the loss, lapse or abandonment funding of any payment or benefit, payable or to become payable to or to forgive the indebtedness of any current or former employee, officer, director, or independent contractor of the Company, (v) hired or terminated (other than for cause) the employment or engagement of any employee, officer, director, or individual independent contractor of the Company Intellectual Property Rightswho receives (or prior to termination would have been eligible to receive) base compensation in excess of $100,000 per year, except (vi) waived, released or limited in any material respect any restrictive covenant obligation of any current or former employee, officer, director, or individual independent contractor of the Company, or (vii) entered into, modified, or extended any collective bargaining agreement or recognized any labor union, works council, labor organization or group of employees as the bargaining representative for employees of the Company; (d) (i) sales of inventory in the ordinary course of business consistent with past practiceissued any note, bond or other debt security or created, incurred, assumed or guaranteed any Indebtedness, or (ii) disposition or replacement of furniture, fixtures or equipment become subject to any other Liability (except current Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practice; (dBusiness or Immaterial Liabilities) failed to make any capital expenditures required to be made in excess of $25,000 per Liability or $200,000 in the ordinary course to preserve and maintain the Assets of the Companyaggregate; (e) made any material Tax election loans or changed an annual accounting periodadvances to, made or guarantees for the benefit of, or otherwise become liable for the Indebtedness or other legal obligation of, any material change in its cash management practices or in any method of accounting or accounting policiesPerson, or made any write-down investments in the value or acquisition of its inventory that is material any assets or outside Equity Interests of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAPany Person; (f) suffered made any capital expenditures or commitments therefor in the aggregate in excess of $100,000; (g) adopted or changed (or made a request to any Governmental Entity to change) any policy or practice of accounting or annual accounting period, event other than as required by GAAP or condition whichapplicable Law, individually including not having changed cash management customs and practices (including with respect to maintenance of working capital balances or any reserves, collection of accounts or other amounts receivable, payment of accounts or other amounts payable, accrued Liabilities and other Liabilities and pricing and credit policies) or, since the date of the Latest Balance Sheet, having changed conduct related to cash management in any manner whatsoever, including as a result of or in connection with COVID-19; (h) delayed or postponed the aggregatepayment of accounts or other amounts payable or other Liabilities or accelerated the collection of any accounts or other amounts receivable outside the Ordinary Course of Business, or made any change in accounting practices or policies, including not having changed conduct related to cash management customs and practices (including with respect to maintenance of working capital balances, collection of accounts receivable, payment of accounts payable, accrued liabilities and other liabilities and pricing and credit policies) or, since the date of the Latest Balance Sheet, having changed conduct related to cash management in any manner whatsoever, including as a result of or in connection with COVID-19; (i) engaged in any promotional sales, customer rebates, discount or price reduction or other activity that has had or could would reasonably be expected to have a Material Adverse Effectthe effect of accelerating to pre-Closing periods sales that otherwise would be expected to occur in post-Closing periods; (gj) cancelled instituted or waived permitted any material change in the conduct of the Company’s business, or any change in its method of purchase, sale, lease, management, marketing, promotion or operation; (k) entered into any Contract that would constitute a Material Contract or Permit, or accelerated, amended, modified, cancelled, terminated or granted any waiver or given any consent or release with respect to any Material Contract or Permit; (l) become subject to any obligation that prohibits the Company from freely engaging in the Business anywhere in the world or that otherwise materially restricts any activities of the Company; (m) experienced any material Loss (whether or not covered by insurance); (n) made, changed or rescinded methods, annual accounting period, policies or elections, adopted or changed (or made a request to any Governmental Entity to change) any method, policy or practice of accounting, filed any amended Tax Return or prepared or taken any position on any Tax Return in a manner inconsistent with past practice or that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser in respect of any Tax period (or portion of a Straddle Period) beginning after the Closing Date; (o) entered into any closing or settlement Contract relating to any Tax of the Company, settled or compromised any Action in respect of any Tax or Tax Return of the Company, entered into any Tax Sharing Agreement, consented to any extension or waiver of the limitations period applicable to any Action relating to any Tax of the Company, requested a ruling with respect to Taxes, surrendered any right to claim a refund, offset or claim other reduction in Tax Liability or taken or omitted to take any other action that had or would have the effect of increasing the present or future Tax Liability or decreasing any present or future Tax benefit of the Company; (p) failed to timely file with the appropriate Taxing Authority (including allowable extensions) any Tax Return, or pay or remit Taxes when they became due and payable; (q) declared, set aside or paid any dividends or made any distributions on or in respect of any Equity Interest of the Company, or directly or indirectly redeemed, purchased or otherwise acquired any Equity Interests; (r) imposed any Lien upon the Company’s properties or assets, tangible or intangible; (s) instituted an Action, or adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law; (t) entered into any Contract (or series of related rights and claimsContracts) related to any Purchased Asseteither involving more than $25,000 or outside the Ordinary Course of Business, except for Contracts entered into with employees, or individual independent contractors of the Company; (hu) agreedsold, whether orally securitized, factored or otherwise transferred any accounts receivable; (v) entered into any transaction with or for the benefit of any Affiliate other than (i) the Transactions or (ii) transactions set forth on Schedule 4.06(e) or Schedule 4.16(a) of the Disclosure Schedules; (w) authorized or effected any amendment or change in writingthe Charter, the Company’s bylaws or any other governing document of the Company; (x) authorized, issued, sold, granted or otherwise disposed of any Equity Interests of the Company (other than the issuance of Common Stock to satisfy the exercise of any Option set forth on Schedule 4.03(b)), or modified or amended any right of any holder of any such Equity Interests; or (y) authorized or entered into any Contract to do any of the foregoing, or authorized, taken, agreed or committed to take (or fail to take) any action with respect to the foregoing.

Absence of Certain Developments. Except as expressly required by this Agreement or as set forth on Schedule 5.55.9, since June 30, 2015, the Balance Sheet Date: (a) there has not been any Material Adverse Change in the Business of the Vendor nor has there occurred no fact, any event or circumstance which has had or could is reasonably be expected likely to have result in a Material Adverse Effect. Except Change in the Business; (b) the Vendor has not made any material change with respect to any method of management, operation or accounting in respect of the Business; (c) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Assets having a replacement cost of more than C$20,000 for any single loss or C$50,000 for all such losses; (d) the Vendor has not (i) awarded or paid any bonuses to Listed Employees as expressly contemplated defined in Section 7.10 (a) hereof with respect to the most recent fiscal year ended prior to the Balance Sheet Date, or (ii) entered into, or increased or agreed to increase the compensation payable or to become payable by this Agreement it or the coverage or benefits available under, any written or oral employment agreement or arrangement, deferred compensation agreement, severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with the Vendor’s Listed Employees, other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in an increase of more than 3% per annum in the benefits or compensation expense of the Vendor taken as set forth on Schedule 5.5a whole; (e) there has not been any change by the Vendor in accounting or Tax reporting principles, since June 30, 2015, methods or policies relating to the Company Business; (f) the Vendor has not entered into any transaction or Contract relating to the Business or conducted its business only the Business other than in the ordinary course consistent with past practice, and the Company has not: (a) incurred any Indebtedness; (bg) delayedthe Vendor has not failed to promptly pay and discharge current liabilities relating to the Business except where disputed in good faith by appropriate proceedings; (h) the Vendor has not made any loans, postponed advances or cancelled the payment of accounts payable or any other Liability, the purchase of inventorycapital contributions to, or investments in, or paid any fees or expenses to any Listed Employees of the replacement Vendor in addition to their usual remuneration and in amounts exceeding $10,000.00; (i) the Vendor has not mortgaged, pledged or subjected to any Lien any of inoperableits Assets except for Permitted Encumbrances, worn out or obsolete acquired any Assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets with related to the Business, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of comparable quality, other than in the ordinary course of business consistent with past practice; (cj) sold, assigned, transferred, leased, licensed, failed to maintain the Vendor has not discharged or abandoned satisfied any of the Purchased AssetsLien, or taken paid any action that could reasonably be expected obligation or liability (fixed or contingent) relating to result in the loss, lapse or abandonment of any Company Intellectual Property RightsBusiness, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (dk) failed to make the Vendor has not amended, canceled, terminated, relinquished, waived or released any capital expenditures required to be made Contract or right except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to preserve and maintain the Assets of the CompanyBusiness taken as a whole; (el) the Vendor has not made any material Tax election capital expenditure or changed an annual accounting period, made any material change capital additions or betterments except in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except or committed to make but not made or completed any capital expenditure or capital additions or betterments in excess of C$25,000 individually or C$100,000 in the extent required by applicable law or GAAPaggregate; (fm) suffered the Vendor has not instituted or settled any change, event or condition which, individually or Legal Proceeding which in any way is material to the aggregate, has had or could reasonably be expected to have a Material Adverse EffectBusiness; (gn) cancelled no Legal Proceedings have been instituted or waived any right threatened and no claim or claim (demand has been made against the Vendor, S▇▇▇▇▇ or series 121 seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of related rights the transactions contemplated herein and claims) related no Order by a Governmental Body has been instituted or threatened to any Purchased Assetrestrain, enjoin or otherwise prohibit the consummation of the transactions contemplated herein; (ho) agreedthe Vendor has not sold, whether orally transferred, assigned or in writing, hypothecated any bad debt or accounts receivable; and (p) the Vendor has not agreed to do any of the foregoinganything set forth in this Section 5.9.

Absence of Certain Developments. Except as set forth on Schedule 5.5Since December 31, since June 30, 20152023, there has not been any Material Adverse Effect and, to the Knowledge of the Company, no event has occurred no fact, event or circumstance which has had or could circumstances exist that would reasonably be expected to have result in a Material Adverse Effect. Except as expressly contemplated by this Agreement and or as set forth on Schedule 5.5Section 3.6 of the Disclosure Schedule, since June 30December 31, 20152023, (x) the Company has Acquired Companies have conducted its their business only in the ordinary course consistent with past practiceOrdinary Course of Business, and the (y) no Acquired Company has nothas: (a) incurred issued any Indebtednessnotes, bonds or other debt securities or any Equity Interests of any Acquired Company; (b) delayeddeclared, postponed set aside or cancelled the payment made any payment, dividend or distribution of accounts payable cash or other property with respect to any other LiabilityEquity Interests of any Acquired Company or purchased, the purchase redeemed or otherwise acquired any Equity Interests of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practiceany Acquired Company; (c) sold, assigned, transferred, leased, licensed, failed abandoned or permitted to maintain or abandoned lapse (other than patents expiring at the end of their statutory terms) any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment material assets of any Acquired Company (including Company Intellectual Property RightsProperty), except (i) other than sales of inventory and non-exclusive licenses to customers or other business relations, in each case, in the ordinary course Ordinary Course of business consistent with past practiceBusiness, or failed to protect or enforce Company Intellectual Property, or disclosed any Confidential Information of any Acquired Company to any third party (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practiceother than pursuant to appropriate confidentiality agreements); (d) failed to make made or granted any capital expenditures bonus or any wage or salary increase, or made or granted any increase in any Benefit Plan or arrangement, or amended or terminated any existing Benefit Plan or arrangement or adopted any new Benefit Plan or arrangement, except as required to be made in the ordinary course to preserve and maintain the Assets of the Companyby applicable Law; (e) made capital expenditures or commitments therefor in excess of $25,000 individually, or $50,000 in the aggregate; (f) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons; (g) suffered any damage, destruction or casualty loss exceeding $50,000 in the aggregate, whether or not covered by insurance, or experienced any material Tax election changes in the amount or changed an annual accounting period, scope of insurance coverage; (h) made any material change in its cash management practices or in any method of accounting or accounting policies, (including with respect to accounts receivable) or made any write-down in the value of its inventory that is any assets, in each case in any material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAPadverse way; (fi) suffered made any changechange in any method of accounting or accounting policies or Tax accounting method or reporting practices, event made or condition whichchanged or rescinded any Tax election, individually filed any amended Tax Return, entered into any closing or other agreement with respect to Taxes or consented to any claim or assessment related to Taxes, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, incurred any liability for Taxes outside the Ordinary Course of Business, failed to pay any Tax as such Tax became due and payable, prepared any Tax Returns in a manner which is materially inconsistent with past practices of the aggregateAcquired Companies with respect to the treatment of items on prior Tax Returns, has had or could reasonably be expected consented to have a Material Adverse Effectany extension or waiver of the limitation period applicable to any Tax claim or assessment; (gj) directly or indirectly engaged in any material transaction or entered into any loan or material arrangement with any (i) officer, director, manager, current or former holder of Equity Interests, (ii) individual related by blood, marriage or adoption to any officer, director, manager or current or former holder of Equity Interests or (iii) other Affiliate of the Acquired Companies; (k) merged, amalgamated or consolidated with any other Person or effected a recapitalization or similar transaction; (l) incurred any Indebtedness or cancelled any debts owed to or waived claims held by any Acquired Company, other than in the Ordinary Course of Business; (m) incurred any Liens upon any of its assets or any increase in the amount payable under any credit or loan agreement to which the Acquired Companies are a party, other than in the Ordinary Course of Business; (n) cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) related to any Purchased Asset); (ho) agreedsettled any investigation, claim or litigation, or filed any motions, orders, briefs or settlement agreements in any Actions; (p) entered into, terminated, modified or amended any Material Contract, except Contracts entered into in the Ordinary Course of Business; (q) accelerated, terminated, modified or canceled any agreement, contract, document, lease, or license (or series of related agreements, contracts, leases, and licenses) (i) involving payment of more than $20,000 to which the Company is a party or by which the Company is bound except in the Ordinary Course of the Business or (ii) which does not meet the criteria in (i) above but is material to the Company or the Business and, to the Knowledge of the Company, no party intends to take any such action; (r) terminated, amended or failed to renew any (i) Permit; or (ii) registration or application for any Company Intellectual Property except for amendments completed in the Ordinary Course of Business; (s) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (t) written down or written up the value of any asset or investment on the Company’s books or records, except for depreciation and amortization taken in the Ordinary Course of Business; (u) accelerated the collection or receipt of, or discounted, any account receivables; (v) delayed or postponed the payment of any accounts payable or commissions or any other Liability or agreed or negotiated with any Person to extend the payment date of any accounts payable or commissions or any other Liability; (w) other than in the Ordinary Course of Business, engaged in (i) any promotional sales or discount or other activity, including with customers or other business relations, that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales that would otherwise be expected to occur in post-Closing periods or (ii) any activity, including with vendors, suppliers or other business relations, that has or would reasonably be expected to have the effect of accelerating to post-Closing periods costs or expenses that would otherwise be expected to occur in pre-Closing periods; or (x) agreed or proposed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 5.5, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and Agreement, as set forth on Schedule 5.5in the attached disclosure schedules of the Buyer (the "Buyer Disclosure Schedules") or as set forth in the Commission Documents, since June 30, 20152005: (i) there has not been any material adverse change in the business, assets or financial condition of the Buyer nor has there occurred any event which is reasonably likely to result in a material adverse change in the business, assets or financial condition of the Buyer; (ii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Buyer having a replacement cost of more than $25,000 for any single loss or $50,000 for all such losses; (iii) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Buyer or any repurchase, redemption or other acquisition by the Buyer of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Buyer; (iv) the Buyer has not awarded or paid any bonuses to employees of the Buyer or agreed to increase the compensation payable or to become payable by it to any of the Buyer's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Buyer); (v) there has not been any change by the Buyer in accounting or tax reporting principles, methods or policies; (vi) the Buyer has not entered into any transaction or conducted its business only other than in the ordinary course consistent with past practice, and the Company has not: (a) incurred any Indebtedness; (bvii) delayedthe Buyer has not failed to promptly pay and discharge current liabilities except where disputed in good faith by appropriate proceedings; (viii) the Buyer has not made any loans, postponed advances or cancelled the payment of accounts payable or any other Liability, the purchase of inventorycapital contributions to, or investments in, any person or entity; (ix) the replacement Buyer has not mortgaged, pledged or subjected to any lien any of inoperableits assets, worn out or obsolete acquired any assets with or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of comparable qualitythe Buyer, other than except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business consistent with past practice; (cx) sold, assigned, transferred, leased, licensed, failed to maintain the Buyer has not discharged or abandoned satisfied any of the Purchased Assetslien, or taken paid any action that could reasonably be expected to result in the loss, lapse obligation or abandonment of any Company Intellectual Property Rightsliability (fixed or contingent), except (i) sales of inventory in the ordinary course of business consistent with past practicepractice and which, in the aggregate, would not be material to the Buyer; (xi) the Buyer has not canceled or (ii) disposition compromised any debt or replacement of furnitureclaim or amended, fixtures canceled, terminated, relinquished, waived or equipment released any contract or right except in the ordinary course of business consistent with past practicepractice and which, in the aggregate, would not be material to the Buyer; (dxii) failed the Buyer has not made or committed to make any capital expenditures required to be made or capital additions or betterments in excess of $20,000 individually or $40,000 in the ordinary course to preserve and maintain the Assets of the Companyaggregate; (exiii) made the Buyer has instituted or settled any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in legal proceeding; and (xiv) the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, Buyer has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, not agreed to do any of the foregoinganything set forth in this Section 2(j).

