Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. (a) Except as set forth in the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practice. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) i. Except as expressly contemplated by this Agreement or as set forth in Section 4J of the attached "Developments Schedule," Disclosure Letter, since August 31the date of the Latest Balance Sheet, 1998, Seller has conducted neither the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notCompany nor any Subsidiary has: (ia) soldissued any notes, assigned bonds or transferred other debt securities or any of its assetsequity securities or any securities convertible, except for sales of inventory in the ordinary course of business consistent with past custom and practice, exchangeable or mortgaged, pledged or subjected them to exercisable into any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itequity securities; (iib) sold, assigned, transferred, abandoned borrowed any amount or permitted to lapse any Government Licenses which, individually incurred or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any lien or encumbrance or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its stock or purchased or redeemed any shares of its stock or any warrants, options or other rights to acquire its stock; (e) mortgaged or pledged any of its properties or assets or subjected them to any lien, security interest, charge or other encumbrance, except liens for current property taxes not yet due and payable; (f) sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any debts or claims, except in the ordinary course of business; (g) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or disclosed any proprietary confidential information to any Person, other than pursuant to a license arrangement or agreement made in the ordinary course of business or pursuant to a non-disclosure arrangement or agreement made in the ordinary course of business or in connection with the negotiations under this Agreement, the Related Contribution Agreements, and the other agreements entered into pursuant hereto and thereto; (h) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past custom and practice; (viiii) settled made any loans or compromised advances to, guarantees for the benefit of, or any litigation involving equitable relief or involving Investments in, any money damages Persons in excess of $50,000100,000 in the aggregate; (j) made any capital expenditures or commitments therefor that aggregate in excess of $5,000,000; (k) made any charitable contributions or pledges in excess of $100,000 in the aggregate; (l) suffered any damage, destruction or casualty loss exceeding in the aggregate $100,000 not covered by insurance; or (ixm) entered into any other material transaction, transaction other than in the ordinary course of business consistent with past custom and practicebusiness. (b) ii. No party officer, director, employee or agent of the Company or any of its Subsidiaries has acceleratedbeen or is authorized to make or receive, terminatedand the Company does not know of any such person making or receiving, modified any bribe, kickback or canceled any Assigned Contractother illegal payment related to the Company or its Subsidiaries or the conduct of their business.

Absence of Certain Developments. (a) Except as set forth on §3(h) of the Disclosure Schedule or otherwise contemplated by this Agreement, since the Most Recent Fiscal Month End, there has not been any Material Adverse Effect. In addition to the foregoing, since that date and except as set forth on §3(h) of the Disclosure Schedule, the Company and its Subsidiaries have operated in the attached "Developments Schedule," since August 31, 1998, Seller has conducted Ordinary Course of Business and neither the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling Company nor any of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notSubsidiaries has: (i) borrowed any amount or incurred any material liabilities, except amounts borrowed or liabilities incurred in the Ordinary Course of Business or under contracts entered into in the Ordinary Course of Business; (ii) mortgaged, pledged or subjected to any material lien, charge or other encumbrance, any material portion of its assets, except for Permitted Liens arising in the Ordinary Course of Business; (iii) sold, assigned, licensed or transferred any Owned Real Property, Leased Real Property or any material portion of its other tangible assets, except in the Ordinary Course of Business; (iv) sold, assigned or transferred any of its material patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (iiv) soldmade any material capital expenditures or commitments therefor outside the Ordinary Course of Business or failed to make any material capital expenditures that otherwise would have been made in the Ordinary Course of Business; (vi) entered into, assignedmaterially amended or modified, transferredor waived any material rights with respect to, abandoned any material agreement, contract, lease or permitted license outside the Ordinary Course of Business; (vii) issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to lapse acquire its equity securities, or any Government Licenses whichnotes, bonds or debt securities; (viii) declared or paid any dividend, made any distribution on its capital stock or equity interests, redeemed or purchased any shares of its capital stock or equity interests, or paid any management or other fees to any Shareholder or any Affiliates of any Shareholder; provided, that the Company may pay a cash dividend to the Shareholders as long as the amount of such cash dividend is obtained solely from either (A) Cash of the Company existing on January 3, 2004 and deducted from the definition of Closing Cash Consideration or (B) Funded Indebtedness of the Company that is repaid at or prior to the Closing (including any interest, expenses or fees incurred in connection with the borrowing), and the payment of such cash dividend does not subject the Company to any adverse Tax consequences, including any withholding Tax obligation; (ix) increased the compensation of any officer or other key management employee, or entered into any material employment, severance, bonus or consulting agreement or other material compensation agreement or caused or suffered any cancellation or material amendment thereof, other than cost of living or merit increases granted in the Ordinary Course of Business; (x) waived, released, cancelled or forgiven any debts, claims or rights (or series of debts, claims or rights) involving, individually or in the aggregate, are material consideration in excess of $500,000; (xi) (A) acquired (by merger, consolidation, acquisition of stock, other securities or assets or otherwise), (B) made a capital investment in, (C) made a loan advance or agreement to loan or advance to, (D) entered into any joint venture, partnership or other similar arrangement for the Business conduct of business with, or (E) guaranteed any indebtedness for borrowed money of, any Person or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense assets of any rights under Person that constitutes a division or with respect to any Proprietary Rightsoperating unit of such Person; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (vxii) suffered any extraordinary losstheft, damage, destruction or casualty loss affecting its business or waived any rights of material valuetheir respective assets in excess of $250,000 in any single instance or $500,000 in the aggregate, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practiceinsurance; (vixiii) received notificationpaid, discharged, cancelled, compromised or become aware of facts which would lead a reasonable person to believe, that satisfied any material customer liability other than any such payment, discharge, cancellation, compromise or supplier will stop or decrease satisfaction made in any material respect the rate Ordinary Course of business done with the Business; (viixiv) become subject commenced or settled any material legal, administrative or arbitral proceeding; (xv) made or changed any material Tax election, filed any amended material Tax Return, entered into any material closing agreement or settled any material Tax claim or assessment, surrendered any right to claim a refund of Taxes or consented to any extension or waiver of the limitation period applicable to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practiceTax claim or assessment; (viiixvi) settled between November 30, 2003 and January 3, 2004, either failed to manage its working capital in the Ordinary Course of Business or compromised suffered any litigation involving equitable relief or involving any money damages material reduction in excess working capital not in the Ordinary Course of $50,000Business; or (ixxvii) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth disclosed on Schedule 3.18 or in the attached "Developments Schedule," Radius Financial Statements or as otherwise contemplated by this Agreement, since August 31the date of the Radius Latest Balance Sheet, 1998, Seller Radius has conducted the Business its business only in the ordinary course of business consistent with past custom practice and practice there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on Radius or the Surviving Company, (ii) any event that could reasonably be expected to prevent or materially delay the performance of Radius’s obligations pursuant to this Agreement, (iii) any material change by Radius in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of capital stock of Radius or any redemption, purchase or other acquisition of any of Radius’s securities, (v) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of Radius, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of Radius, (vi) other than issuances of options pursuant to duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by Radius, (vii) any amendment to the offering Certificate of special sales Incorporation or incentive programs or the filling Bylaws of its distribution channels)Radius, has incurred no liabilities (viii) other than in the ordinary course of business consistent with past custom and practice, and Seller has not: any (iw) soldcapital expenditures by Radius, assigned (x) purchase, sale, assignment or transferred transfer of any material assets by Radius, (y) mortgage, pledge or existence of its assetsany lien, encumbrance or charge on any material assets or properties, tangible or intangible of Radius, except for sales liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on Radius or the Surviving Company, or (z) cancellation, compromise, release or waiver by Radius of inventory any rights of material value or any material debts or claims, (ix) any incurrence by Radius of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (iix) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material valuesimilar loss, whether or not covered by insurance and whether or not in insurance, materially affecting the ordinary course of business or consistent with past custom and practice; properties of Radius, (vixi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered entry into any other material transactionagreement, contract, lease or license other than in the ordinary course of business consistent with past custom and practice, (xii) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which Radius is a party or by which it is bound, (xiii) entry by Radius into any loan or other transaction with any officers, directors or employees of Radius, (xiv) any charitable or other capital contribution by Radius or pledge therefore, (xv) entry by Radius into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Radius to do any of the things described in the preceding clauses (i) through (xv). (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Since the date of the Latest Year-End Balance Sheet, there has not been any Material Adverse Effect that is continuing. Except as set forth in on Schedule 4.07 and as expressly contemplated by this Agreement, since the attached "Developments Schedule," since August 31date of the Latest Balance Sheet (or such other date as is specified below), 1998none of the Company, Seller has conducted Newco or any of the Business only Sold Subsidiaries has: (a) borrowed any amount under existing credit lines or otherwise incurred any Indebtedness, except borrowings under such credit lines in the ordinary course of business consistent with past custom and practice business; (includingb) mortgaged, without limitation, with respect pledged or subjected to the offering of special sales or incentive programs or the filling any Lien any of its distribution channels)material assets, has incurred no liabilities other than except Permitted Liens; (c) sold, leased, licensed, assigned or transferred any material portion of its assets, except for sale of inventory in the ordinary course of business consistent with past custom and practicebusiness, and Seller has not:or acquired any material assets outside the ordinary course of business; (id) sold, assigned or transferred any of its assetsCompany Intellectual Property, except for sales of inventory non-exclusive licenses granted in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itbusiness; (iie) issued, sold, assignedtransferred or otherwise subjected to a Lien any of its capital stock or other equity securities, transferredsecurities convertible into its capital stock or other equity securities or warrants, abandoned options or permitted other rights to lapse any Government Licenses which, individually acquire its capital stock or in the aggregate, are material to the Business or any portion thereofother equity securities, or any bonds or debt securities, nor has it taken any such action since the date of the Proprietary Rights Latest Year-End Balance Sheet; (f) made any material capital investment in, or any material loan to, any other Person (other than the Company, Newco and the Sold Subsidiaries); (g) established or adopted any new Benefit Plan or compensation plans (including but not limited to bonus or extraordinary compensation), terminated or made any material changes in its Benefit Plans or made any material changes in wages, salary or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or compensation with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (includingofficers, without limitationdirectors, the collection of receivablesemployees or consultants, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) in each case other than in the usual and ordinary course of business consistent with past custom and practice; (iv) changes made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement pursuant to existing agreements or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent arrangements or as required to comply with past custom and practiceapplicable Law; (vh) suffered planned, announced, implemented or effected any extraordinary lossreduction in force, damagelay-off, destruction early retirement program, severance program or casualty loss or waived other program concerning the termination of employment of the Business Employees, nor has it taken any rights such action since the date of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practiceLatest Year-End Balance Sheet; (vii) received notificationmade a material change in its accounting or Tax methods, practices or become aware of facts which would lead policies, settled or compromised a reasonable person to believematerial Tax assessment or deficiency, that any material customer or supplier will stop or decrease amended in any material respect a Tax Return (other than a Seller Group Tax Return), waived a statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, nor has it taken any such action since the rate date of business done with the BusinessLatest Year-End Balance Sheet; (viij) become subject to commenced or settled any material liabilitieslitigation, except current liabilities incurred in nor has it taken any such action since the ordinary course date of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practiceLatest Year-End Balance Sheet; (viiik) settled acquired any new facility, whether for distribution, manufacturing or compromised other purposes, and whether by purchase of real property, lease or otherwise; (l) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, nor has it taken any litigation involving equitable relief such action since the date of the Latest Year-End Balance Sheet; (m) acquired by merging or involving consolidating with, or by purchasing a substantial portion of the assets of, or by any money damages other manner, any business or any corporation, partnership, association or other business organization or division thereof; (n) made aggregate capital expenditures other than those set forth in the capital expenditure budgets set forth on Schedule 4.07(n) (collectively, the "Capital Expenditure Budget"), other than capital expenditures in an aggregate amount not in excess of $50,000100,000; (o) amended, supplemented or modified its certificate of incorporation, bylaws, limited liability company agreement, certificate of formation or other applicable organizational documents, nor has it taken any such action since the date of the Latest Year-End Balance Sheet; (p) entered into, modified, amended, supplemented or terminated any Material Contract, other than termination by expiration of the term of such Material Contract; or (ixq) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth disclosed in the attached "Developments Schedule," MPMAC SEC Filings or as otherwise contemplated by this Agreement, since August 31the date of the MPMAC Latest Balance Sheet, 1998, Seller MPMAC has conducted the Business its business only in the ordinary course of business consistent with past custom practice and practice there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on MPMAC, (ii) any event that would reasonably be expected to prevent or materially delay the performance of MPMAC’s obligations pursuant to this Agreement, (iii) any material change by MPMAC in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of capital stock of MPMAC or any redemption, purchase or other acquisition of any of MPMAC’s securities, (v) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of MPMAC, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of MPMAC, (vi) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by MPMAC, (vii) any amendment to the offering Certificate of special sales Incorporation or incentive programs or the filling Bylaws of its distribution channels)MPMAC, has incurred no liabilities (viii) other than in the ordinary course of business consistent with past custom and practice, and Seller has not: any (iw) soldcapital expenditures by MPMAC, assigned (x) purchase, sale, assignment or transferred transfer of any material assets by MPMAC, (y) mortgage, pledge or existence of its assetsany lien, encumbrance or charge on any material assets or properties, tangible or intangible of MPMAC, except for sales liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on MPMAC, or (z) cancellation, compromise, release or waiver by MPMAC of inventory any rights of material value or any material debts or claims, (ix) any incurrence by MPMAC of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (iix) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material valuesimilar loss, whether or not covered by insurance and whether or not in insurance, materially affecting the ordinary course of business or consistent with past custom and practice; properties of MPMAC, (vixi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered entry by MPMAC into any other material transactionagreement, contract, lease or license other than in the ordinary course of business consistent with past custom and practice, (xii) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which MPMAC is a party or by which any of them is bound, (xiii) entry by MPMAC into any loan or other transaction with any officers, directors or employees of MPMAC, (xiv) any charitable or other capital contribution by MPMAC or pledge therefore, (xv) entry by MPMAC into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by MPMAC to do any of the things described in the preceding clauses (i) through (xv). (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as expressly disclosed in Schedule 3(g), since February 1, 1997 there has not been any material adverse change to the financial condition, business, properties, results of operations or prospects of CRA and its Subsidiaries. Except as disclosed in the Financial Statements or as set forth in Schedule 3(g), and except for this Agreement and the attached "Developments Schedule," transactions contemplated hereby, since August 31February 1, 19981997, Seller each of CRA and its Subsidiaries has conducted the Business only been operated in the ordinary course Ordinary Course of business consistent with past custom and practice (includingBusiness. Without limiting the generality of the foregoing, without limitationexcept as set forth on Schedule 3(g) or as expressly contemplated by this Agreement, with respect to the offering since February 1, 1997 none of special sales or incentive programs or the filling CRA nor any of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notSubsidiaries has: (i) soldexperienced any changes in any relationship with its suppliers, assigned customers, distributors, brokers, lessors or transferred any of its assetsothers, except for sales of inventory other than changes in the ordinary course Ordinary Course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itBusiness; (ii) sold, assignedleased, transferred, abandoned or permitted to lapse assigned any Government Licenses whichof assets, individually tangible or intangible, other than for fair consideration in the aggregate, are material to the Business or any portion thereof, or any Ordinary Course of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary RightsBusiness; (iii) conducted its cash management customs and practices entered into any agreement, contract, lease, or license (includingor series of related agreements, without limitationcontracts, leases or licenses) involving more than $50,000.00 individually to which it is a party or by which it is bound nor modified the collection terms of receivables, payment of payables and maintenance of inventory control and pricing and credit practices any such existing contract or agreement (including, without limitation, extension of credit terms or sales discount programs)) other than in the except for usual and ordinary course purchase orders executed for merchandise held for resale in the Ordinary Course of business consistent with past custom Business and practiceleases of certain real property as expressly disclosed in Schedule 3(s)(i) or (ii)); (iv) made engaged in any loans activity which has resulted in any acceleration or advances to, delay of the collection of its accounts or guarantees for the benefit of, or entered into any transaction with PDK notes receivables or any delay in the payment of its accounts payables, in each case other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred than in the ordinary course Ordinary Course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practiceBusiness; (v) (nor has any other party) accelerated, terminated, modified or cancelled any permit or agreement, contract, lease or license other than in the Ordinary Course of Business or involving more than $50,000.00 individually to which it is a party or by which it is bound; (vi) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material valueloss, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notificationinsurance, or become aware of facts which would lead a reasonable person to believe, that affecting any material customer property or supplier will stop assets owned or decrease in any material respect the rate of business done with the Businessused by it; (vii) become subject to adopted, modified, amended or terminated any material liabilitiesbonus, except current liabilities incurred profit-sharing, incentive, severance, or other similar plan (including any Benefit Plan), contract, or commitment for the benefit of any of its directors, officers, or employees, or otherwise made any change in the ordinary course of business and liabilities under contracts entered into employment terms (including any increase in the ordinary course base compensation) for any of business consistent with past custom its officers and practiceemployees described in ss.3(l); (viii) settled made any capital expenditure or compromised any litigation involving equitable relief other investment (or involving any money damages series of related investments) in excess of $50,000; or50,000.00 other than leasehold improvements and fixtures in retail stores made in the Ordinary Course of Business; (ix) entered into any capital lease involving more than $50,000.00 individually, issued any note, bond, or other material transactiondebt security or created, incurred, assumed, modified or guaranteed any indebtedness or other liability; (x) imposed or suffered to exist any Security Interest on any of its assets outside the Ordinary Course of Business or on any of the CRA Shares; or transferred, leased, licensed, or sold, any assets other than in the ordinary course Ordinary Course of business consistent with past custom and practice.Business; (bxi) No party has acceleratedcancelled, terminatedcompromised, waived, or released any right or claim (or series of related material rights and claims) in excess of $50,000.00 in the aggregate; (xii) made or authorized any change in its charter or by-laws; (xiii) issued, sold, or otherwise disposed of any of its capital stock, or granted, modified or canceled amended any Assigned Contractoptions, warrants, stock appreciation rights, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or participate in any change in the value thereof; (xiv) made or been subject to change in its accounting practices, procedures or methods or in its cash management practices; (xv) entered into or become party to any agreement, arrangement or transaction with any of its Affiliates or any of their respective directors, officers, employees or stockholders, including, without limitation, any (i) loan or advance funds, or made any other payments, to any of its directors, officers, employees, stockholders or Affiliates or (ii) creation or discharge of any intercompany account; (xvi) paid or declared any dividend or other distribution in cash or kind with respect to their respective capital stock or redeemed, repurchased or otherwise acquired any such stock; (xvii) experienced any adverse changes with respect to the Proprietary Rights; (xviii) experienced any material changes in the amount or scope of coverage of insurance now carried by them; or (xix) committed to do any of the foregoing.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth in on Section 4.8 of the attached "Developments Disclosure Schedule," , since August 31February 19, 19982016, Seller (i) the Company has conducted the Business only in the ordinary course Ordinary Course of business consistent with past custom and practice Business, (includingii) there has not been any damage, without limitation, destruction or loss with respect to any material property or asset of the offering Business, (iii) issuance of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than change in the ordinary course authorized or issued shares of business consistent with past custom and practicethe Company; purchase, redemption, retirement, or other acquisition by the Company of any shares of the Company; or declaration or payment of any dividend or other distribution or payment in respect of the shares of the Company, and Seller (iv) there has not been any event, change, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (b) Without limiting the generality of the foregoing and except as set forth on Section 4.8 of the Disclosure Schedule, since February 19, 2016, the Company has not: (i) solddeclared, assigned set aside or transferred paid any dividend or made any other distribution in respect of any shares of capital stock (or other equity interest) of the Company; (ii) repurchased, redeemed or acquired any outstanding shares of capital stock (or other equity interest) or other securities of, or other ownership interest in, the Company; (iii) entered into any employment, deferred compensation, severance or similar agreement (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; (iv) changed its accounting or Tax reporting principles, methods or policies; (v) made or rescinded any election relating to Taxes, settled or compromised any claim relating to Taxes; (vi) failed to promptly pay and discharge current Liabilities except where disputed in good faith by appropriate proceedings; (vii) made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any director, officer, partner, stockholder or Affiliate; (viii) mortgaged, pledged or subjected to any Lien any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, properties or mortgaged, pledged or subjected them rights relating to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (viiix) become subject to any material liabilitiesterminated, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into or amended any Material Contract (as defined in the ordinary course of business consistent with past custom and practiceSection 4.15(a)); (viiix) issued, created, incurred, assumed or guaranteed any Indebtedness; (xi) instituted or settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000Legal Proceeding; or (ix) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practice. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. Except as disclosed in Purchaser's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, in any Current Reports of Purchaser on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since September 30, 1996 to the date hereof, Purchaser has not: (a) Except as set forth issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the attached ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under Purchaser's 1995 Incentive Stock Program and Director Stock Program (the "Developments Schedule," since August 31Purchaser Stock Plans") in the ordinary course of business; (b) redeemed, 1998purchased, Seller has conducted acquired or offered to acquire, directly or indirectly, any shares of capital stock of Purchaser or any of the Business only Purchaser Subsidiaries or other securities of Purchaser or any of the Purchaser Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business consistent with past custom and practice after the date hereof; (includingc) split, without limitationcombined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to the offering of special sales or incentive programs or the filling any shares of its distribution channelscapital stock or other securities, except (i) dividends paid in cash by the Purchaser Subsidiaries which are wholly owned by Purchaser to Purchaser or to another wholly owned Purchaser Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of Purchaser Common Stock; (d) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on Purchaser. (e) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to Purchaser on a consolidated basis, except in exchange for debt previously contracted, including real estate acquired through foreclosure or deed in lieu of foreclosure ("REO"), has incurred no liabilities ; (f) taken any other material action or entered into any material transaction other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000business; or (ixg) entered into agreed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Since the date of the Latest Balance Sheet, there has not been any Material Adverse Effect. Except as set forth in on the attached "Developments Schedule," Schedule and except as expressly contemplated by this Agreement, since August 31the date of the Latest Balance Sheet, 1998, Seller has conducted neither the Business only Company nor any of its Subsidiaries has: (a) incurred any Indebtedness in excess of $2,000,000 (other than borrowings from banks or similar financial institutions under credit lines in the ordinary course of business consistent with past custom and practice business); (including, without limitation, b) amended or modified its certificate of incorporation or by-laws (or equivalent governing documents); (c) subjected any material portion of its properties or assets to any Lien with respect to the offering of special sales any Indebtedness or incentive programs or the filling of its distribution channels)any other material Lien, has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not:except for Permitted Liens; (id) sold, assigned or transferred any material portion of its tangible assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itbusiness; (iie) sold, assigned, transferred, abandoned assigned or permitted to lapse transferred any Government Licenses which, individually or in material Intellectual Property owned by the aggregate, are material to the Business or any portion thereof, Company or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Personits Subsidiaries, except in the ordinary course of business consistent (which includes licensing the use of any such Intellectual Property in connection with past custom sale of goods or services in the ordinary course of business); (f) 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; (g) made any material capital investment in, or any material loan to, any other Person (other than a Subsidiary of the Company), except in the ordinary course of business; (h) declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock, except for dividends or distributions made by the Subsidiaries to their respective parents in the ordinary course of business; (i) made any material capital expenditures or commitments therefor, except (i) in the ordinary course of business and practice(ii) for such capital expenditures or commitments therefor that are reflected in the Company’s budget for the current fiscal year; (j) paid, loaned or advanced (other than the payment of salary and benefits in the ordinary course of business or the payment, advance or reimbursement of expenses in the ordinary course of business) any amounts to, or sold, transferred or leased any of its assets to, or entered into any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directors, officers or employees; (k) hired or terminated the employment of any officer or any Person whose annual compensation from the Company and its Subsidiaries exceeds, or is reasonably expected to exceed, $200,000; (l) made or granted any license bonus or sublicense of any rights under compensation or with respect salary increase to any Proprietary Rightscurrent (or former) employee whose annual base salary is (or was at the time of his or her termination) in excess of $200,000 (except in the ordinary course of business in accordance with past practice), or made or granted any material increase in any employee benefit plan or arrangement, or materially amended or terminated any existing employee benefit plan or arrangement or severance agreement or employment contract or adopted any new employee benefit plan or arrangement or severance agreement or employment contract (except as required under applicable law or in the ordinary course of business where such adoption or amendment does not materially increase the cost to the Company of providing such benefits); (iiim) conducted its cash management customs and practices (including, without limitation, intentionally delayed or postponed the collection of receivables, payment of payables and maintenance accounts payable or other Liabilities beyond the original due date so that such payments are made in a post-Closing period, other than for such payment delayed or postponed in the ordinary course of inventory control and pricing and credit practices business; (includingn) canceled, without limitationcompromised, extension waived or released any material right or claim (or series of credit terms related rights or sales discount programs)claims that, together, are material) or any Indebtedness (or series of related Indebtedness) owed to it, in each case, other than in the usual and ordinary course of business consistent with past custom and practicebusiness; (ivo) made a material change in its accounting or Tax methods, practices or policies or prepared or filed any Tax Return inconsistent with past practice (including by taking any position, any election or adopting any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods), and the Company has not settled any material federal, state, local or foreign Tax Liability; (p) commenced or settled any Proceeding involving an amount in excess of $250,000 for any one case; (q) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, Persons (except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred employees in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000business); or (ixr) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Since the Trooper Balance Sheet Date, there has not been any Trooper Material Adverse Effect. Except as set forth expressly contemplated hereby, since the Trooper Balance Sheet Date, Trooper has carried on and operated its business in the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business only all material respects in the ordinary course of business consistent with past custom practice, and practice Trooper has not: (includinga) amended or modified its Organizational Documents; (b) sold, without limitationleased, assigned, transferred or purchased any material tangible assets, in each case in a single or related series of transactions, except in the ordinary course of business; (c) issued, sold, redeemed 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; (d) prior to the date hereof, declared or paid any dividend or other distribution of the assets of Trooper; (e) made or approved any material changes in its employee benefit plans or made any material changes in wages salary, or other compensation, including severance, with respect to the offering of special sales its current or incentive programs former officers, directors or the filling of its distribution channels)executive employees, has incurred no liabilities other than increases in base salaries and wages that are consistent with past practices or as required by applicable Law or any Trooper Plan; (f) paid, loaned or advanced (other than the payment of compensation and benefits in the ordinary course of business consistent with past custom and practicepractice or the payment, and Seller has not: (i) sold, assigned advance or transferred any reimbursement of its assets, except for sales of inventory business expenses in the ordinary course of business consistent with past custom and practicepractice or 401(k) plan loans) any amounts to, or mortgagedsold, pledged transferred or subjected them to leased any material Lien, except for Liens for current property Taxes not yet due and payableof its assets to, or canceled without fair consideration entered into any material debts other transactions with, any of its Affiliates, or claims owing to made any loan to, or held by itentered into any other transaction with, any of its directors or officers outside the ordinary course of business or other than at arm’s length; (g) except as required by applicable Law, adopted or materially amended any Trooper Plans; (h) hired or terminated any officers or employees of Trooper with fixed annual compensation in excess of $150,000, with respect to non-officer employees, other than in the ordinary course of business; (i) commenced or settled any Action in which the amount in dispute is in excess of $5,000,000; (j) made any material change in accounting principles, methods, procedures or policies, except as required by GAAP; (k) made, changed or revoked any material Tax election, or settled or compromised any material Tax claim or liabilities, or filed any substantially amended material Tax Return; (i) authorized, proposed, entered into or agreed to enter into any plan of liquidation, dissolution or other reorganization or (ii) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (m) except in the ordinary course of business, incurred or discharged any Indebtedness; (n) made capital expenditures or capital additions or betterments in excess of $35,000,000 in the aggregate; (o) suffered any material damage, destruction or loss, whether or not covered by insurance; (p) sold, assigned, transferred, abandoned or permitted allowed to lapse or expire any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights Intellectual Property rights or other intangible assetsassets owned, used or disclosed licensed by Trooper in connection with any material proprietary confidential information to any Person, except in product of Trooper or the ordinary course operation of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightsits business; (iiiq) conducted its cash management customs and practices (includingbeen subject to any claim or written threat of infringement, without limitation, the collection misappropriation or other violation by or against Trooper of receivables, payment Intellectual Property rights of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms Trooper or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practicea third party; (ivr) made any loans or advances to, or guarantees for materially reduced the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer amount of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered insurance coverage provided by existing insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000policies; or (ixs) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. Since December 31, 1999: (a) Except as set forth the business of Company and each Company Subsidiary has been conducted in the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business all material respects only in the ordinary course Ordinary Course of business consistent with past custom and practice Business; (including, without limitation, with b) neither Company nor any Company Subsidiary has become liable