Absence of Certain Developments. Except Since December 31, 2020, (1) there has not been any Material Adverse Effect and (2) except as set forth on Schedule 5.5, since June 30, 2015, there has occurred no fact, event Section 4(e) of the Disclosure Schedules or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5Agreement, since June 30, 2015, each of the Company Sellers has conducted its business only operations in the ordinary course consistent with past practiceof business and, and without limiting the Company has notgenerality of the foregoing, neither Seller nor VA UK has: (ai) incurred transferred, suffered or imposed any IndebtednessLien upon, or experienced any material damage or loss (whether or not covered by insurance) to, any of the Purchased Assets (including any Owned Company IP), other than sales of inventory for fair consideration in the ordinary course of business; (bii) delayedlicensed any of the Owned Company IP, postponed or cancelled the payment of accounts payable or any other Liabilityexcept for nonexclusive licenses on such Seller’s form customer agreement, the purchase of inventorywhich has been made available to Purchaser, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practice; (ciii) sold, assigned, transferred, leased, licensed, failed to maintain terminated any Contract involving either more than $25,000 or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in outside the ordinary course of business consistent with past practicebusiness, and no Person (including any Seller) has accelerated, terminated or (ii) disposition modified any Contract involving more than $25,000 to which any Seller is a party or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practiceby which such Seller; (div) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived compromised any right or claim (or series of related rights and or claims) related to any Purchased Asseteither involving more than $25,000 or outside the ordinary course of business; (hv) agreedentered into, whether orally established, modified or terminated, or agreed or promised to enter into, modify or terminate, any Plan, or other employment, consulting or collective bargaining agreement, or otherwise increased (or agreed or promised to increase), or made (or agreed to or promised to make), any other change to the compensation and terms of employment and/or service (including with respect to salary, wage rate, bonus, sales commission, award, grant, benefits, employment status, title, and equity-based or equity-linked compensation) payable or to become payable to any managers, officers, employees, consultants or independent contractors of such Seller in excess of $25,000 individually or in writingexcess of $50,000 in the aggregate; (vi) failed to promptly pay and discharge current liabilities, except where disputed in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (vii) (A) made any change to its pricing, discount, allowance, return or refund policies, (B) changed in any material manner its cash management customs or practices, collection practices or rates for accounts receivable or its payment practices or rates for accounts payable, including taking or omitting to take any action that has or would reasonably have been expected to have had the effect of (x) accelerating to pre-Closing periods sales to the trade or other customers or other accounts receivables that would otherwise be expected to occur or be received, as applicable, after the Closing or (y) delaying or postponing the payment of any accounts payable, or (C) granted any pricing, discount, allowance, refund or return terms for any customer or supplier; (viii) made, changed or revoked any election with respect to Taxes, adopted or changed any method of Tax accounting, filed any amended Tax Return, entered into any “closing agreement” (as described in Section 7121 of the Code or any corresponding provision of state, local, or non-U.S. income Tax law), settlement or compromise of any claim or assessment relating to Taxes, entered into any Tax sharing, allocation, indemnity or similar agreement, consented to any extension or waiver of any statute of limitations period applicable to any Tax Return or claim or assessment with respect to Taxes, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax to the extent such similar action could result in the creation or imposition of any Lien for Taxes, other than Permitted Liens, on any of the properties or assets of the Business; (ix) declared, set aside or paid any dividend or distributed cash or other payment or property to any equityholder, redeemed or otherwise acquired any of its securities or warrants, options or other rights to acquire its securities; (x) borrowed any amount or incurred, become subject to, created, paid or repaid any material Liability; (xi) made any loan to, or entered into any other transaction with, any Seller or any of their current or former directors, managers, officers or employees; (xii) made any acquisition (including by merger) of the capital stock or a material portion of the assets of any other Person; (xiii) changed any annual accounting period, adopted or changed in any material respect any method of accounting or accounting practices, estimation techniques, assumptions, policies and principles theretofore adopted or followed, except as required by applicable Law and reflected in a note to the Financial Statements, or reversed any accruals or reserves; (xiv) become subject to, or initiated, or settled any Action, of any nature; or (xv) committed to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 5.52.8, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015the Most Recent Balance Sheet Date through the date hereof, the Company has Businesses have been conducted its business only in the ordinary course consistent with past practice, and the Company has notOrdinary Course of Business in all material respects and: (a) incurred neither Company has (i) amended its Organizational Documents, (ii) admitted any IndebtednessPerson as a member or (iii) issued, sold, granted or otherwise disposed of any Equity Security; (b) delayedneither Company has become liable in respect of any Guarantee nor has it incurred, postponed assumed or cancelled the payment otherwise become liable in respect of accounts payable any Debt or made any other Liabilityloans, the purchase of inventory, advances or the replacement of inoperable, worn out capital contributions to or obsolete assets with assets of comparable quality, other than Investments in any Person (except for travel advances in the ordinary course Ordinary Course of business consistent with past practiceBusiness); (c) neither Company has sold, assigned, transferred, leased, licensed, failed to maintain transferred or abandoned otherwise disposed of any of the Purchased its Assets, except Inventory and excess or taken any action that could reasonably be expected obsolete PP&E, which has been replaced by all substitute PP&E necessary to result continue to operate the Businesses in the loss, lapse or abandonment Ordinary Course of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practiceBusiness; (d) failed neither Company has permitted any of its Assets to make any capital expenditures required become subject to be made in the ordinary course to preserve and maintain the Assets of the Companyan Encumbrance other than a Permitted Encumbrance; (e) neither Company has made or committed to make any material Tax election or changed an annual accounting periodcapital expenditure except expenditures, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down which in the value aggregate are no more than Two Hundred Fifty Thousand Dollars ($250,000) and which were incurred in the Ordinary Course of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAPBusiness; (f) suffered except for cash distributions identified on Schedule 2.6.1, neither Company has (i) made any changedeclaration, event setting aside or condition whichpayment of any distribution with respect to, individually or in any repurchase, redemption or other acquisition of, any Equity Security or (ii) entered into, or performed, any transaction with, or for the aggregatebenefit of, has had the Sellers or could reasonably be expected to have a Material Adverse Effectany Affiliate of the Sellers; (g) cancelled there has been no material loss, destruction, damage or waived eminent domain taking (in each case, whether or not insured) affecting any right Business or claim (or series of related rights and claims) related to any Purchased material Asset; (h) agreedneither Company has increased the Compensation payable or paid, whether orally conditionally or otherwise, to (i) any employee, consultant, independent contractor or agent other than in writingthe Ordinary Course of Business, (ii) any managing member of such Company or (iii) the Sellers or any Affiliate of the Sellers; (i) neither Company has entered into any Contractual Obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting or other basis other than in the Ordinary Course of Business or otherwise providing Compensation or other benefits to any Person other than in the Ordinary Course of Business and other than the retention of Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“Gardere”); (j) neither Company has made any change in its methods of accounting or accounting practices (including with respect to reserves) or its pricing policies, payment or credit practices or failed to pay any creditor any amount owed to such creditor when due or granted any extensions of credit other than in the Ordinary Course of Business, except such creditors, if any, as listed on Schedule 2.21, the claims of which are being contested in good faith; (k) neither Company has made, changed or revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any Action in respect of Taxes or entered into any Contractual Obligation in respect of Taxes with any Governmental Authority; (l) neither Company has terminated or closed any Facility, business or operation; (m) no customer or supplier required to be disclosed on Schedule 2.21 has canceled, terminated or otherwise altered (including any reduction in the rate or amount of sales or purchases or change to the supply or credit terms, as the case may be) or notified either Company or any Seller of any intention to do any of the foregoingforegoing (other than change orders, which are immaterial to the Companies’ revenue from the project to which they relate or upon completion of the project or projects pursuant to the terms of existing Contractual Obligations) or otherwise threatened in writing to cancel, terminate or materially alter (including any reduction in the rate or amount of sales or purchases, as the case may be) its relationship with either Company; (n) no insurer (i) has questioned, denied or disputed (or otherwise reserved its rights with respect to) the coverage of any claim pending under any Liability Policy or (ii) has provided any notice of cancellation or any other indication that it plans to cancel any Liability Policy or raise the premiums or materially alter the coverage under any Liability Policy; (o) neither Company has adopted any Employee Plan or increased any benefits under any Employee Plan; (p) except as contemplated pursuant to this Agreement, neither Company has modified or cancelled any material third-party Debt or written up or written down any of its material Assets or revalued its Inventory; (q) neither Company has failed to make any scheduled capital expenditures or investments or failed to pay trade accounts payable or any other Liability when due, except to such creditors, if any, as listed on Schedule 2.21, the claims of which are being contested in good faith; (r) neither Company has failed to reasonably maintain or properly repair any of its material Assets; (s) neither Company has acquired or agreed to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business of any Person or acquired any capital asset or related capital assets with a fair market value in excess of Two Hundred Fifty Thousand Dollars ($250,000); (t) neither Company has threatened, commenced or settled any Action; (u) neither Company has entered into any Contractual Obligation to do any of the things referred to elsewhere in this Section 2.8; and (v) no event or circumstance has occurred which has had, or would reasonably be expected to have, a Material Adverse Effect.