in respect to the offering of special sales any guarantee or incentive programs or the filling of its distribution channels), has incurred no liabilities other than or otherwise become liable in the ordinary course respect of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assetsdebt, except for sales borrowings, letters of inventory credit and bankers' acceptances in the ordinary course Ordinary Course of business consistent with past custom and practiceBusiness under credit facilities in existence on December 31, or 1999; (c) neither Company nor any Company Subsidiary has mortgaged, pledged or subjected them to any lien any of their respective property, business or assets, except for Permitted Encumbrances or purchase money or similar security interests granted in connection with the purchase of equipment or supplies in the Ordinary Course of Business in an amount not exceeding $100,000 in the aggregate; (d) neither Company nor any Company Subsidiary has made any declaration, setting aside or payment of any dividend or other distribution with respect to, or repurchase of, any of their respective capital stock or other equity interests; (e) neither Company nor any Company Subsidiary has (i) acquired or leased from any other Person any material assets, or sold or leased to any other Person or otherwise disposed of any material assets (in each case except for assets acquired or sold in the Ordinary Course of Business in connection with goods and services provided to customers); (ii) entered into any contractual obligation relating to (A) the purchase or sale of any capital stock, partnership interest or other equity interest in any Person, (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination; (iii) entered into or amended any lease of real property or material personal property (whether as lessor or lessee); (iv) canceled or compromised any debt or claim other than accounts receivable in the Ordinary Course of Business; (v) sold, transferred, licensed or otherwise disposed of any material intangible assets other than in the Ordinary Course of Business; (vi) waived or released any right of substantial value; (vii) instituted, settled or agreed to settle any material action; or (viii) entered into or consummated any transaction with any Affiliate; (f) there has been no loss, destruction or damage to any material Lienitem of property of Company or any Company Subsidiary, except for Liens for current property Taxes whether or not yet due and payableinsured, which has had or canceled without fair consideration any material debts or claims owing could reasonably be expected to or held by ithave a Company Material Adverse Effect; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)g) other than in the usual Ordinary Course of Business and ordinary course of business consistent with past custom and practicepractices, neither Company nor any Company Subsidiary has made any changes in the rate of compensation payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any extra compensation, or severance or vacation pay, to any director, officer, employee, consultant or agent of Company or any Company Subsidiary; (ivh) neither Company nor any Company Subsidiary has made any loans change in (x) its methods of accounting or advances toaccounting practices, except as required by GAAP, or guarantees for the benefit of, (y) its pricing policies or entered into payment or credit practices or failed to pay any transaction with PDK creditor any amount owed to such creditor when due or granted any of its extensions or credit other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred than in the ordinary course Ordinary Course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (viii) become subject neither Company nor any Company Subsidiary has terminated or closed any facility, business or operation which is material to any material liabilitiesthe Company and the Company Subsidiaries, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practicetaken as a whole; (viiij) settled neither Company nor any Company Subsidiary has made any loan, advance or compromised capital contributions to, or any litigation involving equitable relief or involving other investment in, any money damages Person other than loans in excess the Ordinary Course of $50,000; orBusiness; (ixk) neither Company nor any Company Subsidiary has adopted or increased any benefits under any Plan in any material manner; (l) neither Company nor any Company Subsidiary has written up or written down any of its respective material assets; and (m) neither Company nor any Company Subsidiary has entered into any other material transaction, other than contractual obligation to do any of the things referred to elsewhere in the ordinary course of business consistent with past custom and practicethis Section 3.09. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. Since January 1, 2020, there has not been any Material Adverse Effect. Since January 1, 2020, except for those items marked with an asterisk (a*) Except as set forth in the attached "Developments Schedule," since August 31, 1998on Schedule 3.06, Seller has and the Company Entities have conducted the Business only their business in the ordinary course of business consistent with past custom and practice (includingpractice. Since January 1, without limitation2020, with respect to the offering of special sales or incentive programs or the filling of its distribution channels)except as set forth on Schedule 3.06, has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notCompany Entity has: (ia) incurred any Indebtedness for borrowed money (other than incremental indebtedness under revolving lines of credit in existence as of the date hereof); (b) mortgaged, pledged or subjected to any Lien (other than Permitted Liens) any of its material assets or properties; (c) sold, assigned assigned, transferred, conveyed, leased or transferred otherwise disposed of any of its assetsmaterial tangible assets or properties, except for sales other than dispositions of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (iid) sold, assigned, transferred, abandoned conveyed, leased or permitted to lapse otherwise disposed of any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereofCompany-Owned Intellectual Property Rights, or otherwise entered into any of the Proprietary Rights Contract restricting or limiting in any material respect any Company Entity’s use, reproduction, display, distribution, or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense exploitation of any rights under or with respect to any Proprietary Company-Owned Intellectual Property Rights; (iiie) conducted issued, sold, transferred, split, combined or reclassified any of its cash management customs and practices (includingequity securities, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms convertible or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practiceexchangeable securities or securities containing any equity features; (ivf) made any loans material capital investment in, or advances any material loan to, any Person (other than another Company Entity); (g) declared, set aside or guarantees for the benefit ofpaid any dividend or made any non-cash distribution with respect to its equity securities or redeemed, purchased, or entered into any transaction with PDK or otherwise acquired any of its equity securities, other stockholders than dividends or any employee, officer or director of Seller or PDK, except for the transactions contemplated distributions made by this Agreement and for advances consistent with past custom and practice made a Company Entity to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practiceanother Company Entity; (vh) made any capital expenditures or commitments in excess of an aggregate of $250,000, or suffered any extraordinary loss, damage, damages to or destruction or casualty loss or waived of any rights of material value, tangible assets (whether or not covered by insurance and whether or not insurance), involving amounts that exceed $250,000 in the ordinary course of business or consistent with past custom and practiceaggregate; (vii) received notificationmade any material change in its (i) accounting methods, principles or practices, or become aware of facts which would lead a reasonable person (ii) cash management practices (including with respect to believe, that any material customer accounts receivable or supplier will stop or decrease in any material respect the rate of business done with the Businessaccounts payable); (viij) become subject waived, compromised, canceled, terminated, abandoned, allowed to lapse, assigned or granted any rights in, allowed to expire or released, or engaged in any action or omission that would be reasonably be expected to result in any waiver, compromise, cancellation, termination, abandonment, lapse, or expiration of, any right under any Material Contract or any material liabilitiesCompany Intellectual Property Right, made any write-off or write-down of or made any determination to write-off or write-down any of its material assets or properties; (k) terminated, modified or amended any Material Contract, except current liabilities incurred in the ordinary course of business and liabilities under contracts such terminations, modifications or amendments entered into in the ordinary course of business consistent with past custom and practice; (viiil) suffered (i) any material shortages or material interruptions of supplies or other services required to conduct the Business, or (ii) any loss of a Material Customer or Material Supplier; (m) commenced, settled or compromised any litigation involving equitable relief Legal Proceeding, settled any material dispute or involving Liability pending or threatened against it or its properties or assets, or failed to pay or discharge when due any money damages in excess of $50,000; ormaterial accounts payable or other Liabilities; (ixn) entered into acquired any other material transactionassets or properties, other than in the ordinary course of business consistent with past custom and practice., or any Person or line of business, whether through an acquisition of equity or assets, merger, consolidation or similar transaction; (bo) No party has acceleratedamended or modified its Charter Documents; (p) adopted a plan of complete or partial liquidation, terminateddissolution, modified restructuring, recapitalization or canceled other reorganization; (q) (i) made any Assigned Contractmaterial change in the rate of compensation, commission, bonus or other remuneration payable to any employee earning annualized compensation in excess of $150,000, or (ii) except to the extent required to comply with applicable Laws or the terms of an Employee Benefit Plan or PEO Plan, entered into any new, or amended or terminated any existing, Employee Benefit Plan or PEO Plan; (r) made or changed any election in respect of Taxes, adopted or changed any accounting method in respect of Taxes, changed any annual Tax accounting period, amended any Tax Return, entered into any closing agreement, settled any claim or assessment in respect of Taxes, or consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; or (s) agreed to or obligated itself to do any of the foregoing.

Absence of Certain Developments. (a) Except as set forth in on Schedule 2.8 of the attached "Developments Schedule," since August 31Target Disclosure Schedules, 1998from the date of the Latest Balance Sheet to the date of this Agreement, Seller Target and each Subsidiary (a) has conducted the Business its respective businesses only in the ordinary course of business consistent with past custom practice, (b) used all commercially reasonable efforts to preserve their respective businesses and customers, (c) extended credit to customers, collected accounts receivable and paid accounts payable and similar obligations in the ordinary course of business consistent with its past practice and (includingd) not engaged in any new line of business or entered into any agreement, without limitationtransaction or activity or made any commitment except those in the ordinary course of business. Without limiting the generality of the foregoing, with respect from the date of the Latest Balance Sheet: (a) There has not been a Material Adverse Effect on Target and the Subsidiaries, taken as a whole, and there has not been any change, event, development or condition (whether or not covered by insurance) that has resulted in, or would be reasonably expected to result in, a Material Adverse Effect on Target and the Subsidiaries, taken as a whole; (b) there has not been any damage, destruction or loss to the offering property or assets of special sales Target or incentive programs any Subsidiary, whether or not covered by insurance, exceeding in the aggregate One Hundred Thousand Dollars ($100,000); (c) there has not been any declaration, setting aside or payment of any dividend or other distribution of cash or other property in respect of any shares of capital stock or other equity securities of Target or the filling Subsidiaries or any repurchase, redemption, or other acquisition by Target or the Subsidiaries of its distribution channels)any outstanding shares of capital stock or other equity securities of, or other ownership interest in, Target or the Subsidiaries other than distributions from a Subsidiary to Target or another Subsidiary; (d) neither Target nor any Subsidiary has incurred no liabilities entered into any employment or severance agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of Target’s or the Subsidiaries’ officers or employees other than in the ordinary course of business, or as required by applicable Law; (e) there has not been any change by Target or the Subsidiaries in accounting or Tax reporting principles, methods or policies; (f) neither Target nor any of the Subsidiaries has made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (g) neither Target nor any of the Subsidiaries has entered into any transaction or contract other than in the ordinary course of business consistent with past custom and practiceas provided to Parent, or amended, terminated or is in default under, any Target Material Contract; (h) neither Target nor any of the Subsidiaries has failed to promptly pay and Seller has not:discharge current liabilities, except for amounts not in excess of Fifty Thousand Dollars ($50,000) or where disputed in good faith by appropriate proceedings; (i) sold, assigned or transferred neither Target nor any of its assetsthe Subsidiaries has made any loans, except for sales advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any holder of inventory Target Common Stock or Target Preferred Stock or any director, officer, partner, stockholder, or affiliate of any holder of Target Common Stock or Target Preferred Stock; (j) neither Target nor any Subsidiary has (i) mortgaged, pledged or subjected to any Encumbrance (other than licenses to Intellectual Property granted in the ordinary course of business consistent with past custom and practice, business) any of its assets or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) acquired any assets or sold, assigned, transferred, abandoned conveyed, leased or permitted to lapse otherwise disposed of any Government Licenses whichassets of Target or any Subsidiary, individually or except in the aggregatecase of clause (ii), are material to for assets acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Business ordinary course of business; (k) neither Target nor any Subsidiary has discharged or satisfied any portion thereofEncumbrance (or paid any liability) except in the ordinary course of business; (l) neither Target nor any Subsidiary has cancelled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any of the Proprietary Rights contract or other intangible assets, or disclosed any material proprietary confidential information to any Person, right except in the ordinary course of business consistent and which, in the aggregate, would not be material to Target or any Subsidiary taken as a whole; (m) neither Target nor any Subsidiary has made or committed to make any capital expenditures in excess of Thirty Five Thousand Dollars ($35,000) individually or One Hundred Thousand Dollars ($100,000) in the aggregate, other than capital expenditures permitted by Section 4.1(k); (n) neither Target nor any Subsidiary has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with past custom and practicerespect to (whether directly, contingently or otherwise) any Indebtedness of Target in an amount in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (o) neither Target nor any Subsidiary has granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK Intellectual Property rights owned by Target or any of its other stockholders or any employee, officer or director of Seller or PDK, Subsidiary except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business; (p) neither Target nor any Subsidiary has instituted or settled any legal proceeding resulting in a loss of revenue in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (q) there has been no amendment to any organizational document of any of Target or the Subsidiaries or any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction involving Target or any Subsidiary, and no creation of any new subsidiary by Target or any Subsidiary; (r) to Target’s and it Subsidiaries’ Knowledge, there has been no material adverse change in Target’s or any of the Subsidiaries’ relations with any customer, distributor, supplier or agent; (s) there are no accrued but unpaid dividends on shares of Target Common Stock or Target Preferred Stock; (t) there has been no grant of credit to any customer, distributor or supplier of Target or any Subsidiary on terms or in amounts materially more favorable than had been extended to such customers, distributors or suppliers in the past; and (u) none of Target or any Subsidiary has agreed, committed, arranged or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis understanding to do anything set forth in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practicethis Section 2.8. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth in on the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business only Schedule 3.06 and except as contemplated by this Agreement or otherwise in the ordinary course of business consistent with past custom business, since the date of the Latest Balance Sheet, there has not been any Material Adverse Effect. Except as set forth on the attached Schedule 3.06 and practice (including, without limitation, with respect to the offering of special sales except as contemplated by this Agreement or incentive programs or the filling of its distribution channels), has incurred no liabilities other than otherwise in the ordinary course of business consistent with past custom and practicebusiness, and Seller has notsince the date of the Latest Balance Sheet, neither the Company nor any of its Subsidiaries has: (ia) sold, assigned borrowed any amount or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, incurred or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities (other than liabilities incurred in the ordinary course of business and business, liabilities under contracts entered into in the ordinary course of business consistent with past custom or disclosed on the Disclosure Schedules and practiceborrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (viiib) settled mortgaged, pledged or compromised subjected to any litigation involving equitable relief material lien, charge or involving other encumbrance, any money damages in excess material portion of $50,000; orits assets, except Permitted Liens; (ixc) entered sold, assigned or transferred any material portion of its tangible assets, except in the ordinary course of business; (d) sold, assigned or transferred any Intellectual Property owned by the Company or its Subsidiaries, except in the ordinary course of business; (e) 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; (f) made any material capital investment in, or any material loan to, any other material transaction, Person (other than a Subsidiary of the Company), except in the ordinary course of business; (g) declared, set aside, or paid any dividend or made any non-cash distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock, except for dividends or distributions made by the Company’s Subsidiaries to their respective parents in the ordinary course of business; (h) made any material capital expenditures or commitments therefor, except (i) in the ordinary course of business consistent with past custom and practice.or (ii) for such capital expenditures or commitments therefor that are reflected in the Company’s budget for the fiscal year ending December 31, 2015; (bi) No party has acceleratedmade any material loan to, terminatedor entered into any other material transaction with, modified or canceled any Assigned Contractof its directors, officers, and employees outside the ordinary course of business; or (j) taken any of the actions that would, after the date hereof, be prohibited by Section 5.01.