Absence of Certain Developments. Except as contemplated or permitted by this Agreement or as set forth on Schedule 5.5Section 4.08 of the Disclosure Schedule, since June 30December 31, 2015, 2014: (a) the business of the Company and each of its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice; (b) there has not occurred no factany change or event that has resulted, event or circumstance which has had or could reasonably be expected to have result in, a Material Adverse Effect. Except ; (c) neither the Company nor any of its Subsidiaries has sold, transferred, leased, mortgaged, pledged or otherwise subjected to any Lien (other than Permitted Liens) any of its assets or property (tangible or intangible) or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company or any of its Subsidiaries except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business consistent with past practice; (d) neither the Company nor any of its Subsidiaries has acquired (whether by merger, acquisition of stock or assets, or otherwise) any business or line of business; (e) there has not been any change in the organizational or constituent documents of the Company or any of its Subsidiaries or made any loans, advances or capital contributions to, or investments in, any Person other than one of its Subsidiaries; (f) no election has been made or action taken to change the status of the Company or any of its Subsidiaries (as expressly a corporation, partnership or disregarded entity) for federal, state or local income Tax purposes; (g) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Company or any of its Subsidiaries having a replacement cost of more than $50,000 for any single loss or $200,000 in the aggregate for any related losses; (h) neither the Company nor any of its Subsidiaries has made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable or paid or agreed or orally promised to pay, conditionally or otherwise, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay by it to any of the Company’s or any of its Subsidiaries’ directors, officers, employees, distributors, independent sale representatives or brokers, except in each case for (i) changes in the ordinary course of business consistent with past practices and (ii) bonuses payable to certain officers and employees of the Company or any of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement and (which will be included as set forth on Schedule 5.5, since June 30, 2015, part of the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has not: (a) incurred any IndebtednessTransaction Expenses); (bi) delayedthere has not been any material change by the Company or any of its Subsidiaries in its accounting or Tax reporting methods, postponed principles or cancelled policies, any settlement of any Tax controversy, any amendment of any Tax Return, or any Tax election made, revoked or terminated by or with respect to the Company or any of its Subsidiaries; (j) neither the Company nor any of its Subsidiaries has made any declaration or payment of accounts payable any dividends or distributions on or in respect of any capital stock or equity interests of the Company or any other Liability, the purchase of inventoryits Subsidiaries, or redemption, purchase or acquisition of any capital stock or equity interests security of the replacement Company or any of inoperableits Subsidiaries, worn out or obsolete assets made any other payment to or on behalf of any Affiliate of the Company or its Subsidiaries other than dividends, loans and distributions payable to the Company or one of its Subsidiaries; (k) there has not been any split, combination or reclassification of any shares of capital stock or equity interests of the Company or any of its Subsidiaries; (l) neither the Company nor any of its Subsidiaries has entered into or amended any employment, deferred compensation, severance or similar agreement; (m) neither the Company nor any of its Subsidiaries has entered into any collective bargaining agreement or relationship with assets any labor organization; (n) except for the transactions contemplated by this Agreement, neither the Company nor any of comparable quality, its Subsidiaries has entered into or amended any other transaction or Contract other than in the ordinary course of business consistent with past practice; (co) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned neither the Company nor any of the Purchased Assets, its Subsidiaries has hired employees or taken any action that could reasonably be expected to result engaged independent contractors in the loss, lapse or abandonment each case with annual compensation in excess of any Company Intellectual Property Rights, except (i) sales of inventory $50,000 other than in the ordinary course of business consistent with with, and at a level of compensation consistent with, past practice; (p) neither the Company nor any of its Subsidiaries has materially changed its policies and programs with respect to customer credits, coupons, rebates, marketing or promotions; (q) neither the Company nor any of its Subsidiaries has made any loans, advances or capital contributions to, or investments in, any Person other than a Subsidiary; (iir) disposition neither the Company nor any of its Subsidiaries has canceled or replacement of furniturecompromised any debt or claim or amended, fixtures canceled, terminated, relinquished, waived or equipment released any Contract or right except in the ordinary course of business consistent with past practice; (ds) failed neither the Company nor any of its Subsidiaries has entered into or amended any Contract or transaction with any of its Affiliates or paid any fees, expenses or other amounts to any Affiliate of the Company or any of its Subsidiaries; (t) except as disclosed in the Latest Balance Sheet, neither the Company nor any of its Subsidiaries has made or committed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices capital additions or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or improvements outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAPpractices; (fu) suffered neither the Company nor any change, event of its Subsidiaries has entered into any prepaid services transactions with any of its customers or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectotherwise accelerated revenue recognition; (gv) cancelled neither the Company nor any of its Subsidiaries has materially changed its policies with respect to the payment of accounts payable or waived other current Liabilities or the collection of accounts receivable (including any right acceleration or claim (deferral of the payment or series of related rights and claims) related to any Purchased Assetcollection thereof); (hw) agreedneither the Company nor any of its Subsidiaries has adopted any plan of merger, whether orally consolidation, reorganization, liquidation or dissolution or filing of a petition in writingbankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law or other agreement with respect to the sale of its assets, securities or its business; (x) neither the Company nor any of its Subsidiaries has issued any equity or debt securities or any security exercisable or exchangeable for or convertible into equity securities of the Company or any of its Subsidiaries, or incurred other Liabilities (other than in the ordinary course of business consistent with past practices); (y) neither the Company nor any of its Subsidiaries has entered into any compromise or settlement of any Proceeding; (z) neither the Company nor any of its Subsidiaries has transferred, assigned or granted any license or sublicense of any material rights under or with respect to any Intellectual Property; or (aa) neither of the Company nor any of its Subsidiaries has entered into any agreement or committed to do or perform in the future any of the foregoingactions referred to in this Section 4.08.

Absence of Certain Developments. (a) Except as set forth in Schedule 4.8(a) the general nature of the business of the Company (the "Business") is described in the Offering Memorandum with respect to the Company's issuance of $160,000,000 of 13% Senior Secured Notes due 2004 (and related warrants) dated September 24, 1997 (to the extent not superseded by the Prospectus contained in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 28, 1997 (the "Registration Statement")) and the Registration Statement (collectively, the "Offering Memorandum"), which previously has been delivered to the Purchasers. (b) Except as set forth in Schedule 5.5, 4.8(b) and since June 30, 2015, the date of the Unaudited Financial Statements: (i) there has not been any Material Adverse Change nor has any event occurred no fact, event or circumstance which has had or could reasonably be expected to have a result in any Material Adverse Effect. Except as expressly contemplated Change; or (ii) there has not been any damage, destruction or loss, whether or not covered by this Agreement insurance, with respect to the property and as set forth on Schedule 5.5assets of the Company having a replacement cost of more than $100,000 for any single loss or $500,000 for all such losses; (iii) there has not been any declaration, since June 30setting a record date, 2015setting aside or authorizing the payment of, any dividend or other distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iv) except for grants of 78,600 shares under the Company's stock option plan, there has not been any transfer, issue, sale or other disposition by the Company of any shares of capital stock or other securities of the Company or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities; (v) except with respect to the hiring of new Employees in the ordinary course of business whose annual compensation in the aggregate is not greater than $500,000 (exclusive of benefits), the Company has conducted its business only not awarded or paid any bonuses to Employees of the Company nor has the Company entered into any employment, deferred compensation, severance or similar agreements (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company's directors, officers, Employees, agents or Representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, Employees, agents or Representatives, other than in the ordinary course of business consistent with past practicepractice which increases in the aggregate do not exceed $100,000 in annual cost to the Company, and other than as may have been required by law or insurers; (vi) the Company has not: (a) incurred not made any Indebtednessloans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Affiliate of the Company, other than for reimbursement of expenses in the ordinary course of business consistent with past practices; (bvii) delayed, postponed or cancelled except for Liens with respect to the payment of accounts payable or any other LiabilitySenior Notes, the purchase Company has not mortgaged, pledged or subjected to any Lien any of inventoryits assets, or the replacement acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of inoperableany assets, worn out except for assets acquired or obsolete assets with assets sold, assigned, transferred, conveyed, leased or otherwise disposed of comparable quality, other than in the ordinary course of business consistent with past practice; (cviii) sold, assigned, transferred, leased, licensed, failed to maintain the Company has not discharged or abandoned satisfied any of the Purchased AssetsLien, or taken paid any action that could reasonably be expected to result in the loss, lapse obligation or abandonment of any Company Intellectual Property Rightsliability (fixed or contingent), except (i) sales of inventory in the ordinary course of business consistent with past practicepractice and which, in the aggregate, would not be material to the Company; (ix) the Company has not canceled or (ii) disposition compromised any debt or replacement of furnitureclaim or amended, fixtures canceled, terminated, relinquished, waived or equipment released any Contract or right except in the ordinary course of business consistent with past practicepractice and which, in the aggregate, would not be material to the Company; (dx) failed the Company has not transferred or granted any rights under any contracts, leases, licenses, agreements or Intangible Property (as defined in Section 4.12 hereof) used by the Company in its business which reasonably could be expected to result in a Material Adverse Change; and (xi) the Company has not made any binding commitment to make any capital expenditures required to be made or capital additions or betterments in the ordinary course to preserve and maintain the Assets excess of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or $500,000 in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.54.7, since June 30, 2015, the Purchaser Balance Sheet Date (i) Purchaser has conducted its operations in all material respects only in the Ordinary Course of Business and in substantially the same manner as previously conducted and (ii) there has occurred no factnot been any event, event change, occurrence or circumstance which that has had or could reasonably be expected to have a Material Adverse EffectEffect on Purchaser. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5Without limiting the generality of the foregoing, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has notPurchaser Balance Sheet Date: (a) incurred Purchaser has not entered into any Indebtednesstransaction or Contract or conducted its business other than in the Ordinary Course of Business; (b) delayedPurchaser has not sold, postponed or cancelled the payment of accounts payable or any other Liabilityleased, the purchase of inventorytransferred, pledged, or the replacement assigned any of inoperable, worn out or obsolete its assets with assets of comparable quality, other than inventory in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (c) soldno Person (including Purchaser) has accelerated, assignedterminated, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assetsmodified, or taken canceled any action that could reasonably be expected Contract (or series of related Contracts) relating to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practicePurchaser involving more than $25,000; (d) failed there has not been any material damage, destruction or loss, whether or not covered by insurance, with respect to the assets of Purchaser; (e) Purchaser has not made or committed to make any capital expenditures required to be made or capital additions or betterments in excess of $25,000 individually or $50,000 in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAPaggregate; (f) suffered Purchaser has not made any changecapital investment in, event any loan to, or condition whichany acquisition of the securities or assets of, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectany other Person; (g) cancelled Purchaser has not issued, created, incurred, assumed, or waived guaranteed any right or claim (or series of related rights and claims) related to any Purchased AssetIndebtedness in an amount exceeding $50,000 in the aggregate; (h) agreedPurchaser has not instituted or settled any Legal Proceeding; (i) Purchaser has not failed to promptly pay and discharge current liabilities in the Ordinary Course of Business consistent with past practices, except for liabilities not material in amount that are disputed in good faith by appropriate proceedings; 35 (j) Purchaser has not mortgaged, pledged or subjected to any Lien (other than Permitted Liens) any of its assets; (k) there has not been any declaration, setting aide or any payment of any dividends, or other distributions in respect of the capital stock of Purchaser; and (l) Purchaser has not entered into any legal obligation, whether orally written or in writingoral, to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.54.9 and in the Financial Statements, since June 30the date of the last set of Financial Statements: (1) the Company has conducted its business in all material respects only in the Ordinary Course of Business and in substantially the same manner as previously conducted; (2) has not made any change in any method of accounting or accounting practice or policy used by the Company or the Subsidiary; (3) has not made any material changes in the customary methods of operating the business of the Company or the Subsidiary including, 2015without limitation, practices and policies relating to marketing, selling and pricing; (4) has not amended, terminated, cancelled or compromised any material claims of the Company or the Subsidiary or waived any rights of substantial value; (5) has not entered into any agreement, arrangement or transaction with any directors, officers, employees or shareholders of the Company or the Subsidiary other than those contemplated by this Agreement or for compensation in the Ordinary Course of Business consistent with past practices; (6) has not granted any general increase in the compensation payable or to become payable to officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment), of the Company or the Subsidiary or any special increase in the compensation payable or to become payable to any such officer or employee, or made any bonus payments to any such officer or employee, except for normal, bargained, merit or cost of living payments or increases made in the Ordinary Course of Business; (7) has not made capital expenditures or commitments on behalf of or relating to the business in excess of $50,000 in the aggregate; (8) has not agreed, whether in writing or otherwise, to take any action described in this Section 4.9; or (9) to the knowledge of the Company and the Sellers, there has occurred no factnot been any event, event change, occurrence or circumstance which that has had or could would reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015For purposes of the “Effective Time”, the Company has conducted its business only distributions and success bonuses described in the ordinary course consistent with past practice, and the Company has not: (a) incurred any Indebtedness; (b) delayed, postponed or cancelled the payment of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed this Section shall be deemed to maintain or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except have occurred prior to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, to do any of the foregoingEffective Time.

Absence of Certain Developments. Except as set forth on Schedule 5.5, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly for the transactions contemplated by this Agreement and or as otherwise set forth on in Schedule 5.53.10, since June 30December 31, 20152016, the Company Seller has conducted its business the Business only in the ordinary course consistent Ordinary Course of Business and with past practice, and respect to the Company Business has not: (a) suffered, sustained or incurred any Indebtednessmaterial Loss or waived or released any material right or claim, whether or not in the Ordinary Course of Business; (b) delayedsuffered, postponed sustained or cancelled the payment of accounts payable incurred any material damage, destruction or casualty loss to any other Liabilitymaterial properties or assets, the purchase of inventory, whether or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practicenot covered by insurance; (c) sold, assigned, transferred, leased, licensed, failed to maintain made capital expenditures individually or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practiceaggregate exceeding $5,000; (d) failed to make subjected any capital expenditures required to be made in the ordinary course to preserve and maintain of the Assets of the Companyto any Encumbrance; (e) made issued any note, bond or other debt security, created, incurred or assumed any indebtedness for borrowed money or capitalized lease obligation or otherwise incurred any material Tax election or changed an annual accounting periodLiability, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down except current liabilities incurred in the value Ordinary Course of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAPBusiness; (f) suffered discharged or satisfied any changeEncumbrance, event or condition whichpaid any material Liability, individually or other than current liabilities shown on the balance sheet of the Business as of December 31, 2016, and current liabilities incurred in the aggregateOrdinary Course of Business since December 31, has had 2016; (g) accelerated or could reasonably be expected requested early payment of accounts receivable of the Business; (h) increased the salary, wage or other compensation or level of benefits payable or to have become payable by Seller to any Person employed or engaged with respect to the Business other than in the Ordinary Course of Business; (i) except as described in the Schedules hereto, amended or terminated any of the Operating Contracts, except in the Ordinary Course of Business; (j) changed accounting methods or practices of the Business (including any change in reserves, depreciation, amortization or cost accounting policies or rates); (k) suffered, sustained or incurred any Material Adverse Effect; (l) received notice from any customer, supplier, vendor, Governmental Body or any other Person, or any group thereof, which would, with substantial certainty, give rise to or result in a Material Adverse Effect; (gm) cancelled delayed or waived any right postponed the payment of accounts payable or claim (or series of related rights and claims) related to any Purchased Assetother Assumed Liabilities; (hn) agreedentered into any employment Contract or collective bargaining agreement, whether orally written or oral, or modified the terms of any existing such Contract or agreement or adopted, amended, modified or terminated any Benefit Plan to materially increase benefits of any of Seller’s directors, officers or employees who are employed in writing, the Business; and (o) entered into any Contract to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Since the Latest Balance Sheet Date, and except for the disclosures and exceptions in Schedule 5.5, since June 30, 20154.9, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a not been any Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has notEffect and: (a) incurred the Company has not sold, leased, transferred or assigned any Indebtednessof its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) delayed, postponed the Company has not entered into any Contract (or cancelled series of related Contracts) outside the payment Ordinary Course of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practiceBusiness; (c) soldno party has accelerated, assignedsuspended, transferredterminated, leased, licensed, failed modified or canceled any Contract (or series of related Contracts) to maintain which the Company is a party or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practiceby which it is bound; (d) failed to make no Encumbrance has been imposed on any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets assets of the Company; (e) the Company has not made any material Tax election capital expenditure (or changed an annual accounting period, made any material change in its cash management practices or in any method series of accounting or accounting policies, or made any write-down in related capital expenditures) outside the value Ordinary Course of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAPBusiness; (f) suffered the Company has not made any changecapital investment in, event any loan to, or condition whichany acquisition of the securities or assets of, individually any other Person (or in series of related capital investments, loans and acquisitions) outside the aggregateOrdinary Course of Business or acquired (by merger, has had exchange, consolidation, acquisition of stock or could reasonably be expected to have a Material Adverse Effectassets or otherwise) any Person; (g) cancelled the Company has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation outside the ordinary course of business; (h) the Company has not delayed, postponed or accelerated the payment of accounts payable or other Liability or the receipt of any accounts receivable, in each case outside the Ordinary Course of Business; (i) the Company has not canceled, compromised, waived or released any right or claim (or series of related rights and or claims) related to any Purchased Assetoutside the Ordinary Course of Business; (hj) agreedexcept incidental to the sale of products or services, the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the Organizational Documents of the Company; (l) the Company has not issued, sold or otherwise disposed of any of its capital stock or equity interests, or granted any options, warrants or other rights to purchase or obtain any of its capital stock; (m) the Company has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock or equity interests (whether orally in cash or in writingkind) or redeemed, purchased or otherwise acquired any of its capital stock or split, combined or reclassified any outstanding shares of its capital stock; (n) the Company has not experienced any material damage, destruction or loss (whether or not covered by insurance) to its property; (o) the Company has not entered into any employment or collective bargaining agreement, written or oral, or modified the terms of any such existing agreement; (p) the Company has not granted any increase in the base compensation or made any other change in employment terms of any of its directors, officers or employees outside the Ordinary Course of Business; (q) the Company has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or other plan, Contract or commitment for the benefit of any of its directors, officers or employees (or taken any such action with respect to any other Plan); (r) the Company has not discharged or satisfied any Encumbrance or paid any liability other than current liabilities paid in the Ordinary Course of Business; (s) the Company has not disclosed, to do any Person other than Buyer and authorized representatives of Buyer, any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is listed on Schedule 4.9 and is in full force and effect on the date of this Agreement; (t) the Company has not made any change in accounting principles or practices from those utilized in the preparation of the Annual Financial Statements; and (u) the Company has not committed to take any of the foregoingactions described in this Section 4.9.

Absence of Certain Developments. Except as set forth on Schedule 5.5Since January 1, since June 30, 20152018, there has occurred no fact, event event, or circumstance which which, individually or in the aggregate, has had or could would reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and or as set forth on Schedule 5.53.6, since June 30January 1, 20152018, the Company has Acquired Companies have conducted its business their businesses only in the ordinary course consistent with past practiceof business, and the Company has Acquired Companies have not: (a) incurred issued any Indebtednessnotes, bonds, or other debt securities or any Equity Securities of any Person; (b) delayeddeclared, postponed set aside, or cancelled made any payment or distribution of cash or other property with respect to any Acquired Company’s Equity Securities or purchased, redeemed, or otherwise acquired any Acquired Company’s Equity Securities; (c) (i) sold, assigned, transferred, leased, licensed, abandoned, or permitted to lapse (other than patents expiring at the payment end of accounts payable their statutory terms) any of their material assets (including Company Intellectual Property), other than sales of inventory in the ordinary course of business, (ii) failed to protect or enforce Company Intellectual Property, or (iii) disclosed any Confidential Information to any third party (other than pursuant to appropriate confidentiality agreements); (d) made or granted any bonus or any wage or salary increase, or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, except in each case, in the ordinary course of business consistent with past practice or as required by applicable Law; (e) made capital expenditures or commitments therefor exceeding $50,000 individually, or $100,000 in the aggregate; (f) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons (other than advances of less than $10,000 to employees in the ordinary course of business) or formed any Subsidiary; (g) suffered any damage, destruction, or casualty loss exceeding $50,000 in the aggregate, whether or not covered by insurance, or experienced any material changes in the amount and scope of insurance coverage; (h) made any change in their cash management practices (including with respect to accounts receivable and inventory) or made any write-down in the value of their inventory; (i) made any change in any method of accounting or accounting policies or Tax reporting practices; (j) made or changed any election, changed any annual accounting period, adopted, or changed any method of accounting, filed any amended Tax Return, entered into any closing agreement, settled any claim or assessment, surrendered any right to claim a refund, offset or other reduction in Liability, consented to any extension or waiver of the limitations period applicable to any claim or assessment, in each case with respect to Taxes, or taken or omitted to take any other action that had or would have the effect of increasing the present or future Tax Liability or decreasing any present or future Tax benefit of any Acquired Company; (k) directly or indirectly engaged in any material transaction or entered into any loan or material arrangement with any officer, director, relative of any officer or director, shareholder, or other Affiliate of the Acquired Companies; (l) merged or consolidated with any other Person or effected a recapitalization or similar transaction; (m) incurred any Indebtedness (other than for the purchase of inventoryinventory in the ordinary course of business consistent with past practice) or cancelled any debts owed to or claims held by the Acquired Companies; (n) terminated, modified, amended any Material Contract, or the replacement of inoperableentered into any new contracts or agreements, worn out except contracts or obsolete assets with assets of comparable quality, other than agreements made in the ordinary course of business consistent with past practice; (co) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or engaged in any method of accounting promotional sales or accounting policies, discounts or made any write-down in the value of its inventory other activities with customers that is material have or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could would reasonably be expected to have a Material Adverse Effect;the effect of accelerating sales to pre-Closing periods that would otherwise be expected to occur in post-Closing periods; or (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (hp) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except for the transactions contemplated hereby and except as set forth on Schedule 5.53.9, since June 30, 2015, the Interim Balance Sheet Date the Company has conducted its Business only in the Ordinary Course of Business and there has occurred no factnot been any event, event change, occurrence or circumstance which that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and Without limiting the generality of the foregoing, since the Interim Balance Sheet Date: (a) except as set forth on Schedule 5.53.9(a), since June 30there has not been any damage, 2015destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has not: (a) incurred having a replacement cost of more than $10,000 for any Indebtednesssingle loss or $25,000 for all such losses; (b) delayedexcept as set forth on Schedule 3.9(b), postponed there has not been any declaration, setting aside or cancelled the payment of accounts payable any dividend or other distribution in respect of any membership interest of the Company or any repurchase, redemption or other Liabilityacquisition by the Company of any outstanding membership interest or other securities of, or other ownership interest in, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practiceCompany; (c) except as set forth on Schedule 3.9(c), there has not been any change by the Company in accounting or tax reporting principles, methods or policies; (d) except as set forth on Schedule 3.9(d), the Company has not made, modified or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (e) except as set forth on Schedule 3.9(e), the Company has not entered into any transaction or Contract other than in the Ordinary Course of Business; (f) except as set forth on Schedule 3.9(f), the Company has not failed to promptly pay and discharge current liabilities except where disputed in good faith by appropriate proceedings; (g) except as set forth on Schedule 3.9(g), the Company has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to the Seller or any director, officer, partner, stockholder or Affiliate of the Seller; (h) except as set forth on Schedule 3.9(h), the Company has not (i) mortgaged, pledged or subjected to any Lien or Restriction any of its assets, or (ii) acquired any assets or sold, assigned, transferred, leasedconveyed, licensed, failed to maintain leased or abandoned otherwise disposed of any assets of the Purchased AssetsCompany, or taken any action that could reasonably be expected to result except, in the losscase of clause (ii), lapse for assets acquired, sold, assigned, transferred, conveyed, leased or abandonment otherwise disposed of any Company Intellectual Property Rights, except in the Ordinary Course of Business; (i) sales of inventory except as set forth on Schedule 3.9(i), the Company has not discharged or satisfied any Lien, or paid any liability, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness; Membership Interest Purchase Agreement 21 (j) except as set forth on Schedule 3.9(j), the Company has not canceled or (ii) disposition compromised any debt or replacement of furnitureclaim owing to the Company or amended, fixtures canceled, terminated, relinquished, waived or equipment released any Contract or right except in the ordinary course Ordinary Course of business consistent with past practiceBusiness and which, in the aggregate, would not be material to the Company taken as a whole; (dk) failed except as set forth on Schedule 3.9(k), the Company has not made or committed to make any capital expenditures required to be made or capital additions or betterments in excess of $10,000 individually or $25,000 in the ordinary course to preserve and maintain the Assets of the Companyaggregate; (el) made any material Tax election except as set forth on Schedule 3.9(l), the Company has not issued, created, incurred, assumed, guaranteed, endorsed or changed an annual accounting periodotherwise become liable or responsible with respect to (whether directly, made any material change in its cash management practices or in any method of accounting or accounting policiescontingently, or made otherwise) any write-down Indebtedness in an amount in excess of $10,000 in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAPaggregate; (fm) suffered except as set forth on Schedule 3.9(m), the Company has not granted any change, event license or condition which, individually sublicense of any rights under or in the aggregate, has had or could reasonably be expected with respect to have a Material Adverse Effectany Intellectual Property; (gn) cancelled except as set forth on Schedule 3.9(n), the Company has not instituted or waived settled any right or claim (or series of related rights and claims) related to any Purchased Asset;Legal Proceeding; and (ho) except as set forth on Schedule 3.9(o), neither the Company, nor the Seller on the Company's behalf, has agreed, whether orally committed, arranged or in writing, entered into any understanding to do any of the foregoinganything set forth in this Section 3.9.