Absence of Certain Developments. (a) Except as set forth in SECTION 4E of the attached "Developments Schedule," Seller Disclosure Letter or as otherwise contemplated by this Agreement, since August 31the Acquisition Date, 1998, Seller has conducted the Target Companies have operated the Timberlands Business only in the ordinary course Ordinary Course of business consistent with past custom Business and practice (including, without limitation, with respect to none of the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notTarget Companies has: (i) issued or sold any of its membership interests or equity securities, securities convertible into its membership interests or equity securities or warrants, options or other rights to acquire its membership interests or equity securities; (ii) mortgaged, pledged or subjected to any Lien any portion of the Timberlands Assets (including the Additional Timberlands Assets), except Permitted Encumbrances; (iii) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights Timberlands Properties or other intangible assets, or disclosed any material proprietary confidential information to any PersonTimberlands Assets (including the Additional Timberlands Assets), except in the ordinary course Ordinary Course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practiceBusiness; (iv) made disturbed, cut or removed any loans timber, pulpwood or advances to, or guarantees for trees from the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDKTimberlands Properties, except for in a manner that is consistent in all material respects with the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practiceHarvest Plan; (v) suffered failed to comply in all material respects with any extraordinary losslaw, damagerule, destruction regulation or casualty loss or waived any rights of Governmental Authorization to which the Timberlands Properties are subject, except where failures to comply do not have a material value, whether or not covered by insurance and whether or not in adverse effect on the ordinary course of business or consistent with past custom and practiceTimberlands Business acquired hereunder; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that suffered any material customer or supplier will stop or decrease in Casualty Loss with respect to property owned by any material respect of the rate of business done with the Business;Target Companies that is not covered by insurance; or (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into taken any other material transactionaction or failed to take any action which, other than in if taken or failed to be taken after the ordinary course date of business consistent with past custom this Agreement and practice. (b) No party has acceleratedprior to Closing, terminated, modified or canceled any Assigned Contract.would require the consent of Purchaser pursuant to SECTION 3B.

Absence of Certain Developments. (a) Except as set forth in the attached "Developments Schedule," Schedule 3.11, since August 31, 19982000, Seller has conducted the Business its business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) discharged or satisfied any material Lien or encumbrance or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practice, or canceled, compromised, waived or released any material right or material claim, other than in the ordinary course of business consistent with past custom or practice; (ii) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (iiiii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses government licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights Rights, as defined below, or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iiiiv) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (ivv) made any capital expenditures or commitments therefor such that the aggregate outstanding amount of unpaid obligations and commitments with respect thereto shall comprise in excess of $50,000.00 on the Closing Date; (vi) made any loans with or advances to, or guarantees for the benefit of, or entered into any transaction with PDK Prospect or any of its other stockholders or any employee, officer or director of Seller or PDKProspect, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to SellerProspect's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of or any assets of or placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (vvii) suffered any extraordinary loss, damage, . destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (viviii) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (viiix) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viiix) assumed or guaranteed any indebtedness (including capitalized lease obligations) involving more than $50,000.00 (either individually or in the aggregate); (xi) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person or taken any steps to incorporate any subsidiary; (xii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,00050,000.00; or (ixxiii) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practice.; (b) No party has accelerated, terminated, modified or canceled any Assigned Contract. (c) Except as disclosed on Schedule 3.11 (i) no Assigned Contract has been breached materially (and Seller has not received notice of the breach of any Assigned Contract) in any respect or canceled by the other party that has not been duly cured or reinstated, (ii) Prospect has performed all of its obligations required to be performed by it under each of the Assigned Contracts and Seller is not in receipt of any written claim of default under any Assigned Contract, (iii) no event has occurred which with the passage of time or the giving of notice or both would result in a breach or default under any Assigned Contract and (iv) to Prospect's knowledge, Prospect is not a party to any Assigned Contract which, individually or in the aggregate, could have a material adverse effect on this business to be conducted. Each Assigned Contract is valid, binding and enforceable and is in full force and effect, except to the extent enforcement thereof may be limited by applicable bankruptcy or insolvency laws or general equitable principles. (d) Purchaser has been supplied with a true and correct copy of all Assigned Contracts, together with all amendments, waivers or other changes thereto.

Absence of Certain Developments. (a) Since the date of the Latest Balance Sheet, no Material Adverse Effect has occurred. Except as set forth in on the attached "Developments Schedule," Schedule and except as expressly contemplated by this Agreement, since August 31the date of the Latest Balance Sheet, 1998, Seller has conducted neither the Business only in Company nor the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notContentGuard Subsidiary has: (ia) sold, assigned borrowed any funds or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, incurred or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current (i) liabilities incurred in the ordinary course of business business, and (ii) liabilities under contracts entered into in the ordinary course of business consistent with past custom and practicebusiness; (viiib) settled mortgaged, pledged or compromised subjected to any litigation involving equitable relief Encumbrance any material portion of its assets, except Permitted Encumbrances; (c) sold, assigned, transferred or involving leased any money damages material portion of its tangible assets; (d) sold, assigned, transferred or licensed any Intellectual Property; (e) suffered any extraordinary losses or waived any rights of material value; (f) issued, sold or transferred any of its capital stock, securities convertible into its capital stock, or warrants, options or other rights to acquire its capital stock, or any bonds or debt securities; (g) declared or paid any dividends or made any distributions on the Company’s capital stock or redeemed or purchased any shares of the Company’s capital stock; (h) granted, agreed to grant or amended or modified any grant or agreement to grant, any severance, termination or retention payment to any director, officer or employee, except pursuant to an agreement with any director, officer or employee in excess effect as of $50,000the date hereof; (i) made any capital expenditures or commitments therefor; or (ixj) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practicetransaction that would reasonably be expected to have a Material Adverse Effect. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth on Schedule 5.4 or pursuant to the transactions contemplated hereunder, since December 31, 2009: (a) To the Knowledge of the Principal Companies, there has not occurred any event, change or condition, or combination thereof, that has had, has, or could reasonably be expected to have a Material Adverse Effect; (b) except as set forth on Schedule 5.4(b), other than the transactions contemplated hereunder and under the Related Agreements, 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 any shares of Capital Stock or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of Capital Stock or other equity securities of, or other ownership interest in, the Company; (c) there has not been any payment of interest or principal with respect to any debt owed to an Affiliate of the Principal Companies, other than a Wholly-Owned Subsidiary; (d) except as contemplated in the attached "Developments Schedule," since August 31Related Agreements or as set forth on Schedule 5.4(d) with respect to the Parent, 1998no Principal Company or any of its Subsidiaries has transferred, Seller issued, sold or disposed of any shares of their Capital Stock, or granted any options, warrants, calls or other rights to purchase or otherwise acquire shares of their Capital Stock which are not reflected on the current capitalization table, warrant table and stock option table set forth on Schedule 5.1. (e) except (i) in connection with the Related Agreements, (ii) in the ordinary course of business and consistent with past practice, (iii) as set forth on Schedule 5.4(e) or (iv) as required by Applicable Law, no Principal Company or any of its Subsidiaries has conducted (A) awarded or paid any bonuses to any Employees or former Employees; or (B) entered into any Employee Program, employment deferred compensation, severance or similar agreement (nor amended or terminated any such agreement) or agreed to increase the Business only compensation payable or to become payable to any current or former Employees or agreed to increase the coverage or benefits available under any severance pay, deferred compensation, bonus or other incentive compensation, pension or other employee benefit plan, payment or arrangement made to, for or with such current or former Employees; (f) other than the Acquisition, no Principal Company or any of its Subsidiaries has made, or agreed to, make any material acquisition of any business or assets outside the ordinary course of business or inconsistent with past practice; (g) no Principal Company or any of its Subsidiaries has made, or agreed to make, any loans or investments in any business of any Affiliate of any Principal Company or any of its Subsidiaries; (h) other than in the ordinary course of business and consistent with past practice, no Principal Company or any of its Subsidiaries has transferred or granted any rights under any Contractual Obligations, leases, licenses or agreements used by any Principal Company or any of its Subsidiaries in their business, or allowed any such rights to lapse or expire, which has had, has or could result in a Material Adverse Effect; (i) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property of any Principal Company or any of its Subsidiaries having a replacement cost of more than $50,000 for any single loss or $150,000 for all such losses; (j) other than in connection with the Loans and the Working Capital Facility, no Principal Company or any of its Subsidiaries has mortgaged, hypothecated, pledged or subjected to any Lien (other than in the ordinary course of business and other than Permitted Encumbrances) any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of such Principal 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 and consistent with past practice; (k) no Principal Company or any of its Subsidiaries has canceled or compromised any debt or claim with a value exceeding $25,000 or canceled, terminated, compromised, relinquished, or released any claim or right under any Material Contract with a value exceeding $25,000; (l) no Principal Company or any of its Subsidiaries has made any binding commitment to make any capital expenditures or capital additions or betterments in any such case obligating such Principal Company or any of its Subsidiaries to pay an amount not in the ordinary course of business consistent with past custom and practice practice; (m) to the Principal Companies’ Knowledge, there has not been any material default under any Material Contract or the occurrence of any event, which with notice or lapse of time or both, would result in a material default under any such Material Contract; (n) no Principal Company or any of its Subsidiaries has created, incurred, assumed or guaranteed any debts, obligations or liabilities (including, without limitation, with obligations in respect to the offering of special sales or incentive programs or the filling of its distribution channelscapital leases), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned whether due or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilitiesdue, except current liabilities incurred in the ordinary course of business and liabilities under contracts consistent with past practice; (o) other than the Loan Documents and the Related Agreements, no Principal Company or any of its Subsidiaries has entered into any material transaction other in the ordinary course of business consistent with past custom and practice; (viiip) settled no Principal Company or compromised any litigation involving equitable relief of its Subsidiaries has encountered any labor difficulties or involving any money damages labor union organizing activities which could reasonably be expected to result in excess of $50,000; ora Material Adverse Effect; (ixq) entered into no Principal Company or any other material transactionof its Subsidiaries has made any change in the accounting principles, methods or practices followed by it, other than changes adopted in accordance with changes to GAAP; (r) no Principal Company or any of its Subsidiaries has encountered any disagreements, that have not been resolved, with its independent public accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure; (s) except as set forth on Schedule 5.4(s), no Principal Company or any of its Subsidiaries has allowed any rights to lapse with respect to, any Intellectual Property Rights material to the business of such Principal Company or any of its Subsidiaries, and except in the ordinary course of business and consistent with past practice, no Principal Company or any of its Subsidiaries has sold or transferred any Intellectual Property Rights; (t) except as set forth on Schedule 5.4(t), no Principal Company or any of its Subsidiaries has suffered or experienced a material adverse change in the relationship or course of dealings between (i) on the one hand, any Principal Company or any of its Subsidiaries and (ii) on the other hand, either (A) any of the four (4) largest (by cost of goods) suppliers of such Principal Company and its Suppliers or (B) any of the ten (10) largest (by revenue) customers of such Principal Company and its Subsidiaries; (u) no Principal Company or any of its Subsidiaries has entered into, modified, amended or terminated any Real Property Lease, except modifications or amendments in connection with renewals of leases, terminations of leases or entering into new Real Property Leases, in each case in the ordinary course of business consistent with past custom and practice.; (bv) No party no Principal Company or any of its Subsidiaries has accelerated(i) been denied insurance coverage; or (ii) cancelled or terminated any insurance policy naming it as a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; (w) no Principal Company or any of its Subsidiaries has amended its Articles of Incorporation or Bylaws, terminatedor in the case of the Irish Loan Parties and the Israeli Loan Party, modified their memorandum and Articles of Association, or canceled in the case of the Brazilian Loan Party, its Organizational Documents, except as contemplated by the Loan Documents or the Related Agreements; (x) except as set forth on Schedule 5.4(x) and as contemplated by the Loan Documents or the Related Agreements, no Principal Company or any Assigned Contractof its Subsidiaries has made or changed any Tax election; (y) no Principal Company or any of its Subsidiaries has agreed, whether in writing or otherwise, to do any of the foregoing; and (z) except as contemplated by the Related Agreements, no Principal Company or any of its Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Junior Payment or agreed to do so except as permitted by Section 10.5.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth in on the attached "Developments Schedule," DEVELOPMENTS SCHEDULE", since August 31the date of the Latest Balance Sheet, 1998neither the Company nor any Subsidiary have i. issued any notes, Seller has conducted bonds or other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities other than options under the Business only Company's stock inventive plan and shares issued upon the exercise of such options; ii. discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent business; iii. declared or made any payment or distribution of cash or other property to its stockholders with past custom and practice respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, with respect any warrants, options or other rights to acquire its capital stock or other equity securities), other than repurchases of stock from former employees, directors, officers, consultants and advisers pursuant to the offering terms of special sales stock restriction agreements to which the Company is a party; iv. mortgaged or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred pledged any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, properties or mortgaged, pledged assets or subjected them to any material Lien, except for Liens for current property Taxes taxes not yet due and payable; v. sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled without fair consideration any material debts or claims owing to or held by itclaims; (ii) vi. sold, assignedassigned or transferred any patents or patent applications, transferredtrademarks, abandoned service marks, trade names, corporate names, copyrights or permitted to lapse any Government Licenses whichcopyright registrations, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in Person other than newly hired employees of the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect Company other than pursuant to any Proprietary Rightsa confidentiality agreement; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) vii. suffered any material extraordinary loss, damage, destruction or casualty loss losses or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notificationviii. made capital expenditures or commitments therefor that individually are in excess of $50,000 or in the aggregate are in excess of $500,000. ix. made any loans or advances to, guarantees for the benefit of, or become aware any Investments in, any Persons in excess of facts which would lead a reasonable person $10,000 in the aggregate other than advances to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred Company's employees made in the ordinary course of business and liabilities under contracts entered into the Company's business; x. suffered any damage, destruction or casualty loss exceeding in the ordinary course of business consistent with past custom and practice; (viii) settled aggregate $150,000, whether or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000not covered by insurance; or (ix) entered into xi. made any Investment in or taken steps to incorporate any Subsidiary. Neither the Company nor any Subsidiary has at any time made any payments for political contributions or made any bribes, kickback payments or other material transaction, other than in the ordinary course of business consistent with past custom and practiceillegal payments. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Since the Balance Sheet Date, there has not been any Company Material Adverse Effect. (b) Except as set forth expressly contemplated by this Agreement, since the Balance Sheet Date, each of the Company and its Subsidiaries has carried on and operated its business in the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business only all material respects in the ordinary course of business business, consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notnone of them has: (i) sold, assigned amended or transferred any of modified its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itOrganizational Documents; (ii) sold, leased, assigned, transferred, abandoned transferred or permitted to lapse purchased any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible tangible assets, in each case in a single or disclosed any material proprietary confidential information to any Personrelated series of transactions, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted issued, sold, redeemed or transferred any of its cash management customs and practices (includingcapital stock or other equity securities, without limitationsecurities convertible into its capital stock or other equity securities or warrants, the collection of receivablesoptions or other rights to acquire its capital stock or other equity securities, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practiceany bonds or debt securities; (iv) prior to the date hereof, declared or paid any dividend or other distribution of the assets of the Company; (v) made or approved any material changes in its Plans or made any loans or advances tomaterial changes in wages, salary, or guarantees for the benefit ofother compensation, including severance, with respect to its current or entered into any transaction with PDK former officers, directors or any of its executive employees other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement than (A) increases in base salaries and for advances wages that are consistent with past custom and practice made to Seller's employeespractices, officers and directors for travel expenses incurred in (B) the items referenced on Section 3.09(b)(v) of the Company Disclosure Letter, or (C) as required by applicable Law, ordinary course welfare benefit plan changes at the end of business the plan year or entered into as required under any transactionCompany Plan; (vi) paid, arrangement loaned or contract advanced (including, without limitation, any transfer other than the payment of any assets of placing a Lien on any assets) except on an arms-length basis compensation and benefits in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary losspractice or the payment, damage, destruction advance or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course reimbursement of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into expenses in the ordinary course of business consistent with past custom and practice; (viiipractice or loans under a Company 401(k) settled Plan) any amounts to, or compromised sold, transferred or leased any litigation involving equitable relief of its assets to, or involving any money damages in excess of $50,000; or (ix) entered into any other material transactiontransactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directors or officers outside the ordinary course of business or other than at arm’s length; (vii) hired or terminated any of its officers or employees with fixed annual compensation in excess of fifty thousand dollars ($50,000) and whose employment is not terminable without penalty or financial obligation on notice of thirty (30) days or less, other than in the ordinary course of business consistent with past custom and practice.; (bviii) No party has acceleratedcommenced or settled any Action in which the amount in dispute is in excess of fifty thousand dollars ($50,000); (ix) made any material change in accounting principles, terminatedmethods, modified procedures or canceled policies, except as required by GAAP; (x) made, changed or revoked any Assigned Contractmaterial Tax election, or settled or compromised any material Tax claim or liabilities, or filed any substantially amended material Tax Return; (xi) (A) authorized, proposed, entered into or agreed to enter into any plan of liquidation, dissolution or other reorganization or (B) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (xii) except in the ordinary course of business consistent with past practice, incurred or discharged any Indebtedness; (xiii) made any capital expenditures; (xiv) suffered any material damage, destruction or loss, whether or not covered by insurance; (xv) sold, assigned, transferred, abandoned or allowed to lapse or expire any material Intellectual Property rights or other intangible assets owned, used or licensed by the Company or any of its Subsidiaries in connection with any product of the Company or any of its Subsidiaries or the operation of any of their businesses; (xvi) been subject to any written claim or written threat of infringement, misappropriation or other violation by or against the Company or any of its Subsidiaries of Intellectual Property rights of the Company or any of its Subsidiaries or a third party; (xvii) materially reduced the amount of any insurance coverage provided by existing insurance policies; or (xviii) committed to do or take any of the actions described in the foregoing clauses (i) through (xvii).

Absence of Certain Developments. Except as disclosed in the Standard SEC Reports or in any Current Reports of Standard on Form 8-K filed prior to the date of this Agreement, or on Schedule 3.10 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, neither Standard nor any of the Standard Subsidiaries has: (a) Except as set forth issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, except (i) in the attached "Developments Schedule," since August 31case of Bank, 1998, Seller has conducted the Business only deposit and other bank obligations in the ordinary course of business consistent with past custom or (ii) pursuant to the exercise of stock options and practice warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 3.3; (includingb) redeemed, without limitationpurchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of Standard or any of the Standard Subsidiaries or other securities of Standard or any of the Standard Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 3.3; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to the offering of special sales or incentive programs or the filling any shares of its distribution channels)capital stock or other securities, except (i) dividends paid in cash by the Standard Subsidiaries to Standard or any other Standard Subsidiary, and (ii) the regular quarterly cash dividend of $.10 per share, payable to holders of Standard Common Stock of record in January, 1997 and paid in April, 1997; (d) borrowed any amount or incurred or became subject to any material liability, except borrowing or liabilities (x) incurred in the ordinary course of business or (y) incurred under the contracts and commitments disclosed in Schedule 3.13, but in no event has incurred no liabilities Standard or any Standard Subsidiary entered into any borrowings with terms greater than one year except as set forth in Schedule 3.10; (e) discharged or satisfied any material lien or encumbrance on the properties or assets of Standard or any of the Standard Subsidiaries or paid any material liability other than in the ordinary course of business consistent with past custom and practicebusiness, and Seller has not: (i) sold, assigned other than reverse repurchase agreements or transferred Federal Home Loan Bank borrowings by Standard or any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itStandard Subsidiaries; (iif) sold, assigned, transferred, abandoned mortgaged, pledged or permitted subjected to lapse any Government Licenses which, individually lien or other encumbrance any of its assets with an aggregate market value in excess of $250,000 except (i) in the aggregateordinary course of business, are material to including REO, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith and (iii) liens and encumbrances which do not materially affect the Business or any portion thereofvalue of, or any of materially interfere with, the Proprietary Rights current use or other intangible assetsability to convey, the property subject thereto or disclosed affected thereby; (g) canceled any material proprietary confidential information to debts or claims or waived any Personrights of material value, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightsupon payment in full; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (vh) suffered any extraordinary losstheft, damage, destruction or casualty loss of or waived to any rights of material valueproperty or properties owned or used by it, whether or not covered by insurance and whether insurance, which would, individually or not in the aggregate, have a Material Adverse Effect on Standard; (i) made or granted any bonus or any wage, salary or compensation increase or severance or termination payment to, or promoted, any director, officer, employee, group of employees or consultant, or entered into any employment contract or hired any employee with an annual salary in excess of $100,000 other than bonuses, compensation increases, promotions or new hires in the ordinary course of business or and in a manner consistent with past custom and practicepractices as previously disclosed to TCF; (vij) received notificationmade or granted any increase in the benefits payable under any employee benefit plan or arrangement, amended or become aware of facts which would lead a reasonable person to believe, that terminated any material customer existing employee benefit plan or supplier will stop arrangement or decrease in adopted any material respect the rate of business done with the Businessnew employee benefit plan or arrangement; (viik) become subject to made any material liabilities, except current liabilities incurred in the ordinary course single or group of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled related capital expenditures or compromised any litigation involving equitable relief or involving any money damages commitment therefor in excess of $50,000; or (ix) 250,000 or entered into any lease or group of related leases with the same party which involves aggregate lease payments payable of more than $250,000 for any group of related leases in the aggregate; (l) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to Standard on a consolidated basis, except in exchange for debt previously contracted, including REO; (m) taken any other material transaction, action or entered into any material transaction other than in the ordinary course of business consistent with past custom and practice.business; or (bn) No party has accelerated, terminated, modified or canceled agreed to do any Assigned Contractof the foregoing.

Absence of Certain Developments. (a) Since January 1, 2013, there has not been any Material Adverse Effect with respect to the Company or any of its Subsidiaries, and no event has occurred and no circumstances exist that would reasonably be expected to result in a Material Adverse Effect with respect to the Company or any of its Subsidiaries. Except as set forth in on Schedule 3.2(g) and except as expressly contemplated by this Agreement, since January 1, 2013, neither the attached "Developments Schedule," since August 31Company nor any of its Subsidiaries has: (i) amended any of its Organizational Documents; (ii) incurred any Indebtedness, 1998, Seller has conducted the Business only except working capital credit line borrowings in the ordinary course of business consistent with past custom practices, or guaranteed any such Indebtedness, or issued or sold any Indebtedness or warrants or rights to acquire any Indebtedness, or guaranteed any Indebtedness of others, in each case, other than accruals for mechanical royalty and practice label payments (including, without limitation, payments to foreign country artists and record labels); (iii) mortgaged, pledged or subjected to any Lien any of its assets (other than Permitted Liens); (iv) (A) sold, leased, licensed, assigned, pledged or granted any security interest in, transferred or otherwise disposed of, or agreed to sell, lease, license, assign, pledge or grant any security interest in, transfer or otherwise dispose of, any of its tangible assets, except in the ordinary course of business, or (B) acquired by merger or consolidation with, or merged or consolidated with, or purchased substantially all of the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof; (v) sold, licensed, assigned or transferred any Company Intellectual Property, except in the ordinary course of business; (vi) issued, sold or transferred, or agreed to the issuance, delivery or sale of: (A) any of its equity securities; (B) any securities convertible or exchangeable into equity; or (C) other equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or debt securities; (vii) made any material capital investment in, or any material loan to, any other Person; (viii) made any material capital expenditures or commitments, except in the ordinary course of business; (ix) adopted any new or made any changes in its existing employee benefit plans or made any changes in wages, salary or other compensation with respect to its officers, directors or employees, except, in each case, (A) to the offering of special sales or incentive programs extent required to comply with applicable Law or the filling terms of its distribution channels), has incurred no liabilities other than any Plan or (B) for any such action or change that is not material and that was taken in the ordinary course of business consistent with past custom and practice, and Seller to the Company’s Knowledge no communication or announcement has not:been made indicating any intention of the Company or any Subsidiary to take any of the foregoing actions; (x) paid, loaned or advanced (other than the payment of salary and benefits in the ordinary course of business or the payment, advance or reimbursement of expenses in the ordinary course of business) any amounts to, or sold, transferred or leased any of its assets to, or entered into or modified any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directors or officers outside the ordinary course of business; (xi) made or rescinded any Tax election, changed any annual accounting period, adopted or changed any method of accounting or reversed any accruals (except as required by a change in Law or GAAP), filed any amended Tax Returns, signed or entered into any closing agreement or settlement, settled or compromised any claim or assessment of Tax liability, 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 acted or omitted to act where such action or omission to act would reasonably be expected to have the effect of materially increasing any present or future Tax liability or materially decreasing any present or future Tax benefit for the Company or any of its Subsidiaries or the Buyer or its Affiliates; (xii) modified in a material manner its existing cash management, credit collection or payment policies, procedures and practices (including, without limitation, any acceleration in the collection of accounts receivable, delay in the payment of accounts payable or change in the maintenance of working capital balances); (xiii) commenced or settled any litigation, arbitration or proceeding involving (i) soldan amount in excess of Fifty Thousand Dollars ($50,000) in the aggregate or (ii) involving equitable relief; (xiv) entered into or materially modified any Material Contract or material Licenses and Permits, assigned or transferred otherwise become obligated to do any of its assetsthe foregoing, except for sales of inventory in each case in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it;; or (iixv) sold, assigned, transferred, abandoned or permitted to lapse experienced any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any incidents of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss of any property owned by the Company or waived any rights of material valueits Subsidiaries, whether or not covered by insurance and whether insurance, having a replacement cost or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages fair market value in excess of Fifty Thousand Dollars ($50,000; or (ix) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practice). (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth in on the attached "Developments Schedule," Schedule 3.06 or for the transactions contemplated by this Agreement, since August 31, 1998, Seller the Audited Balance Sheet: (a) there has conducted not been a Company Material Adverse Effect; and (b) neither the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling Company nor any of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notSubsidiaries has: (i) incurred or become subject to any Indebtedness, other than borrowings from banks (or similar financial institutions) under existing Indebtedness listed on Schedule 3.09(a) necessary to meet ordinary course working capital requirements; (ii) mortgaged, pledged or subjected to any Lien, any of its assets, except for Permitted Liens; (iii) sold, assigned or transferred any of its tangible assets, except for sales of inventory immaterial assets in the ordinary course of business consistent with past custom and practicebusiness; (iv) sold, assigned or transferred any Intellectual Property; (v) issued, sold, transferred or redeemed any of its Equity Interests, securities convertible into its Equity Interests or warrants, options or other rights to acquire its Equity Interests, or mortgagedany bonds or debt securities; (vi) made any capital investment in, pledged or subjected them any loan to or guaranty for the benefit of, any other Person (other than a Subsidiary of the Company); (vii) made any material Liencapital expenditures or commitments therefor, except for Liens such capital expenditures or commitments therefor that are set forth in the Company’s and its Subsidiaries’ budget for current property Taxes not yet due and payablethe fiscal year ending December 31, or canceled without fair consideration any material debts or claims owing 2015 as provided to or held by itthe Purchaser prior to the date of this Agreement (the “CapEx Budget”); (iiviii) soldmade any loan to, assignedor entered into any other transaction with, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business Seller or any portion thereofSeller’s managing member or managing partner, or any of the Proprietary Rights Trilogy Parties or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK their respective Subsidiaries or any of its other stockholders the respective directors, officers, or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer employees of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practiceforegoing (other than Employment Agreements); (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into any Employment Agreement with maximum payments exceeding $100,000 per year or any collective bargaining agreement, or amended, modified or terminated the terms of any such existing agreements; (x) made any other material transaction, change (other than those changes set forth in the Operating Budget) in employment terms (including compensation) for (i) any of its managers, directors or officers or (ii) for any other employee outside the ordinary course of business consistent with past custom and practice.business; (bxi) No party has acceleratedamended its Organizational Documents; (xii) instituted any claim or lawsuit for an amount involving in excess of $1,000,000 in the aggregate or involving equitable or injunctive relief; (xiii) purchased or otherwise acquired any assets of any Person that are material to the Company and the Subsidiaries, terminatedtaken as a whole, modified or canceled involving payment by the Company or any Assigned ContractSubsidiary of more than $500,000; (xiv) taken or authorized any action which, if taken or authorized on or after the date hereof, would require the consent of the Purchaser pursuant to Section 6.01; or (xv) entered into an enforceable Contract to do any of the foregoing actions.