Absence of Certain Developments. Except as set forth on in Schedule 5.5, since June 30, 2015, there has occurred no fact, event 4.6 or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5Agreement, since June 30December 31, 20152006, the Company has conducted its business only not with respect to the Business, except in the ordinary course consistent with past practice, and the Company has notOrdinary Course of Business: (a) incurred any Indebtedness; (b) delayed, postponed or cancelled the payment of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (b) suffered any theft, damage, destruction or casualty loss in excess of $10,000.00 to any of the Purchased Assets, whether or not covered by insurance, or suffered any substantial destruction of the Company’s books and records; (c) experienced any labor dispute or threatened labor dispute involving any employees involved in the Business; (d) borrowed any amount or incurred or become subject to any Indebtedness or other Liabilities; (e) subjected any portion of the Purchased Assets to any Lien; (f) sold, leased, assigned or transferred (including transfers to any Insider) a portion of the Purchased Assets (including Proprietary Rights), or canceled without fair consideration any material debts or claims owing to or held by it, or disclosed any confidential information (other than pursuant to agreements requiring the disclosure to maintain the confidentiality of and preserving all rights of the Company in such confidential information); (g) cancelled or waived any right or claim (or series rights of related rights and claims) related to Material value under any Purchased AssetMaterial Contract; (h) agreedentered into, whether orally amended or terminated any material Contract; (i) entered into any other material transaction, or materially changed any business practice; (j) received written notification that any material customer or supplier will stop or decrease in writingany material respect the rate of Business done with the Company or experienced an actual or threatened material dispute with any material customer or supplier; (k) instituted or settled any claim or lawsuit involving equitable or injunctive relief of more than $10,000.00 in the aggregate; (l) granted any performance guarantee to any of its customers; (m) offered any Material discounts on any of its products or any promotions, rebates, coupons or special offers with respect to do any of its products with terms and conditions that differ in any material respect from the terms and conditions previously offered by the Company with respect to the Business; (n) changed any of the foregoingterms and conditions with respect to the pricing of any of its products (including any terms and conditions that are ancillary to, or otherwise affect, the aggregate price paid for any of its products) that differ in any material respect from the terms and conditions previously offered by the Company with respect to the Business; (o) acquired any other business or entity (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by purchase of assets or stock or acquired any other material assets; or (p) committed or agreed to any of the foregoing in any manner that would be legally enforceable.

Absence of Certain Developments. Except as set forth on Schedule 5.5, since June 30, 2015Since the date of the Latest Balance Sheet, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a not been any Material Adverse Effect. Except as set forth on the Developments Schedule attached hereto and except as expressly contemplated by this Agreement and as set forth on Schedule 5.5Agreement, since June 30the date of the Latest Balance Sheet, 2015neither Seller nor any of the Subsidiaries has: (1) borrowed any amount or incurred or become subject to any material liabilities, the Company has conducted its business only except liabilities incurred in the ordinary course consistent with past practiceof business, liabilities under contracts entered into in the ordinary course of business and the Company has not: borrowings from banks (aor similar financial institutions) incurred any Indebtednessnecessary to meet ordinary course working capital requirements; (b2) delayedmortgaged, postponed pledged or cancelled subjected to any material lien, charge or other encumbrance, any material portion of its assets, except liens for current property taxes not yet due and payable; (3) sold, assigned or transferred any portion of its tangible assets, except in the ordinary course of business; (4) sold, assigned or transferred any material Intellectual Property; (5) suffered any material extraordinary losses or waived any rights of material value; (6) made any distributions to partners of HSNLP; (7) made any capital expenditures or commitments therefor except in the ordinary course of business; (8) entered into any other transaction except in the ordinary course of business; (9) increased the compensation, commissions and perquisites payable to any officer, employee or agent of the Sellers or the Subsidiaries, made any payment of accounts payable any bonus or other extraordinary compensation to any other Liabilityofficer, employee or agent of the purchase of inventory, Sellers or the replacement of inoperable, worn out Subsidiaries or obsolete assets with assets of comparable qualityentered into any agreement to make any such increase or payment, other than any such increase or payment paid or to become payable in the ordinary course of business consistent with past practicepractice other than with respect to any Executive Officer; (c10) soldexperienced any damage, assigned, transferred, leased, licensed, failed to maintain destruction or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the casualty loss, lapse whether or abandonment not covered by insurance, in excess of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice$50,000; (d11) failed to make entered into any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Companyother Affiliate transaction, contract or arrangement; (e12) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAPpractices; (f13) settled any litigation; and (14) suffered any changestrike, event work stoppage or condition which, individually other material labor problem (other than the resignation or in the aggregate, has had potential resignation of employees or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, to do any officers of the foregoingSellers or the Subsidiaries).

Absence of Certain Developments. Except as set forth on Schedule 5.5in Section 4.06 of the Disclosure Schedule, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except except as expressly contemplated by this Agreement and as set forth on Schedule 5.5Agreement, since June 30, 2015, the date of the Latest Balance Sheet: (a) the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has not: (a) incurred any Indebtedness; (b) delayed, postponed or cancelled the payment of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practice; (b) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Company having a replacement cost of more than $25,000 for any single loss; (c) there has not been any material change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not entered into any transaction or contract or incurred any obligation or liability involving the expenditure of more than $25,000; (e) the Company has not acquired any assets or sold, assigned, transferred, leasedconveyed, licensed, failed to maintain leased or abandoned otherwise disposed of any of its assets for which the Purchased Assets, aggregate consideration paid or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or payable in any method individual transaction was in excess of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP$25,000; (f) suffered the Company has not cancelled or compromised any change, event debt or condition whichclaim with a value, individually or in the aggregate, exceeding $25,000 or amended, cancelled, terminated, relinquished, waived or released any contract or right involving the expenditure of more than $25,000; (g) the Company has had not made or could reasonably be expected committed to make any capital expenditures or capital additions in excess of $25,000; (h) the Company has not instituted or settled any legal proceeding in which equitable relief was sought or in which claimed damages exceeded $25,000; (i) the Company has not amended any Plan or established any new employee benefit plan; (j) there have been no labor strikes, work stoppages or lockouts against the Company; (k) the Company has not received any notice of termination of any Significant Contract; (l) there has not been a Material Adverse Effect; (gm) cancelled or waived the Company has not hired any right or claim (or series of related rights and claims) related to any Purchased Assetnew employee whose salary is accounted for as an indirect expense; (hn) agreedthe Company has not mortgaged, pledged or subjected to any Lien, any portion of its assets, except for Permitted Liens; (o) the Company has not sold, assigned or transferred any Company Intellectual Property; (p) the Company has not issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; (q) the Company has not made any loan to any other Person, except in the ordinary course of business; (r) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether orally in cash or in writingkind) or redeemed, to do purchased, or otherwise acquired any of its capital stock; (s) the foregoingCompany has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (t) the Company has not entered into any employment contract or consulting or independent contractor agreement with payments exceeding $25,000 per year or any collective bargaining agreement, or modified the terms of any such existing contract or agreement; or (u) the Company has not made any other material change in employment terms (including compensation) for any of its directors or officers or for any employees having employment contracts with annual payments exceeding $25,000 per year (except for the grant and payment of any bonuses in connection with the consummation of the transactions contemplated by this Agreement).

Absence of Certain Developments. (a) Except for the transactions contemplated by this Agreement (including the Assignment and Assumption Agreement) or as set forth in Section 3.7 of the Seller Disclosure Schedules, since December 31, 2019 until the date of this Agreement, the Acquired Group Companies have operated in the Ordinary Course of Business (taking into account all COVID-19 Actions) and there has not been any Material Adverse Effect. (b) Except as set forth on Schedule 5.5in Section 3.7 of the Seller Disclosure Schedules or as contemplated pursuant to this Agreement, the Ancillary Agreements and the Contribution Agreement, since June 30December 31, 20152019 until the date of this Agreement, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, (x) none of the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has not: (a) incurred any Indebtedness; (b) delayed, postponed or cancelled the payment of accounts payable Seller or any of its Affiliates (other Liability, the purchase of inventory, than any Acquired Group Company) has contributed or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, assigned any liabilities to any Acquired Group Company other than in the ordinary course Ordinary Course of business consistent Business or in connection with past practicethe Contribution Agreement and (y) no Acquired Group Company has: (i) incurred any casualty, loss, damage or destruction of any property that is material to the Acquired Group Companies, taken as a whole, and that is not covered by insurance, subject to any retentions, deductibles or similar items; (cii) entered into a new line of business, abandoned or discontinued any existing lines of business; (iii) authorized for issuance, issued sold, pledged, granted or encumbered any of the Equity Securities; (iv) purchased, redeemed or otherwise acquired Equity Securities of any Acquired Group Company; (v) sold, transferred or otherwise disposed of any material asset or property (tangible or intangible) other than in the Ordinary Course of Business; (vi) adopted a plan of liquidation, dissolution, restructuring, recapitalization, bankruptcy, suspension of payments or other reorganization; (vii) requested or accepted advanced or accelerated payment from any Medicare Administrative Contractors; (viii) sold, assigned, transferred, leased, licensed, failed to maintain let lapse, abandoned, transferred or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment otherwise disposed of any Company Intellectual Property Rights, except (i) sales other than licenses granted by the Acquired Group Companies to customers of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practiceAspen Business; (dix) failed (A) other than COVID-19 Actions, materially delayed or materially postponed the payment of accounts payable and other Liabilities or accrued any expenses outside the Ordinary Course of Business, (B) accelerated or accepted the prepayment of any accounts receivable or accelerated ▇▇▇▇▇▇▇▇ or recognized revenue outside the Ordinary Course of Business, (C) other than COVID-19 Actions, agreed or negotiated with any party to make extend the payment date of any capital expenditures required accounts payable or (D) other than COVID-19 Action, otherwise change any policies or practices with respect to be made in the ordinary course to preserve and maintain the Assets of the Companypayables, receivables or cash management; (ex) made any material Tax election or changed an annual accounting periodother than COVID-19 Action, made any material change in the operations or policies with respect to selling services, accounting for such sales, its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, account policies (except to the extent required by applicable law GAAP), including any change or GAAPmodification of any Acquired Group Company’s credit, collection or payment policies, procedures or practices (i.e. acceleration of collections or accounts receivables (whether or not past due), written off accounts receivables or failed to pay or delayed payment of payables or other Liabilities); (fxi) suffered unless required by Law, (i) modified, extended or entered into any changeCBA or (ii) recognized or certified any labor union, event labor organization or condition which, individually or in group of employees of the aggregate, has had or could reasonably be expected to have a Material Adverse EffectAcquired Group Companies as the bargaining representative for any employees of the Acquired Group Companies; (gxii) cancelled (i) materially increased or waived decreased the compensation or other benefits payable or to become payable by any right Acquired Group Company to any Acquired Group Company Employee or claim officer, director, clinician or individual service provider of any Acquired Group Company with a base salary after such increase or decrease in excess of $300,000 (for purposes of clarity, any increase or decrease of ten percent (10%) or less shall not be considered material); (ii) entered into an award of, announcement related to or agreement to pay any cash incentive, equity or equity-based awards, severance, change in control, retention, separation, commission, or benefit to any Acquired Group Company Employee, or officer, director, clinician or individual service provider of any Acquired Group Company; (iii) increased the coverage or benefits available under any Group Benefit Plan (or series any plan, program, policy, agreement, contract, or arrangement that would constitute a Group Benefit Plan if in effect as of related rights and claimsthe date of this Agreement) related other than as set forth pursuant to the terms of the Transition Services Agreements; (iv) terminated, adopted, established, modified, or amended any Group Benefit Plan other than as set forth pursuant to the terms of the Transition Services Agreements; (v) accelerated or committed to accelerate the funding, payment, or vesting of any compensation or benefit to any Purchased Asset;Acquired Group Company Employee, or officer, director, clinician or individual service provider of any Acquired Group Company under any Group Benefit Plan or otherwise (except as required under this Agreement); (vi) hired or terminated (other than for “cause”) any Acquired Group Company Employee, or officer, director, clinician or individual service provider of any Acquired Group Company with a base salary greater than $300,000; or (vii) waived or released any noncompetition, nonsolicitation, nondisclosure, or other restrictive covenant obligation of any Acquired Group Company Employee, or officer, director, clinician or individual service provider; or (hxiii) agreed, whether orally or in writing, agreed to do take any of the foregoingforegoing actions. (c) Except as set forth in Section 3.7(c)(i) of the Seller Disclosure Schedules, the Contribution Agreement, has not been amended, restated, modified or supplemented. Seller has provided to Buyer true and complete copies of the Contribution Agreement and the Assignment and Assumption Agreement. Section 3.7(c)(ii) of the Seller Disclosure Schedules sets forth all of the assets and Liabilities contributed to the Acquired Group Companies pursuant to the Contribution Agreement.

Absence of Certain Developments. Except as set forth on Schedule 5.5, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as for actions expressly contemplated by this Agreement and as set forth on Schedule 5.5any other Transaction Document, since June 30from December 31, 20152022 through the Agreement Date, (a) there has not been any Effect that, individually or in the Company aggregate, which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) the Business has been conducted its business only in the ordinary course consistent with past practicepractice and (c) none of Seller or any Other Seller has taken (i) any action that would, and if taken by Seller or any Other Seller from the Company has not: Agreement Date through the Closing Date, require the consent of Buyer under Section 6.1(a)(i), Section 6.1(a)(ii), Section 6.1(a)(iii), Section 6.1(a)(iv), Section 6.1(a)(v), Section 6.1(a)(vi), Section 6.1(a)(vii), Section 6.1(a)(viii), Section 6.1(a)(xiii), Section 6.1(a)(xiv), Section 6.1(a)(xv) or Section 6.1(a)(xvi) or (aii) incurred with respect to the Business, any Indebtedness; of the following actions: (bA) accelerated the collection of receivables in material deviation from the normal collection policy of Seller, (B) cancelled, discounted, returned or waived any material right, contingent or otherwise, including without limitation any accounts receivable, notes receivable or other receivables, unbilled services delivered, advances paid or any similar asset outside of the ordinary course of business, (C) deferred, delayed, postponed or cancelled the payment of accounts payable payables, expenditures or any other LiabilityLiability in anticipation of the transactions contemplated hereby, (D) accelerated the purchase recognition of inventoryrevenue or collection of accounts, or the replacement deferred incurring costs or expenditures outside of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business business, (E) maintained billing and collection processes consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, practice or (iiF) disposition provided services or replacement of furniture, fixtures or equipment sold products in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory quantities that is material or are outside of the ordinary course of business consistent with past practicerelative to historical levels, except to the extent required by applicable law or GAAP; (f) suffered engaged in any change, event or condition which, individually or in the aggregate, has had or could practice that would reasonably be expected to have a Material Adverse Effect; (g) cancelled considered “channel stuffing” or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, to do any of the foregoing“trade loading”.

Absence of Certain Developments. Except as set forth on Schedule 5.54.8, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has notLast Fiscal Year End: (a) incurred no Seller nor any IndebtednessCompany has sold, leased, transferred, assigned or otherwise conveyed any of the assets of any Company, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) no Company has entered into any Contract (or series of related Contracts) involving more than $50,000 that is outside the Ordinary Course of Business; (c) no Person (including Sellers or any Company) has accelerated, suspended, terminated, modified, amended or canceled any Contract (or series of related Contracts) involving more than $50,000 to which any Company is a party or by which it is bound; (d) other than in the Ordinary Course of Business, no Encumbrance has been imposed on any asset of any Company; (e) no Company has made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business or made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans or acquisitions); (f) no Company has delayed, postponed or cancelled accelerated the payment of accounts payable or any other Liability, the purchase of inventory, liabilities or the replacement receipt of inoperable, worn out or obsolete assets with assets of comparable quality, other than accounts receivable except in the ordinary course Ordinary Course of business consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse EffectBusiness; (g) cancelled no Company has canceled, compromised, waived or waived released any material right or claim (or series of related rights and or claims) related to any Purchased Assetexcept in the Ordinary Course of Business; (h) agreedthere has been no change made, or authorized to be made, in the Organizational Documents of any Company; (i) no Company has experienced any damage, destruction or loss (whether orally or not covered by insurance) in writingexcess of $50,000 in the aggregate to its assets; (j) no Company has made any loan to, or entered into any other transaction with, any Seller, any Business Employee or any Company’s directors, officers, agents or independent contractors, or any Affiliate of the foregoing; (k) no Company has made any change in accounting principles, policies or practices from those utilized in the preparation of the Annual Financial Statements; (l) to do Sellers’ Knowledge, no complaint or investigation against any Company has been commenced by any Governmental Entity and no other event has occurred which calls into question any Governmental Authorization necessary for such Company to conduct its business and to own and operate such Company’s assets; (m) no Material Adverse Effect has occurred; (n) no Company has received any notice from any customer, supplier, user, subscriber, vendor, Governmental Entity or any other Person, the result of which could reasonably be expected to materially impact the business or operations of any of the foregoingCompanies; (o) no Company has issued, sold or otherwise disposed of any of its Ownership Interests, or granted any Ownership Interests, including any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Ownership Interests; (p) no Company has (i) made any settlement of or compromised any Tax liability, adopted, changed or revoked any Tax election or Tax method of accounting, made any new Tax election or adopted any new Tax method of accounting; (ii) surrendered any right to claim a refund of Taxes; (iii) consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (iv) amended any Tax Return or entered into any closing agreement related to Taxes; or (v) taken any other action that would have the effect of increasing the Tax liability of any Company for any Tax period (or portion thereof) beginning after the Closing Date; (q) no Company has declared, set aside or paid any dividend or made any distribution with respect to its Ownership Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Ownership Interests or split, combined or reclassified any of its Ownership Interests; (r) except as part of the requirements of the Closing, no Company has discharged or satisfied any Encumbrance or paid any liability, other than current liabilities paid in the Ordinary Course of Business; (s) except as required by applicable Law, no Company has adopted or terminated or made any amendment or modification to any Plans; (t) no Company has taken any action outside of the Ordinary Course of Business, except for actions explicitly permitted or required by this Agreement; and (u) no Seller nor any Company has committed or agreed (in writing or otherwise) to take any of the actions described in this Section 4.8.

Absence of Certain Developments. Except Since December 31, 2009, except as set forth in Schedule 4.8, (i) Seller and its Affiliates have operated the Business in all material respects in the Ordinary Course of Business; (ii) there has not been any change made by Seller or its Affiliates in their accounting practices relating to the Business; (iii) there has not been any Encumbrance imposed or agreed to be imposed on Schedule 5.5or with respect to any of the Acquired Assets, since June 30, 2015other than Permitted Encumbrances; (iv) except for this Agreement, there has not been any agreement to sell, lease or dispose of any of the Acquired Assets, other than sales of Inventory in the Ordinary Course of Business; (v) there has not been any material modification, waiver, change, amendment, release, rescission, accord and satisfaction or termination of, or with respect to, any term, condition or provision of any Assigned Contract; (vi) there has not been any disposition or license of any Acquired Intellectual Property; (vii) there has not been any damage, destruction or loss of any Acquired Asset, other than the sale of Inventory and ordinary wear and tear occurring in the Ordinary Course of Business; (viii) there has not been any notice or settlement of, or to Seller’s Knowledge, any threat from any Person of commencement of or any service regarding the commencement of, any lawsuit or proceeding against Seller or any of its officers or directors with regards to or affecting the Acquired Assets or Assumed Liabilities; and (ix) no event has occurred no fact, event or circumstance which has had or could reasonably be expected to have not resulted in a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has not: (a) incurred any Indebtedness; (b) delayed, postponed or cancelled the payment of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 5.5, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly for the transactions contemplated by this Agreement and Agreement, (i) since January 1, 2020, (1) except as set forth on Schedule 5.5, since June 30, 2015required by Law (including any COVID-19 Measures), the Company has conducted its business only and the Business have operated in the ordinary course consistent of business consistent, in all material respects, with past practice, practice and (2) there has not been any Material Adverse Effect; and (ii) since the Company has notBalance Sheet Date: (a) incurred any Indebtednessnone of the assets or properties (including Intellectual Property Rights) of the Company or the Business have been sold, assigned, licensed or otherwise transferred or conveyed (except for (i) de minimis assets (excluding Intellectual Property Rights) or (ii) non-exclusive grants to customers to access or license the Company’s Software, in each case, in the ordinary course of business); (b) delayedno Contract or other agreement (or series of related agreements) to which the Company is a party or by which the Company or the Business is subject has been entered into, postponed accelerated terminated, amended, supplemented or cancelled materially modified that either involves an amount more than $50,000 in any calendar year or occurred outside the payment ordinary course of business; (c) none of the assets or properties of the Company or the Business (including Intellectual Property Rights) has suffered or become subject to any Encumbrance (except Permitted Encumbrances); (d) neither Seller nor any Affiliate of Seller (including the Company) has entered into, renewed, renegotiated, modified the terms of or terminated any employment agreement or collective bargaining agreement or any similar agreement with a Union to which the Company is a party or by which the Company or the Business is subject; (e) no sales revenues of the Company or the Business have been recorded pursuant to transactions in which the purchaser of such products has the right to return such products or services, including software-as-a-service, at a future date or has the right to elect early termination of such services and receive a refund of service fees paid, as applicable; (f) neither Seller nor any Affiliate of Seller (including the Company) has (i) failed to pay and discharge any current liabilities of the Company or the Business in the ordinary course of business, except where disputed in good faith by appropriate proceedings and for which adequate reserves have been taken in Estimated Working Capital, (ii) accelerated or delayed collection of accounts receivable of the Company or the Business in advance of or beyond the dates when the same would have been collected in the ordinary course of business or (iii) offered any customer of the Company or the Business a discount or other inducement to accelerate ▇▇▇▇▇▇▇▇ and collections, other than discounts offered in the ordinary course of business; (g) neither Seller nor any Affiliate of Seller (including the Company) has, in respect of the Company or the Business, (i) made any material change in the terms or manner of licensing or distribution of products or services, (ii) made any material change to its pricing, discount, allowance or return policies, (iii) granted any material pricing, discount, allowance or return terms for any customer or vendor or (iv) decreased the amount of any subscription and support renewal fees due to the Company from the amount of such subscription and support renewal fee payable to the Business during the preceding twelve-month period, except, in the case of clause (iii) and clause (iv), in the ordinary course of business; (h) neither Seller nor any Affiliate of Seller (including the Company) has, in respect of the Company or the Business, (i) increased the compensation of any of the directors, officers, employees or other service providers of the Company or the Business or made any other Liabilitychange in employment or service terms of such Person, other than in the purchase ordinary course of inventorybusiness, (ii) entered into, amended or modified any deferred compensation, severance, settlement, release, conciliation or similar agreement or (iii) made any loan to, or entered into any other transaction with, any of its Affiliates, directors, officers, employees or other service providers outside the replacement ordinary course of inoperablebusiness and inconsistent with past practice; (i) neither Seller nor any Affiliate of Seller (including the Company) has, worn out in respect of the Company or obsolete assets with assets of comparable qualitythe Business, other than in the ordinary course of business consistent with past practice(i) adopted, entered into, amended, terminated or materially modified any employee benefit plan, program or arrangement or (ii) otherwise increased (or otherwise agreed to increase) the benefits provided to any directors, officers, employees or other services providers of the Company or the Business; (cj) soldneither Seller nor any Affiliate of Seller (including the Company) has made, assignedchanged or otherwise modified any Tax election affecting the Company, transferredadopted or changed any accounting method affecting the Company, leasedamended any Tax Return affecting the Company, licensed, failed to maintain or abandoned entered into any “closing agreement” as described in Section 7121 of the Purchased AssetsCode (or any corresponding or similar provision of state, local, non-U.S. or taken other law) affecting the Company, entered into any action that could reasonably be expected Tax sharing, Tax indemnity, Tax allocation or similar agreement or Contract affecting the Company, settled any Tax claim or assessment affecting the Company, surrendered any right to result in claim a refund or credit of Taxes affecting the lossCompany, lapse or abandonment of incurred any Company Intellectual Property Rights, except (i) sales of inventory in liability for Taxes outside the ordinary course of business consistent with past practicepractice affecting the Company, or (ii) disposition consented to any extension or replacement waiver of furniture, fixtures the limitation period applicable to any Tax claim or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of assessment affecting the Company; (ek) made neither Seller nor any material Tax election or changed an annual accounting periodAffiliate of Seller (including the Company) has taken any action that, made if taken after the date hereof, would require Buyer’s consent pursuant to Section 5.1; or (l) neither Seller nor any material change Affiliate of Seller (including the Company) has, in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside respect of the ordinary course of business consistent with past practiceCompany or the Business, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, committed to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.54.7, since June 30, 2015, the Purchaser Balance Sheet Date (i) Purchaser has conducted its operations in all material respects only in the Ordinary Course of Business and in substantially the same manner as previously conducted and (ii) there has occurred no factnot been any event, event change, occurrence or circumstance which that has had or could reasonably be expected to have a Material Adverse EffectEffect on Purchaser. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5Without limiting the generality of the foregoing, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has notPurchaser Balance Sheet Date: (a) incurred Purchaser has not entered into any Indebtednesstransaction or Contract or conducted its business other than in the Ordinary Course of Business; (b) delayedPurchaser has not sold, postponed or cancelled the payment of accounts payable or any other Liabilityleased, the purchase of inventorytransferred, pledged, or the replacement assigned any of inoperable, worn out or obsolete its assets with assets of comparable quality, other than inventory in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (c) soldno Person (including Purchaser) has accelerated, assignedterminated, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assetsmodified, or taken canceled any action that could reasonably be expected Contract (or series of related Contracts) relating to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practicePurchaser involving more than $25,000; (d) failed there has not been any material damage, destruction or loss, whether or not covered by insurance, with respect to the assets of Purchaser; (e) Purchaser has not made or committed to make any capital expenditures required to be made or capital additions or betterments in excess of $25,000 individually or $50,000 in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAPaggregate; (f) suffered Purchaser has not made any changecapital investment in, event any loan to, or condition whichany acquisition of the securities or assets of, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectany other Person; (g) cancelled Purchaser has not issued, created, incurred, assumed, or waived guaranteed any right or claim (or series of related rights and claims) related to any Purchased AssetIndebtedness in an amount exceeding $50,000 in the aggregate; (h) agreedPurchaser has not instituted or settled any Legal Proceeding; (i) Purchaser has not failed to promptly pay and discharge current liabilities in the Ordinary Course of Business consistent with past practices, except for liabilities not material in amount that are disputed in good faith by appropriate proceedings; (j) Purchaser has not mortgaged, pledged or subjected to any Lien (other than Permitted Liens) any of its assets; (k) there has not been any declaration, setting aide or any payment of any dividends, or other distributions in respect of the capital stock of Purchaser; and (l) Purchaser has not entered into any legal obligation, whether orally written or in writingoral, to do any of the foregoing.