Absence of Certain Developments. (a) Since the Ranger Balance Sheet Date, there has not been any Ranger Material Adverse Effect. Except as set forth expressly contemplated hereby, since the Ranger Balance Sheet Date, Ranger has carried on and operated its business in the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business only all material respects in the ordinary course of business consistent with past custom practice, and practice Ranger has not: (includinga) amended or modified its Organizational Documents; (b) sold, without limitationleased, assigned, transferred or purchased any material tangible assets, in each case in a single or related series of transactions, except in the ordinary course of business; (c) issued, sold, redeemed 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; (d) prior to the date hereof, declared or paid any dividend or other distribution of the assets of Ranger; (e) made or approved any material changes in its employee benefit plans or made any material changes in wages, salary, or other compensation, including severance, with respect to the offering of special sales its current or incentive programs former officers, directors or the filling of its distribution channels), has incurred no liabilities executive employees other than increases in base salaries and wages that are consistent with past practices or as required by applicable Law or any Ranger Plan; (f) paid, loaned or advanced (other than the payment of compensation and benefits in the ordinary course of business consistent with past custom and practicepractice or the payment, and Seller has not: (i) sold, assigned advance or transferred any reimbursement of its assets, except for sales of inventory business expenses in the ordinary course of business consistent with past custom and practicepractice or 401(k) plan loans) any amounts to, or mortgagedsold, pledged transferred or subjected them to leased any material Lien, except for Liens for current property Taxes not yet due and payableof its assets to, or canceled without fair consideration entered into any material debts other transactions with, any of its Affiliates, or claims owing to made any loan to, or held by itentered into any other transaction with, any of its directors or officers outside the ordinary course of business or other than at arm’s length; (g) except as required by applicable Law, adopted or materially amended any Ranger Plans; (h) hired or terminated any officers or employees of Ranger with fixed annual compensation in excess of $150,000, with respect to non-officer employees, other than in the ordinary course of business; (i) commenced or settled any Action in which the amount in dispute is in excess of $5,000,000; (j) made any material change in accounting principles, methods, procedures or policies, except as required by GAAP; (k) made, changed or revoked any material Tax election, or settled or compromised any material Tax claim or liabilities, or filed any substantially amended material Tax Return; (i) authorized, proposed, entered into or agreed to enter into any plan of liquidation, dissolution or other reorganization or (ii) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (m) except in the ordinary course of business, incurred or discharged any Indebtedness; (n) made capital expenditures or capital additions or betterments in excess of $35,000,000 in the aggregate; (o) suffered any material damage, destruction or loss, whether or not covered by insurance; (p) sold, assigned, transferred, abandoned or permitted allowed to lapse or expire any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights Intellectual Property rights or other intangible assetsassets owned, used or disclosed licensed by Ranger in connection with any material proprietary confidential information to any Person, except in product of Ranger or the ordinary course operation of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightsits business; (iiiq) conducted its cash management customs and practices (includingbeen subject to any claim or written threat of infringement, without limitation, the collection misappropriation or other violation by or against Ranger of receivables, payment Intellectual Property rights of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms Ranger or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practicea third party; (ivr) made any loans or advances to, or guarantees for materially reduced the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer amount of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered insurance coverage provided by existing insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000policies; or (ixs) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth on Schedule 5.4 or pursuant to the transactions contemplated hereunder or as disclosed in reports filed with the SEC or otherwise in writing to the Agent and the Lenders during or prior to the Fiscal Quarter ending December 31, 2011, since December 31, 2010: (a) To the Knowledge of the Principal Companies, there has not occurred any event, change or condition, or combination thereof, that has had, has, or could reasonably be expected to have a Material Adverse Effect; (b) except as set forth on Schedule 5.4(b), other than the transactions contemplated hereunder and under the Related Agreements, 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 any shares of Capital Stock or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of Capital Stock or other equity securities of, or other ownership interest in, the Company; (c) there has not been any payment of interest or principal with respect to any debt owed to an Affiliate of the Principal Companies, other than a Wholly-Owned Subsidiary; (d) except as contemplated in the attached "Developments Schedule," since August 31Related Agreements or as set forth on Schedule 5.4(d) with respect to the Parent, 1998no Principal Company or any of its Subsidiaries has transferred, Seller issued, sold or disposed of any shares of their Capital Stock, or granted any options, warrants, calls or other rights to purchase or otherwise acquire shares of their Capital Stock which are not reflected on the current capitalization table, warrant table and stock option table set forth on Schedule 5.1. (e) except (i) in connection with the Related Agreements, (ii) in the ordinary course of business and consistent with past practice, (iii) as set forth on Schedule 5.4(e) or (iv) as required by Applicable Law, no Principal Company or any of its Subsidiaries has conducted (A) awarded or paid any bonuses to any Employees or former Employees; or (B) entered into any Employee Program, employment deferred compensation, severance or similar agreement (nor amended or terminated any such agreement) or agreed to increase the Business only compensation payable or to become payable to any current or former Employees or agreed to increase the coverage or benefits available under any severance pay, deferred compensation, bonus or other incentive compensation, pension or other employee benefit plan, payment or arrangement made to, for or with such current or former Employees; (f) no Principal Company or any of its Subsidiaries has made, or agreed to, make any material acquisition of any business or assets outside the ordinary course of business or inconsistent with past practice; (g) no Principal Company or any of its Subsidiaries has made, or agreed to make, any loans or investments in any business of any Affiliate of any Principal Company or any of its Subsidiaries; (h) other than in the ordinary course of business and consistent with past practice, no Principal Company or any of its Subsidiaries has transferred or granted any rights under any Contractual Obligations, leases, licenses or agreements used by any Principal Company or any of its Subsidiaries in their business, or allowed any such rights to lapse or expire, which has had, has or could result in a Material Adverse Effect; (i) except as set forth on Schedule 5.4(i), there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property of any Principal Company or any of its Subsidiaries having a replacement cost of more than $50,000 for any single loss or $150,000 for all such losses; (j) other than in connection with the Loans and the Working Capital Facility or as permitted hereunder or thereunder, no Principal Company or any of its Subsidiaries has mortgaged, hypothecated, pledged or subjected to any Lien (other than in the ordinary course of business and other than Permitted Encumbrances) any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of such Principal 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 and consistent with past practice; (k) no Principal Company or any of its Subsidiaries has canceled or compromised any debt or claim with a value exceeding $25,000 or canceled, terminated, compromised, relinquished, or released any claim or right under any Material Contract with a value exceeding $25,000; (l) no Principal Company or any of its Subsidiaries has made any binding commitment to make any capital expenditures or capital additions or betterments in any such case obligating such Principal Company or any of its Subsidiaries to pay an amount not in the ordinary course of business consistent with past custom and practice practice; (m) to the Principal Companies’ Knowledge, there has not been any material default under any Material Contract or the occurrence of any event, which with notice or lapse of time or both, would result in a material default under any such Material Contract; (n) no Principal Company or any of its Subsidiaries has created, incurred, assumed or guaranteed any debts, obligations or liabilities (including, without limitation, with obligations in respect to the offering of special sales or incentive programs or the filling of its distribution channelscapital leases), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned whether due or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilitiesdue, except current liabilities incurred in the ordinary course of business and liabilities under contracts consistent with past practice; (o) other than the Loan Documents and the Related Agreements, no Principal Company or any of its Subsidiaries has entered into any material transaction other in the ordinary course of business consistent with past custom and practice; (viiip) settled no Principal Company or compromised any litigation involving equitable relief of its Subsidiaries has encountered any labor difficulties or involving any money damages labor union organizing activities which could reasonably be expected to result in excess of $50,000; ora Material Adverse Effect; (ixq) entered into no Principal Company or any other material transactionof its Subsidiaries has made any change in the accounting principles, methods or practices followed by it, other than changes adopted in accordance with changes to GAAP; (r) no Principal Company or any of its Subsidiaries has encountered any disagreements, that have not been resolved, with its independent public accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure; (s) except as set forth on Schedule 5.4(s), no Principal Company or any of its Subsidiaries has allowed any rights to lapse with respect to, any Intellectual Property Rights material to the business of such Principal Company or any of its Subsidiaries, and except in the ordinary course of business and consistent with past practice, no Principal Company or any of its Subsidiaries has sold or transferred any Intellectual Property Rights; (t) except as set forth on Schedule 5.4(t), no Principal Company or any of its Subsidiaries has suffered or experienced a material adverse change in the relationship or course of dealings between (i) on the one hand, any Principal Company or any of its Subsidiaries and (ii) on the other hand, either (A) any of the four (4) largest (by cost of goods) suppliers of such Principal Company and its Suppliers or (B) any of the ten (10) largest (by revenue) customers of such Principal Company and its Subsidiaries; (u) no Principal Company or any of its Subsidiaries has entered into, modified, amended or terminated any Real Property Lease, except modifications or amendments in connection with renewals of leases, terminations of leases or entering into new Real Property Leases, in each case in the ordinary course of business consistent with past custom and practice.; (bv) No party no Principal Company or any of its Subsidiaries has accelerated(i) been denied insurance coverage; or (ii) cancelled or terminated any insurance policy naming it as a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; (w) no Principal Company or any of its Subsidiaries has amended its Articles of Incorporation or Bylaws, terminatedor in the case of the Irish Loan Parties and the Israeli Loan Party, modified their memorandum and Articles of Association, or canceled in the case of the Brazilian Loan Party, its Organizational Documents, except as contemplated by the Loan Documents or the Related Agreements; (x) except as set forth on Schedule 5.4(x) and as contemplated by the Loan Documents or the Related Agreements, no Principal Company or any Assigned Contractof its Subsidiaries has made or changed any Tax election; (y) no Principal Company or any of its Subsidiaries has agreed, whether in writing or otherwise, to do any of the foregoing; and (z) except as contemplated by the Related Agreements, no Principal Company or any of its Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Junior Payment or agreed to do so except as permitted by Section 10.5.

Absence of Certain Developments. (a) Since the Obalon Balance Sheet Date, there has not been any Material Adverse Effect on Obalon. Except as set forth expressly contemplated hereby, since the Obalon Balance Sheet Date, Obalon has carried on and operated its business in the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business only all material respects in the ordinary course of business consistent with past custom practice, and practice Obalon has not: (includinga) amended or modified its Organizational Documents; (b) sold, without limitationleased, assigned, transferred or purchased any material tangible assets, in each case in a single or related series of transactions, except in the ordinary course of business; (c) issued, sold, redeemed 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; (d) prior to the date hereof, declared or paid any dividend or other distribution of the assets of Obalon; (e) made or approved any material changes in its employee benefit plans or made any material changes in wages salary, or other compensation, including severance, with respect to the offering of special sales its current or incentive programs former officers, directors or the filling of its distribution channels)executive employees, has incurred no liabilities other than increases in base salaries and wages that are consistent with past practices or as required by applicable Law or any Obalon Plan; (f) paid, loaned or advanced (other than the advance or reimbursement of business expenses in the ordinary course of business consistent with past custom and practicepractice or 401(k) plan loans) any amounts to, and Seller has not:or sold, transferred or leased any of its assets to, or entered into any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directors or officers outside the ordinary course of business or other than at arm’s length; (g) except as required by applicable Law, adopted, terminated or materially amended any Obalon Plans; (h) hired or terminated any officers or employees of Obalon with annual cash compensation in excess of $100,000; (i) soldcommenced or settled any Action in which the amount in dispute is in excess of $100,000; (j) made any material change in accounting principles, assigned methods, procedures or transferred any of its assetspolicies, except for sales as required by GAAP; (k) made, changed or revoked any material Tax election, or settled or compromised any material Tax claim or liabilities, or filed any substantially amended material Tax Return; (i) authorized, proposed, entered into or agreed to enter into any plan of inventory liquidation, dissolution or other reorganization or (ii) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (m) except in the ordinary course of business consistent with past custom and practicebusiness, incurred or mortgaged, pledged or subjected them to discharged any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itIndebtedness; (iin) made capital expenditures or capital additions or betterments in excess of $100,000 in the aggregate; (o) suffered any material damage, destruction or loss, whether or not covered by insurance; (p) sold, assigned, transferred, abandoned or permitted allowed to lapse or expire any Government Licenses which, individually material Intellectual Property rights (other than certain pending applications that have not been allowed or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights granted) or other intangible assetsassets owned, used or disclosed licensed by Obalon in connection with any material proprietary confidential information to any Person, except in product of Obalon or the ordinary course operation of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightsits business; (iiiq) conducted its cash management customs and practices (includingbeen subject to any claim or written threat of infringement, without limitation, the collection misappropriation or other violation by or against Obalon of receivables, payment Intellectual Property rights of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms Obalon or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practicea third party; (ivr) made any loans or advances to, or guarantees for materially reduced the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer amount of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered insurance coverage provided by existing insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000policies; or (ixs) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth on Section 4.10 of the Seller's Disclosure Schedule or except as contemplated in and consistent with the attached "Developments Schedule," terms of this Agreement since August 31, 1998the date of the Financial Statements, Seller has conducted not, in respect of the Business only Colonial Business: A. changed its accounting methods or practices (including any change in depreciation or amortization policies or rates) or revalued any of its assets; B. other than distributions necessary for Colonial, Parent or Parent's ultimate owners to pay taxes in respect of Colonial, declared or paid any dividend or distributions; C. borrowed any amount under existing lines of credit, or otherwise incurred or become subject to any indebtedness, except in the ordinary course of business and in a manner and in amounts that are in keeping with historical practice; D. discharged or satisfied any lien (other than property taxes and assessments, business and personal property taxes, mechanic's liens and similar items discharged in the ordinary course of business consistent with past custom practices) or encumbrance; E. except as is reasonably necessary for the ordinary operation of the Colonial Business and practice in a manner and in amounts that are in keeping with historical practice, mortgaged, pledged, or subjected to any lien, charge, or other encumbrance, any of Colonial's assets with a fair market value in excess of $25,000, except liens for current property taxes not yet due and payable; F. sold, assigned or transferred (including, without limitation, transfers to any employees, shareholders or affiliates) any assets or canceled any debts or claims, except in the ordinary course of business and consistent with respect past practices; G. sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or disclosed any proprietary or confidential information to the offering any person other than Meritage or Buyer; H. suffered any extraordinary loss or waived any material right or claim, including any write-off or compromise of special sales any contract or incentive programs other account receivable; I. taken any other action or the filling of its distribution channels), has incurred no liabilities entered into any other transaction other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent accordance with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any an employee, shareholder, member, partner or officer or director of Seller or PDK, except for any other entity associated with the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practiceColonial Business; (v) J. suffered any extraordinary losstheft, damage, destruction or casualty loss of or waived to any rights of material valueproperty or properties owned or used by it, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practiceinsurance; (vi) received notificationK. increased the annualized level of compensation of or granted any extraordinary bonuses, benefits or become aware other forms of facts which would lead a reasonable person to believe, that any material customer direct or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject indirect compensation to any material liabilitiesemployee, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled officer, director or compromised any litigation involving equitable relief or involving any money damages consultant that aggregate in excess of $50,00025,000, or increased, terminated or amended or otherwise modified any plans for the benefit of employees; L. except as is reasonably necessary for the ordinary operation of the Colonial Business and in a manner and in amounts that are in keeping with historical practice, made any capital expenditures or commitments for property, plant and equipment that aggregate in excess of $25,000; M. engaged or agreed to engage in any extraordinary transactions or distributions, or except as is reasonably necessary for the ordinary operation of the Colonial Business and in keeping with historical practice, entered into any contract, written or oral, that involves consideration or performance by it of a value exceeding $25,000 or a term exceeding one year; N. made any loans, advances or commitments to, or guarantees in excess of $50,000 for the benefit of, any persons; or (ix) entered into any other material transactionO. made charitable contributions or pledges, other than which in the ordinary course of business consistent with past custom and practiceaggregate exceed $10,000. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Since the Visor Balance Sheet Date, there has not been any Visor Material Adverse Effect. Except as set forth expressly contemplated hereby, since the Visor Balance Sheet Date, Visor has carried on and operated its business in the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business only all material respects in the ordinary course of business consistent with past custom practice, and practice Visor has not: (includinga) amended or modified its Organizational Documents; (b) sold, without limitationleased, assigned, transferred or purchased any material tangible assets, in each case in a single or related series of transactions, except in the ordinary course of business; (c) issued, sold, redeemed 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; (d) prior to the date hereof, declared or paid any dividend or other distribution of the assets of Visor; (e) made or approved any material changes in its employee benefit plans or made any material changes in wages salary, or other compensation, including severance, with respect to the offering of special sales its current or incentive programs former officers, directors or the filling of its distribution channels)executive employees, has incurred no liabilities other than increases in base salaries and wages that are consistent with past practices or as required by applicable Law or any Visor Plan; (f) paid, loaned or advanced (other than the payment of compensation and benefits in the ordinary course of business consistent with past custom and practicepractice or the payment, and Seller has not: (i) sold, assigned advance or transferred any reimbursement of its assets, except for sales of inventory business expenses in the ordinary course of business consistent with past custom and practicepractice or 401(k) plan loans) any amounts to, or mortgagedsold, pledged transferred or subjected them to leased any material Lien, except for Liens for current property Taxes not yet due and payableof its assets to, or canceled without fair consideration entered into any material debts other transactions with, any of its Affiliates, or claims owing to made any loan to, or held by itentered into any other transaction with, any of its directors or officers outside the ordinary course of business or other than at arm’s length; (g) except as required by applicable Law, adopted or materially amended any Visor Plans; (h) hired or terminated any officers or employees of Visor with fixed annual compensation in excess of $150,000, with respect to non-officer employees, other than in the ordinary course of business; (i) commenced or settled any Action in which the amount in dispute is in excess of $100,000; (j) made any material change in accounting principles, methods, procedures or policies, except as required by GAAP; (k) made, changed or revoked any material Tax election, or settled or compromised any material Tax claim or liabilities, or filed any substantially amended material Tax Return; (i) authorized, proposed, entered into or agreed to enter into any plan of liquidation, dissolution or other reorganization or (ii) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (m) except in the ordinary course of business, incurred or discharged any Indebtedness; (n) made capital expenditures or capital additions or betterments in excess of $100,000 in the aggregate; (o) suffered any material damage, destruction or loss, whether or not covered by insurance; (p) sold, assigned, transferred, abandoned or permitted allowed to lapse or expire any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights Intellectual Property rights or other intangible assetsassets owned, used or disclosed licensed by Visor in connection with any material proprietary confidential information to any Person, except in product of Visor or the ordinary course operation of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightsits business; (iiiq) conducted its cash management customs and practices (includingbeen subject to any claim or threat of infringement, without limitation, the collection misappropriation or other violation by or against Visor of receivables, payment Intellectual Property rights of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms Visor or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practicea third party; (ivr) made any loans or advances to, or guarantees for materially reduced the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer amount of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered insurance coverage provided by existing insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000policies; or (ixs) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth in on Schedule 5.6 hereto, since September 30, 2007, the attached "Developments Schedule," since August 31, 1998, Seller Company has conducted the Business its business only in the ordinary course of business consistent with past custom and practice and has not: (includinga) Suffered a Material Adverse Effect; (b) Sold, without limitationleased, with respect to the offering of special sales assigned, licensed or incentive programs or the filling transferred any material portion of its distribution channels), has incurred no liabilities Assets (other than non-exclusive licenses of Assets in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory obsolete or worn out assets in the ordinary course of business consistent with past custom and practice, business) or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itPermitted Liens; (iic) sold, assigned, transferred, abandoned Made any material capital expenditures or permitted to lapse any Government Licenses which, individually or commitments therefor in excess of $2,000,000 in excess of the 2008 budgeted amounts disclosed in the aggregate, are material Company’s business plans provided to the Business Parent and attached as Schedule 5.6(c) hereto; (d) Created, incurred or assumed any portion thereof, Indebtedness or guaranteed any Indebtedness of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except other than capital leases or pursuant to the credit facilities described in the ordinary course Financial Statements; (e) Declared, set aside or paid any dividend or distribution of business consistent with past custom and practice, cash or granted other property to any license or sublicense stockholder of any rights under or Holdings with respect to its equity or purchased, or redeemed or otherwise acquired any Proprietary Rightsof its equity or any Options, other than dividends paid to Holdings by its Subsidiaries, net of any withholding Taxes required to be withheld with respect to such dividends; (iiif) conducted its cash management customs and practices (includingDeclared, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms set aside or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made paid any loans salary or advances to, compensation to any director or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in executive employee outside the ordinary course of business consistent with past custom and practice; (vg) suffered Declared, set aside or paid any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject amounts to any material liabilities, except current liabilities incurred in of the ordinary course of business and liabilities under contracts entered into in Company’s Affiliates outside the ordinary course of business consistent with past custom and practice; (viiih) settled Amended or compromised any litigation involving equitable relief authorized the amendment of its certificate of incorporation or involving any money damages in excess of $50,000; orby-laws or other constituent documents; (ixi) entered Entered into any other material transaction, a Material Contract other than in the ordinary course of business consistent with past custom and practice., or received any notice from a material customer, supplier or other Person having a material relationship with the Company indicating that such customer, supplier or other Person intends to terminate or materially change its relationship in the aggregate with the Company; or (bj) No party has accelerated, terminated, modified Committed or canceled agreed to any Assigned Contractof the foregoing.

Absence of Certain Developments. Since the Balance Sheet Date, the Company and its Subsidiaries (ai) Except as set forth have not suffered any event, change, occurrence, facts or circumstances that has resulted in the attached "Developments Schedule," since August 31, 1998, Seller has a Company Material Adverse Effect and (ii) have conducted the Business only their business in all material respects in the ordinary course of such business consistent with past custom practice, except in connection with this Agreement and practice (includingthe transactions contemplated herein. In addition, without limitationlimiting the generality of the forgoing, with respect to except as set forth in Section 4.07 of the offering of special sales or incentive programs or Company Disclosure Schedules and except as expressly contemplated by this Agreement, since the filling Balance Sheet Date, neither the Company nor any of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notSubsidiaries has: (ia) amended or authorized the amendment of its certificate or articles of incorporation, bylaws or similar organizational or constituent documents; (b) borrowed any amount or incurred Indebtedness except for the incurrence of Indebtedness under its existing revolving credit facility to meet ordinary working capital requirements; (c) mortgaged, pledged or subjected any portion of its properties or assets to any material Liens, except Liens for current property taxes not yet due and payable and for which adequate reserves have been established in the Financial Statements to the extent required by GAAP; (d) sold, assigned leased, assigned, licensed or transferred any of its assetstangible properties, assets or any portion thereof, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (iie) sold, assigned, transferred, abandoned licensed or permitted to lapse transferred any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights Company Intellectual Property or other intangible assets; (f) issued, sold or transferred any of its equity interests or other equity securities, securities convertible into its equity interests or other equity securities or warrants, options or other rights to acquire its equity interests or other equity securities, or disclosed any bonds or debt securities; (g) declared or paid any dividends or made any distributions on the Company’s equity interests or other equity securities or redeemed or purchased any of the Company’s equity interests or other equity securities; (h) made any capital expenditures or commitments exceeding $225,000 per expenditure or commitment or $500,000 in the aggregate for all capital expenditures or commitments, or failed to make any capital expenditure in the ordinary course of business consistent with past practice or otherwise consistent with the most recent budget and forecasts provided to Buyer prior to the date hereof; (i) changed any of its accounting methods, principles or practices, except as required by GAAP, or changed any of the assumptions underlying, or methods of calculating, any bad debt, contingency or other reserve; (j) made any change in its trade payables and trade receivables and other credit collection and payment policies, including (i) acceleration of collections or receivables (including through the use of discounts for early payment, request for early payment or otherwise) and (ii) failure to pay payables when due or delay in payment of payables compared to past practices; (k) suffered any material proprietary confidential information damage, destruction or other casualty loss with respect to any Personproperties or assets leased or owned by the Company or any of its Subsidiaries (whether or not covered by insurance); (l) waived any rights of material value or entered into any material transaction, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (ivm) made amended or modified any loans employment contract, arrangement or advances toseverance entitlement to increase the compensation, severance or guarantees for the benefit of, other benefits of any Employee whose annual base compensation is in excess of $100,000 other than as may be required under a pre-existing Contract or as may be required by applicable Law; (n) entered into any transaction with PDK employment agreement whose annual base compensation is in excess of $100,000, stay bonus, change in control payment or other retention agreement or any collective bargaining agreement; (o) increased the compensation, including without limitation any severance benefits, of any present or former director, officer or Employee, except as may be required by any Contract as in effect on the date thereof (except, in the case of Employees who are neither directors nor officers of the Company or any of its other stockholders or any