Absence of Certain Developments. (a) Except as contemplated by this Agreement or as set forth on Schedule 5.55.8(a), since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, the Balance Sheet Date (i) the Company has and its Subsidiaries have conducted its business their respective businesses only in the ordinary course consistent with past practice, Ordinary Course of Business and the Company has not: (a) incurred any Indebtedness; (b) delayed, postponed or cancelled the payment of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniturethere has not been any event, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event occurrence or condition whichcircumstance that, individually or in the aggregate, has had or could reasonably would be expected to have a Material Adverse Effect;. (gb) cancelled Without limiting the generality of the foregoing, except as set forth in Schedule 5.8(b), or waived as expressly contemplated by this Agreement to occur after the date hereof, (i) since the Balance Sheet Date, neither the Company nor any right Subsidiary (A) has incurred or claim discharged or satisfied any Indebtedness or any other material obligation or liability except for normal trade obligations incurred in the Ordinary Course of Business, (B) has sold, transferred or series otherwise disposed of related rights and claims) related to any Purchased Asset; (h) agreedof its material properties or assets or any interest therein, whether orally or in writing, agreed to do any of the foregoing, except sales and non-exclusive licenses of products and sales in the Ordinary Course of Business or the disposal of obsolete or worthless assets, (C) has written off as uncollectible accounts receivables, or written down the value of its assets, except in each case in the Ordinary Course of Business and at a rate no greater than during the 12-month period ending on the Balance Sheet Date, (D) (1) has granted, or is committed to grant, salary or wage increases or any increase in or addition to any other compensation or benefits to Company Employees (except in the case of employees that are not officers, increases in salary, wages or incentive compensation in the Ordinary Course of Business), (2) has made any loan or advance of money or other property to any of the Company Employees (other than routine advances to employees for business expenses in the Ordinary Course of Business in an amount not exceeding $25,000 to any individual employee), (3) has established, adopted, entered into, amended or terminated any Company Benefit Plans, or (4) has granted or promised to grant any equity or equity-based awards to any Company Employees, (E) has purchased or redeemed any shares of capital stock or other equity interests, or made or declared any dividend or distribution with respect to any capital stock or equity security, (F) has changed its methods of keeping of its books of account or accounting practices, except as required by GAAP, (G) except in the Ordinary Course of Business, has changed or modified its existing credit, collection and payment policies, procedures and practices (including any acceleration in the collection of receivables or delay in the payment of payables), (H) has entered into any transaction, agreement or arrangement outside the Ordinary Course of Business that would be required to be disclosed on Schedule 5.20 or (I) has agreed or committed to do any of the foregoing and (ii) since the Balance Sheet Date through the date hereof, neither the Company or any Subsidiary (A) has waived or released any of its material rights with respect to its business, assets, Intellectual Property or Permits or permitted any of such rights to lapse or (B) in the case of the Company, lost the services of an executive officer.

Absence of Certain Developments. Except as set forth on Disclosure Schedule 5.56.7, since June 30, 2015the date of the Most Recent Balance Sheet, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a not been any Material Adverse EffectEffect and the Group has operated in the Ordinary Course of Business. Except Without limiting the generality of the foregoing, except as set forth on Disclosure Schedule 6.7 or as expressly contemplated by this Agreement and as set forth on Schedule 5.5Agreement, since June 30, 2015the date of the Most Recent Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company Group has not: (a) incurred any Indebtedness; (b) delayed, postponed or cancelled the payment of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than in the ordinary course of business consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make experienced any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or changes in any method of accounting relationship with its suppliers, customers, distributors, brokers, lessors or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to others which would have a Material Adverse Effect; (gii) cancelled sold, leased, transferred, or waived assigned any of its material assets, tangible or intangible (including without limitation the Proprietary Rights) other than for fair consideration in the Ordinary Course of Business; (iii) entered into any Contract (or series of related Contracts) involving more than $50,000 individually to which it is a party or by which it is bound nor modified the terms of any such existing contract or agreement, or outside the Ordinary Course of Business; (iv) (nor has any other party) accelerated, terminated, modified or canceled any permit or agreement, contract, lease or license involving more than $50,000 individually to which it is a party or by which it is bound; (v) suffered any material damage, destruction or loss, whether or not covered by insurance, affecting any material property or assets owned or used by it; (vi) adopted, modified, amended or terminated, in any material respect, any bonus, profit-sharing, incentive, severance, or other similar plan (including any Employee Benefit Plan), contract, or commitment for the benefit of any of its directors, officers, or employees, or otherwise made any material change in the employment terms (including any increase in compensation by more than one percent (1%)) for any of its officers and employees described in clause (i) of Section 6.13(a); (vii) made any capital expenditure or any other investment (or series of related investments) in excess of $50,000 individually and $100,000 in the aggregate; (viii) incurred, assumed or guaranteed any Indebtedness, or incurred any Liens, involving more than $25,000 individually or in the aggregate; (ix) canceled, compromised, waived, or released any right or claim (or series of related rights and claims) related to any Purchased Asseteither involving more than $50,000 individually or in the aggregate, or outside the Ordinary Course of Business; (hx) agreedissued, whether orally sold or otherwise disposed of any Equity Equivalents in the Group, or granted, modified or amended any options, warrants, stock appreciation rights, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any Equity Equivalents in the Group or participate in any change in the value thereof; (xi) made or been subject to any material change in its accounting practices, procedures or methods or in writingits cash management practices; (xii) entered into or become party to any Affiliate Agreement or Affiliate Obligation, including without limitation any (A) loan or advance of funds, or made any other payments, to any of its directors, officers, employees, shareholders, members or Affiliates, or (B) any payment or declaration of any dividend, redemption or other distribution with respect to Equity Equivalents in the Group other than (1) distributions by any Company Subsidiary to the Company, and (2) distributions by the Company to the holders of the Eagle LLC Membership Interests (x) for the purposes of paying any taxes payable by such holders of the Eagle LLC Membership Interests attributable to the income of the Company for the tax period commencing on January 1, 2005 through the Closing Date and (y) of the Assigned Claims; (xiii) granted any license or sublicense of any rights under, allowed to lapse, disposed of, failed to protect or maintain or otherwise experienced any Material Adverse Changes with respect to the Proprietary Rights; (xiv) experienced any changes in the amount or scope of coverage of insurance now carried by it; (xv) made or revoked any Tax election or settled or compromised any Tax Liability; or (xvi) committed to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by or in connection with this Agreement (including the transactions contemplated by Section 7.13 hereof), as permitted by Section 7.2, or as set forth on Schedule 5.54.10 hereto, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has notAudited Balance Sheet Date: (a) incurred there has not been any Indebtednessdamage, destruction or loss, whether or not covered by insurance, with respect to the properties and assets of the Companies or the Subsidiaries having a replacement cost of more than Seven Hundred Fifty Thousand Dollars ($750,000) for any single loss; (b) delayedthere has not been any declaration, postponed setting aside or cancelled the payment of accounts payable any dividend or other distribution in respect of any shares of capital stock of any Company or any repurchase, redemption or other Liability, the purchase acquisition by any Seller or any Company or any Subsidiary of inventoryany outstanding shares of capital stock or other securities of, or other ownership interest in, any Company or any Subsidiary; (c) there has not been any material change by any Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (d) no Company and no Subsidiary has entered into any transaction or Contract involving the replacement expenditure of inoperablemore than Seven Hundred Fifty Thousand Dollars ($750,000) or incurred or assumed any long-term debt exceeding Seven Hundred Fifty Thousand Dollars ($750,000); (e) no Company and no Subsidiary has made any material loans, worn out advances or obsolete assets with assets capital contributions to, or investments in, or guaranteed the material obligations of, any Person (other than any Company or Subsidiary) or paid any fees or expenses to any Seller or any Affiliate of comparable quality, any Seller other than in the ordinary course of business consistent with past practice; (cf) soldno Company and no Subsidiary has mortgaged, assignedpledged or subjected to any Lien any asset, transferredor acquired any assets for which the aggregate consideration paid or payable in any individual transaction was in excess of Seven Hundred Fifty Thousand Dollars ($750,000); (g) no Company and no Subsidiary has canceled or compromised any debt or claim with a value, leasedindividually or in the aggregate, licensedexceeding Seven Hundred Fifty Thousand Dollars ($750,000) or amended, failed canceled, terminated, relinquished, waived or released any Contract involving the expenditure of more than Seven Hundred Fifty Thousand Dollars ($750,000); (h) no Company and no Subsidiary has made or committed to maintain make any capital expenditures or abandoned capital additions or betterments in excess of Seven Hundred Fifty Thousand Dollars ($750,000); (i) no Company and no Subsidiary has settled any Legal Proceeding in which equitable relief was sought or which involved a payment in excess of Seven Hundred Fifty Thousand Dollars ($750,000), except for settlements that include a full and unconditional release in favor of the Purchased AssetsCompanies and the Subsidiaries with no obligation for future performance or to make any further payments; (j) except as required by Contracts existing on the Audited Balance Sheet Date, or taken copies of which have been made available to Purchaser prior to the date hereof, there has not been any action that could reasonably be expected to result (i) increase in (x) the loss, lapse or abandonment aggregate compensation of officers and directors of any Company Intellectual Property Rights, except or any Subsidiary or of employees of any Company or any Subsidiary having an annual base salary in excess of Two Hundred Thousand Dollars (i$200,000) sales or (y) the aggregate compensation of inventory in the employees of any Company or any Subsidiary outside the ordinary course of business consistent with past practice; (ii) extraordinary bonus, benefit or other direct or indirect compensation paid to any officer, director and/or employee of any Company or any Subsidiary; (iii) except as set forth on Schedule 4.19, new severance, termination, retention, deferred compensation, bonus or other incentive compensation, profit sharing, stock option, stock appreciation right, restricted stock, stock equivalent, stock purchase, pension, retirement, medical, hospitalization, life or other insurance or other employee benefit plan adopted or authorized for the benefit of the officers, directors, and/or employees of any Company or any Subsidiary with respect to which any Company or any Subsidiary would have any liability, or (iiiv) adoption or material amendment of any collective bargaining agreement; (k) there has not been any sale, lease, transfer, assignment, distribution or other disposition or replacement of furniture, fixtures or equipment any material assets (except for sales in the ordinary course of business consistent with past practicebusiness) by any Company or any Subsidiary in excess of Seven Hundred Fifty Thousand Dollars ($750,000); (dl) failed to make the Knowledge of Sellers, except as set forth on Schedule 4.10, there has not been any capital expenditures required disposal or lapse of any rights in, to be made or for the use of any material Intellectual Property used by or held by any Company or any Subsidiary or other disposition of, any material Technology of any Company or any Subsidiary; (m) there has not been any revaluation by any Company or any Subsidiary of any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, other than in the ordinary course to preserve and maintain the Assets of the Company;business; and (en) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, there has had or could reasonably be expected to have not been a Company Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except Since December 31, 2019, there has not been a Material Adverse Effect and except as set forth on Schedule 5.5, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has not:3(g): (ai) incurred no Seller has sold, leased, assigned, licensed, disposed of, abandoned or transferred any Indebtedness; of its assets (bincluding Intellectual Property) delayed, postponed or cancelled the payment of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than sales of inventory for fair consideration in the ordinary course of business consistent with past practicebusiness; (cii) sold, assigned, transferred, leased, licensed, failed to maintain no Seller has entered into any Contract or abandoned any series of the Purchased Assets, or taken any action that could reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property Rights, except (i) sales of inventory in Contracts either involving more than $75,000 and outside the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practicebusiness; (diii) failed no Person (including any Seller) has accelerated, terminated or modified (except with the prior written approval of Buyer) any Contract (or series of related Contracts) involving more than $75,000 to make which any capital expenditures required Seller is a party or by which any Seller is bound and, to be made in the ordinary course to preserve and maintain the Assets Knowledge of the Company, no party intends to take any such action; (eiv) made no Seller has suffered or imposed any material Tax election or changed an annual accounting period, made Lien upon any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, assets except to the extent required by applicable law or GAAPfor Permitted Liens; (fv) suffered any changeno Seller has released, event assigned, discharged, waived, settled, satisfied or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived compromised any right or claim (or series of related rights and or claims) related to any Purchased Asseteither involving more than $75,000 or outside the ordinary course of business; (hvi) agreedno Seller has experienced any material damage or loss (whether or not covered by insurance) to its property; (vii) no Seller has entered into any collective bargaining agreement or modified the terms of any existing such agreement, whether orally or entered into or otherwise become bound by a collective bargaining relationship with any labor organization; (viii) no Seller has (A) granted any increase in writingthe base compensation of any of its current or former directors, officers, employees or other service providers, (B) established, entered into, adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, Plan or other plan, Contract, or commitment for the benefit of any of its current or former directors, officers, employees or other service providers, other than as required by Law or the terms of an existing Plan or committed to do any of the foregoing, (C) granted any bonus, severance, benefit, or other direct or indirect compensation, or granted any equity or equity-based award, in each case, to any of its current or former directors, employees, or other service providers, (D) entered into or amended any arrangements that would constitute a Plan if in effect on the date hereof, (E) accelerated or committed to accelerate the funding, payment, or vesting of any compensation or benefit to any of its current or former director, officers, employees or other service providers, other than as required by any Plan in effect as of the date hereof or by applicable Law, or (F) hired or otherwise entered into any employment or consulting agreement or arrangement with any person or terminated any of its current or former directors, officers, employees or other service providers whose compensation would exceed, on an annualized basis $75,000; (ix) no Seller has changed or otherwise modified any Tax election affecting it; (x) no Seller has materially changed its methods of accounting in effect as of the date of this Agreement, except as may be required by changes in GAAP as approved by its independent auditors; (xi) no Seller has sold, assigned, licensed, sublicensed, transferred or encumbered any of its Intellectual Property, disclosed any Confidential Information to any Person (other than Buyer and Buyer’s representatives, agents, attorneys and accountants), or abandoned or permitted to lapse any of its Intellectual Property; (xii) no Seller has made any change in key management of any Seller, including hiring or terminating any officer, or entered into any employment agreements with any officers or key management employees; (xiii) no Seller has acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or Person or division thereof, other than purchases of assets in the ordinary course of business; (xiv) no Seller has declared, set aside, established a record date for or paid any dividend, distribution or other payment, entered into any agreement to repurchase any equity interests of any Seller, or paid or agreed to pay any Indebtedness or any Transaction Expenses; provided that the Sellers shall be permitted to make a cash dividend to their respective equity holders after the date hereof so long as the Sellers determine in good faith on the date of such dividend that the dividend will not result in the Working Capital on the Closing Date falling below the Target Working Capital; and (xv) no Seller has authorized any of, or committed or agreed to take, whether in writing or otherwise, any of, the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 5.52.6, since June 30December 31, 20152017, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse EffectEffect shall have occurred. Except as expressly contemplated by this Agreement and (i) as set forth on Schedule 5.52.6 or (ii) in connection with the process for the sale of the Company and its Subsidiaries and ▇▇ ▇▇▇▇▇▇▇ or as contemplated by this Agreement, including Section 8.2(j) and 8.2(k), since June 30December 31, 20152017 until the date hereof, the Company has businesses of the APN Entities have been conducted its business only in the ordinary course of business consistent with past practice and no APN Entity has: (a) (i) sold, leased, assigned, licensed, disposed of or otherwise transferred any of its material assets or portion thereof having a value in excess of $2,000,000 in the aggregate (excluding any Proprietary Rights), other than sales, leases, assignments, licenses, dispositions or transfers of finished goods inventory, obsolete assets or assets with no book value, in each case in the ordinary course of business consistent with past practice, and (ii) purchased or otherwise acquired any material assets with a purchase price in excess of $2,000,000 in the Company has not: aggregate (aexcept for purchases of raw inventory in the ordinary course of business consistent with past practice), (iii) incurred made any Indebtednesscapital expenditures (except for capital expenditures which do not exceed $5,000,000 individually or in the aggregate or were made pursuant to Section 6.1(b)(2) or (iv) adopted a plan or agreement of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or material reorganization; (b) delayedsuffered any casualty loss, postponed theft, damage or cancelled destruction of any tangible assets having a value in excess of $2,000,000 individually or in the aggregate, except for any such casualty loss, theft, damage or destruction fully covered by insurance; (c) created, incurred, assumed or guaranteed any Indebtedness outside the ordinary course of business involving more than $10,000,000 in the aggregate; (d) amended or authorized the amendment of any of its governing documents; (e) made any material change in its accounting or financial reporting methods or practices, except in so far as was required by a change in GAAP, including practices with respect to depreciation or amortization policies or rates and the payment of accounts payable or collection of accounts receivable, or taken any actions to accelerate sales into periods prior to the Closing that would otherwise reasonably have been expected to occur following the Closing; (f) made any loan to, or any acquisition of substantially all of the assets or equity of (including by merger or consolidation), any other LiabilityPerson, in each case involving a payment by such APN Entity in excess of $5,000,000 in the purchase aggregate; (g) (i) granted or paid any increase in the compensation of inventoryor employee benefits payable to any of its current or former directors, officers or the replacement of inoperable, worn out or obsolete assets with assets of comparable qualitykey employees, other than (A) ordinary course of business adjustments to compensation or benefits consistent with past practice, or (B) as required by applicable Law or the terms of any Employee Plan, (ii) granted, accelerated or modified the period of exercisability or vesting of equity compensation awards, (iii) established, adopted, entered into or amended any collective bargaining agreement or any other work rule or practice, (iv) hired or terminated (other than for cause) any employee, consultant or independent contractor having annualized base compensation greater than $200,000, (v) established, adopted, entered into, materially amended or terminated any material Employee Plan, except as required by applicable Law or pursuant to the terms of any Employee Plan, or (vi) granted any severance or termination pay to, or entered into any severance agreement with, any director, officer, consultant or individual independent contractor; (h) sold, transferred or assigned or granted any license or sublicense under or with respect to any material Proprietary Rights owned by any APN Entity, except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (ci) sold, assigned, transferred, leased, licensed, abandoned or failed to maintain any registered or abandoned pending material Proprietary Rights owned by any APN Entity, or failure to take or maintain reasonable measures to protect the confidentiality of the Purchased Assets, any material trade secret owned by any APN Entity; (j) cancelled or taken any action that could would reasonably be expected to result in the loss, non-renewal or lapse or abandonment of any Company Intellectual Property Rightsinsurance coverage of the APN Entities set forth on Schedule 2.18; (k) cancelled or compromised any material Action, or waived or released any material right, or instituted, settled or agreed to settle any Action, in each case, involving more than $500,000; (l) issued, granted, sold or otherwise permitted to become outstanding, acquired or pledged, or otherwise encumbered any equity interests, in each case, other than Permitted Liens or any Lien that will be discharged at Closing in connection with the repayment of the Closing Repaid Indebtedness; (m) created or incurred any Lien on any assets, in each case, other than Permitted Liens or any Lien that will be discharged at Closing in connection with the repayment of the Closing Repaid Indebtedness; (n) except (i) sales in the ordinary course of inventory business consistent with past practice or extensions at the end of a term of a Contract in the ordinary course of business consistent with past practice: entered into, transferred or terminated (except for any termination upon expiration of a term in accordance with the terms and conditions thereof), or (ii) disposition materially modified or replacement of furnitureamended, fixtures or equipment in the ordinary course of business consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim material obligation of another party under, any Material Contract (or series of related rights and claims) related to any Purchased Asset;Contract that, if in effect on the date hereof would constitute a Material Contract); or (ho) agreedentered into any Contract with respect to, whether orally or in writingotherwise irrevocably committed to do, to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by ------------------------------- this Agreement, or as set forth on Schedule 5.54.8, since June 30December 31, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 2015, the Company has conducted its business only in the ordinary course consistent with past practice, and the Company has not1995: (a) incurred there has not been any IndebtednessMaterial Adverse Change nor has any event occurred which could result in any Material Adverse Change; (b) delayedthere has not been any damage, postponed destruction or cancelled loss, whether or not covered by insurance, with respect to the property and assets of the Company Group having a replacement cost of more than $50,000 for any single loss or $200,000 for all such losses; (c) there has not been any declaration, setting a record date, setting aside or authorizing the payment of, any dividend or other distribution in respect of accounts any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company, including as relates to the transactions contemplated by the Teleglobe Agreement; (d) there has not been any transfer, issue, sale or other disposition by the Company Group of any shares of capital stock or other securities of the Company Group or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities; (e) the Company Group has neither awarded or paid any bonuses to employees of the Company Group nor entered into any employment, deferred compensation, severance or similar agreements (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company Group's directors, officers, employees, agents or Representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other Liabilityincentive compensation, the purchase of inventoryinsurance, pension or the replacement of inoperableother employee benefit plan, worn out payment or obsolete assets arrangement made to, for or with assets of comparable qualitysuch directors, officers, employees, agents or Representatives, other than in the ordinary course of business consistent with past practice which increases in the aggregate do not exceed $200,000 in annual cost to the Company Group, and other than as may have been required by Law or insurers; (f) the Company Group has not failed to pay and discharge current liabilities when due except where disputed in good faith by appropriate proceedings; (g) the Company Group has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Affiliate of the Company Group; (h) the Company Group has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company Group except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business consistent with past practice; (ci) sold, assigned, transferred, leased, licensed, failed to maintain the Company Group has not discharged or abandoned satisfied any of the Purchased AssetsLien, or taken paid any action that could reasonably be expected to result in the loss, lapse obligation or abandonment of any Company Intellectual Property Rightsliability (fixed or contingent), except (i) sales of inventory in the ordinary course of business consistent with past practicepractice and which, in the aggregate, would not be material to the Company Group taken as a whole (j) the Company Group has not canceled or (ii) disposition compromised any debt or replacement of furnitureclaim or amended, fixtures canceled, terminated, relinquished, waived or equipment released any Contract or right except in the ordinary course of business consistent with past practicepractice and which, in the aggregate, would not be material to the Company Group taken as a whole; (dk) failed the Company Group has not transferred or granted any rights under any contracts, leases, licenses, agreements or Proprietary Rights (as defined in Section 4.12 hereof) used by the Company Group in its business which could result in a Material Adverse Change; and (l) the Company Group has not made any binding committment to make any capital expenditures required to be made or capital additions or betterments in excess of $4.6 million individually or $10 million in the ordinary course to preserve and maintain aggregate (the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or GAAP; (f) suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, to do any of the foregoingitems comprising these amounts being set forth on Schedule 4.8).

Absence of Certain Developments. Except as for actions contemplated or expressly required or permitted by this Agreement, or set forth on Schedule 5.5in Section 5.5 of the Seller Disclosure Schedule, since June 30December 31, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement and as set forth on Schedule 5.5, since June 30, 20152013, the Company Business has been conducted its business only in the ordinary course consistent with past practiceOrdinary Course of Business, and the Company has notnone of Sellers has: (a) incurred any Indebtednesssuffered a Material Adverse Effect, and, to the Knowledge of Sellers, no fact or condition exists or is contemplated or threatened that might reasonably be expected to cause a Material Adverse Effect in the future; (b) delayed, postponed acquired any material assets in excess of $100,000 individually or cancelled the payment of accounts payable or any other Liability, the purchase of inventory, or the replacement of inoperable, worn out or obsolete assets with assets of comparable quality, other than $250,000 in the ordinary course aggregate, except for inventories acquired in the Ordinary Course of business consistent with past practiceBusiness; (c) sold, assigned, transferred, leased, licensedtransferred or assigned any assets, failed tangible or intangible, in excess of $100,000 individually or $250,000 in the aggregate, except for the disposition of obsolete or immaterial assets not necessary for the conduct of the Business; (d) accelerated, terminated, modified, amended, or cancelled any Material Contract, or waived, released or assigned any material rights or claims thereunder, in each case, in a manner materially adverse to maintain Sellers (and, to the Knowledge of Sellers, no other party to any such Material Contract has accelerated, terminated, modified, amended, or abandoned cancelled such Material Contract or waived, released or assigned any rights or claims thereunder); (e) imposed or created any Encumbrance (other than Permitted Encumbrances) upon any of the Purchased Assets, tangible or taken intangible, that would be binding on the Purchaser; (f) incurred or made any action that could reasonably be expected to result capital expenditures in an individual amount in excess of $100,000 and in aggregate amount in excess of $250,000, other than capitalized software costs reflected in the lossFinancial Statements; (g) created, incurred, assumed, or guaranteed any Indebtedness that would be binding upon the Purchaser; (h) transferred, assigned, abandoned, permitted to lapse or abandonment granted (other than pursuant to license agreements entered into in the Ordinary Course of Business) any Company rights under or with respect to, or entered into any settlement regarding the breach, misappropriation, infringement or violation of, any material Intellectual Property RightsProperty, except or modified any existing rights with respect thereto in a manner involving payments by or to the Business in excess of $100,000 individually or $250,000 in the aggregate; (i) sales experienced any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the tangible Purchased Assets in excess of inventory $100,000 individually or $250,000 in the ordinary course aggregate; (j) granted any bonus or any increase in any type of, or otherwise made any change in, the compensation, commission, benefits or other direct or indirect remuneration (including severance or termination pay) payable to, or paid or agreed or made any enforceable oral promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of, any of business consistent its current or former directors, Employees, consultants or agents, in each case other than increases in the Ordinary Course of Business in the compensation payable to those Employees earning less than $150,000 per annum; (k) delayed or postponed the payment of undisputed accounts payable or any other undisputed Liabilities of the Business in any material respect outside the Ordinary Course of Business; (l) encountered, to the Knowledge of Sellers, any labor union organizing activity with past practicerespect to the Business, had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts; (m) adopted, made or agreed to (i) any welfare, pension, retirement, profit sharing, incentive compensation or similar plan, program, payment or arrangement for any Employee except pursuant to the existing Seller Plans, or (ii) disposition any new change of control or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practicecollective bargaining agreement; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (en) made any material Tax election addition to or changed an annual accounting periodmodification of any Seller Plan, made any material change in its cash management practices or in any method other than the extension of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside coverage to Employees of the ordinary course Sellers who became eligible after the Most Recent Balance Sheet Date and actions to prepare for the termination of business consistent with past practice, except to the extent required by applicable law or GAAPcertain Seller Plans; (fo) suffered changed any changefinance, event Tax or condition whichaccounting methods, individually principles or practices, except insofar as may have been required by a change in the aggregate, has had GAAP or could reasonably be expected to have a Material Adverse Effectapplicable Law; (gp) cancelled made or waived rescinded any right Tax election, settled or claim (compromised any material Tax Liability or series of related rights and claims) related entered into a closing agreement with respect to any Purchased AssetTaxes; (hq) agreed, whether orally received any notice of any cancellation or termination of any Material Contracts with any customers of the Sellers that in writing, the aggregate involved payments to do the Sellers of more than $500,000 in the calendar year 2013 (or that the Sellers project as of the Execution Date will involve aggregate payments to the Sellers of more than $500,000 in the 2014 calendar year); or (r) took any action or knowingly omitted to take any action that would result in the occurrence of any of the foregoing.. Notwithstanding anything contained in this Agreement to the contrary, the Sellers are expressly permitted to terminate any Contract that is not an Assigned Contract at any time prior to, on or after the Closing Date