employeeSubsidiaries, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice); (vp) suffered established, entered into, adopted or amended any extraordinary lossmaterial Employee Benefit Plan, damage, destruction except as may be required by any then existing Employee Benefit Plan or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice;Contract; and (viq) received notification, committed or become aware agreed to do any of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Since the date of the Latest Balance Sheet, there has not been any Material Adverse Effect. (b) Except as set forth in on the attached "Developments Schedule," since August 31Schedule or except as expressly contemplated by this Agreement, 1998, Seller has conducted from the Business only in date of the ordinary course of business consistent with past custom and practice (including, without limitation, with respect Latest Balance Sheet to the offering of special sales or incentive programs or date hereof, neither the filling Company nor any of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notSubsidiaries has: (i) borrowed any amount or incurred or become subject to any material liabilities (other than liabilities incurred in the Ordinary Course of Business, liabilities under contracts entered into in the Ordinary Course of Business and borrowings from banks (or similar financial institutions) incurred to meet Ordinary Course of Business working capital requirements and liabilities under this Agreement); (ii) mortgaged or pledged any Key Entertainment Property (or any portion thereof or rights thereto) or any other material asset or material portion of its assets, except Permitted Liens; (iii) sold, assigned or transferred any material portion of its tangible assets, except for sales of inventory in the ordinary course Ordinary Course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itBusiness; (iiiv) sold, assigned, transferredtransferred or licensed any material Intellectual Property, abandoned or permitted to lapse any Government Licenses which, individually or except for licenses of Intellectual Property in the aggregate, are material to the Ordinary Course of Business or as set forth on the Intellectual Property Schedule; (v) issued, sold or transferred any portion thereofof its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or debt securities; (vi) made any investment in excess of the Proprietary Rights or other intangible assets$250,000 in, or disclosed any material proprietary confidential information to loan in excess of $250,000 to, any Personother Person (other than its Subsidiaries); (vii) declared, except in the ordinary course of business consistent with past custom and practiceset aside, or granted paid any license or sublicense of any rights under or distribution with respect to its equity securities (other than cash distributions) or repurchased any Proprietary Rightsof its equity securities; (iiiviii) conducted its cash management customs and practices (including, without limitation, the collection made any capital expenditures in excess of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms $250,000 individually or sales discount programs)) other than $500,000 in the usual and ordinary course of business consistent with past custom and practiceaggregate or commitments therefor, except for such capital expenditures or commitments that are reflected in the current budget as provided to the Purchaser prior to the date hereof; (ivix) made any loans or advances loan to, or guarantees for the benefit of, or entered into any other transaction with PDK or with, any of its other stockholders directors or any employee, officer or director of Seller or PDKofficers, except for the transactions contemplated by this Agreement and for advances consistent employment contracts with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business any such director or officer; (x) entered into any transaction, arrangement or employment contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which that would lead a reasonable person reasonably be expected to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages provide for total annual compensation in excess of $50,000150,000 during the twelve (12)-month period commencing on the date hereof (other than any “at will” employment contract that may be terminated by the Company or a Subsidiary of the Company, without any payment or penalty, upon thirty (30) days or less advance notice or upon the minimum advance notice required by applicable Law) or any Collective Bargaining Agreement, or modified the terms of any such existing contract or agreement; or (ixxi) entered into taken any other material transaction, other than in action that if taken after the ordinary course date of business consistent with past custom and practicethis Agreement would constitute a breach of Section 7.01(b)(xiii) or 7.01(b)(xiv). (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. Except as disclosed, as required herein, on the attached Developments Schedule, since June 1, 2006, Seller has not with respect to Seller’s Table Games Business or the Purchased Assets: (a) Except as set forth mortgaged, pledged or subjected to any Lien, any of the Purchased Assets, or the Licensed Patents, other than the Permitted Liens; (b) made any final sale, fully paid lease, one-off sale or similar transaction in which a Table Game has been provided to any Person for a term greater than one year without any contractual obligation on such Person to pay a recurring fair market lease consideration; (c) discharged or satisfied any material lien or paid any material obligation or liability related to Seller’s Table Games Business (other than in the attached "Developments Schedule," since August 31Ordinary Course of Business); (d) sold, 1998leased, Seller has conducted assigned, licensed or transferred any of its tangible assets (including the Purchased Assets), used in Seller’s Table Games Business only except in the ordinary course Ordinary Course of business consistent Business, or canceled without fair consideration any debts or claims owing to or held by it arising out of its operation of Seller’s Table Games Business; (e) sold, assigned, licensed, sublicensed, transferred or Liened any Seller’s Table Games Intellectual Property or other intangible assets, disclosed any Confidential Information to any Person other than its employees (and other than Buyer and Buyer’s representatives, agents, attorneys and accountants), or abandoned or permitted to lapse any Seller’s Table Games Intellectual Property; (f) incurred any Indebtedness with past custom respect to Seller’s Table Games Business or incurred or become subject to any material liability with respect to Seller’s Table Games Business, except current liabilities incurred in the Ordinary Course of Business and practice liabilities under contracts entered into in the Ordinary Course of Business; (g) made any loans or advances to, investments in, or guarantees for the benefit of, any Person in connection with Seller’s Table Games Business, other than in the Ordinary Course of Business; (h) suffered any extraordinary losses or waived any rights of material value with respect to Seller’s Table Games Business, whether or not in the Ordinary Course of Business; (i) suffered any damage, destruction or casualty loss to any of the Purchased Assets or the Licensed Patents in excess of $25,000, whether or not covered by insurance; (j) except for any Pending Orders, made any capital expenditures commitments with respect to Seller’s Table Games Business that aggregate in excess of $50,000; (k) made any change in any method of accounting or accounting policies with respect to Seller’s Table Games Business, other than those required by GAAP which have been disclosed in writing to Buyer; (l) other than in the Ordinary Course of Business, engaged in any promotional sales, discount or price reduction or other activity with respect to Seller’s Table Games Business that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales that otherwise would be expected to occur in post-Closing periods; (m) instituted or permitted any material change in the conduct of Seller’s Table Games Business, or any change in its method of purchase, sale, lease, management, marketing, promotion or operation; (n) entered into, amended or terminated any material contract or any government license or permit or taken any other action or entered into any other transaction other than in the Ordinary Course of Business; (o) declared, set aside or made any payment or distribution of cash or other property (including so-called “tax distributions”) to any of its equityholders with respect to such equity interests or otherwise, or purchased, redeemed or otherwise acquired any of its equity securities (including any warrants, options or other rights to acquire its equity); (p) incurred intercompany charges or conducted its cash management customs and practices other than in the Ordinary Course of Business (including, without limitation, with respect to the offering maintenance of special sales or incentive programs or the filling working capital balances and inventory levels, collection of its distribution channelsaccounts receivable and payment of accounts payable), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ixq) entered into any other material transaction, other than whether or not in the ordinary course Ordinary Course of Business, or materially changed any business consistent with past custom and practice.; (br) No party has acceleratedmade or entered into any agreement relating to any refund or rebate or provided any credit to a customer relating to Seller’s Table Games Business, terminatedany Purchased Assets, modified or canceled the Licensed Patents; (s) except as disclosed on the Developments Schedule, sold, leased, assigned, Liened or transferred (whether in or out of the Ordinary Course of Business), any Assigned ContractPurchased Asset or Licensed Patent; or (t) committed to do any of the foregoing.

Absence of Certain Developments. (a) Since the ReShape Balance Sheet Date, there has not been any Material Adverse Effect on ReShape. Except as set forth expressly contemplated hereby, since the ​ ReShape Balance Sheet Date, ReShape has carried on and operated its business in the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business only all material respects in the ordinary course of business consistent with past custom practice, and practice ReShape has not: (includinga) amended or modified its Organizational Documents; (b) sold, without limitationleased, assigned, transferred or purchased any material tangible assets, in each case in a single or related series of transactions, except in the ordinary course of business; (c) issued, sold, redeemed 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; (d) prior to the date hereof, declared or paid any dividend or other distribution of the assets of ReShape; (e) made or approved any material changes in its employee benefit plans or made any material changes in wages, salary, or other compensation, including severance, with respect to the offering of special sales its current or incentive programs former officers, directors or the filling of its distribution channels), has incurred no liabilities executive employees other than increases in base salaries and wages that are consistent with past practices or as required by applicable Law or any ReShape Plan; (f) paid, loaned or advanced (other than the advance or reimbursement of business expenses in the ordinary course of business consistent with past custom and practicepractice or 401(k) plan loans) any amounts to, and Seller has not:or sold, transferred or leased any of its assets to, or entered into any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directors or officers outside the ordinary course of business or other than at arm’s length; (g) except as required by applicable Law, adopted, terminated or materially amended any ReShape Plans; (h) hired or terminated any officers or employees of ReShape with annual cash compensation in excess of $100,000; (i) soldcommenced or settled any Action in which the amount in dispute is in excess of $100,000; (j) made any material change in accounting principles, assigned methods, procedures or transferred any of its assetspolicies, except for sales as required by GAAP; (k) made, changed or revoked any material Tax election, or settled or compromised any material Tax claim or liabilities, or filed any substantially amended material Tax Return; (i) authorized, proposed, entered into or agreed to enter into any plan of inventory liquidation, dissolution or other reorganization or (ii) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (m) except in the ordinary course of business consistent with past custom and practicebusiness, incurred or mortgaged, pledged or subjected them to discharged any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itIndebtedness; (iin) made capital expenditures or capital additions or betterments in excess of $100,000 in the aggregate; (o) suffered any material damage, destruction or loss, whether or not covered by insurance; (p) sold, assigned, transferred, abandoned or permitted allowed to lapse or expire any Government Licenses which, individually material Intellectual Property rights (other than certain pending applications that have not been allowed or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights granted) or other intangible assetsassets owned, used or disclosed licensed by ReShape in connection with any material proprietary confidential information to any Person, except in product of ReShape or the ordinary course operation of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightsits business; (iiiq) conducted its cash management customs and practices (includingbeen subject to any claim or written threat of infringement, without limitation, the collection misappropriation or other violation by or against ReShape of receivables, payment Intellectual Property rights of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms ReShape or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practicea third party; (ivr) made any loans or advances to, or guarantees for materially reduced the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer amount of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered insurance coverage provided by existing insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000policies; or (ixs) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth in Section 4G of the attached "Developments Schedule," since August 31Seller Disclosure Letter or as otherwise contemplated by this Agreement and/or the Paper Contribution Agreement, 1998from the date of the Latest Balance Sheet until the date of this Agreement, Seller has conducted the members of the Paper Group have operated the Business only in the ordinary course of business consistent with past custom in all material respects and practice (includingno member of the Paper Group nor any of its Subsidiaries has, without limitation, and Seller has not solely with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities Business: (i) operated in any material respect other than in the ordinary course of business consistent with past custom and practice, and Seller has not:; (iii) sold, assigned issued or transferred sold any of its assetscapital stock or equity securities, securities convertible into its capital stock or equity securities, or warrants, options or other rights to purchase its capital stock or equity securities; (iii) subjected to any material Lien any portion of its assets or properties, except Permitted Encumbrances; (iv) incurred any indebtedness for sales borrowed money, or guaranteed any such indebtedness, or issued or sold any debt securities or warrants or rights to acquire any debt securities of inventory any member of the Paper Group, or guarantee any debt securities of others for which Buyer and/or any of its post-Closing Subsidiaries shall be liable following the Closing, other than (a) in the ordinary course of business consistent with past custom and practice, (b) pursuant to and/or permitted under the Senior Credit Facility, Security Agreement and/or the Indenture, (c) indebtedness and guarantees that will be released in connection with or mortgagedprior to the Closing, pledged (d) any indebtedness or subjected them to any material Lienother obligations of a nature described in clause (ii)(a), except (b), (c), (d) and/or (g) of the definition of Company Net Working Capital and/or (e) for Liens for current property Taxes not yet due and payablethe avoidance of doubt, or canceled without fair consideration any material debts or claims owing to or held by itthe Debt Financing; (iiv) sold, assignedassigned or transferred any material portion of its tangible assets, transferred, abandoned or permitted to lapse any Government Licenses which, individually or except in the aggregateordinary course of business; (vi) sold, are assigned or transferred any registered Company Intellectual Property, except in the ordinary course of business; (vii) made or granted any material to the Business bonus or any portion thereof, material compensation or salary increase to any Transferred Employee or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, Subsidiary Employee (except in the ordinary course of business consistent with past custom and practicepractice or as required by law or contractual obligations or other agreement existing on the date of this Agreement), or made or granted any license material increase in any employee benefit plan or sublicense of arrangement, or amended or terminated any rights under existing employee benefit plan or with respect to arrangement or severance agreement or employment contract or adopted any Proprietary Rightsnew employee benefit plan or arrangement or severance agreement or employment contract for any Transferred Employee or any Subsidiary Employee; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (ivviii) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its Persons, other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract than (including, without limitation, any transfer of any assets of placing a Lien on any assetsx) except on an arms-length basis in the ordinary course of business consistent with past custom practices, (y) intercompany loans and practice; advances among or between the members of the Paper Group and their Subsidiaries and (vz) suffered any extraordinary loss, damage, destruction pursuant to the Senior Credit Facility or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000Indenture; or (ix) entered into suffered any material damage, destruction or other casualty loss with respect to the material transaction, other than in property owned by any member of the ordinary course Paper Group and/or any of business consistent with past custom and practiceits Subsidiaries that is not covered by insurance. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth on Schedule 6.8 and except as expressly contemplated by this Agreement, since January 31, 2005, the Sellers have not and no Subsidiary has: (a) suffered any change that has had or could reasonably be expected to have, individually or in the attached "Developments Schedule," since August 31aggregate, 1998, Seller has conducted a Material Adverse Effect on the Business only or the Purchased Assets, or suffered any theft, damage, destruction, or casualty loss in excess of $250,000, to the ordinary course Purchased Assets, whether or not covered by insurance, or suffered any substantial destruction of business consistent with past custom books and practice records included within the Purchased Assets; (b) subjected any of the Purchased Assets to any Lien, other than Permitted Liens; (c) sold, leased, assigned, or transferred (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them transfers to any Insider) a material Lien, except for Liens for current property Taxes not yet due and payableportion of any tangible Purchased Assets, or canceled without fair consideration any material debts or claims owing to or held by itit relating to the Purchased Assets; (iid) entered into any material transaction with an Insider or an Affiliate not in the Ordinary Course of Business; (e) sold, assigned, transferredlicensed, abandoned or permitted transferred (including, without limitation, transfers to lapse any Government Licenses whichInsider) any material Proprietary Rights included within the Purchased Assets or disclosed any material confidential information relating to the Purchased Assets (other than pursuant to agreements requiring the disclosee to maintain the confidentiality of, individually and preserving all rights of the Sellers and the Subsidiaries in, such confidential information) or to its knowledge received any material confidential information of any third party in violation of any obligation of confidentiality; (f) suffered any extraordinary losses or waived any rights of material value in each case relating to the Purchased Assets; (g) entered into, amended, or terminated any material lease, contract, agreement, or commitment included within the Purchased Assets; (h) paid or increased any bonuses, salaries, or other compensation to any employee or consultant who principally works on the Business except in the Ordinary Course of Business or entered into any employment, severance, or similar contract or agreement with any such person except in the Ordinary Course of Business; (i) adopted, or materially increased the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Sellers or any Subsidiary who principally work on the Business; (j) made any loans or advances to, guarantees for the benefit of, or any investments in any Person in excess of $100,000 in the aggregate, are material which loans, advances, guarantees or investments relate to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary RightsPurchased Assets; (iiik) conducted its cash management customs and practices with respect to the Purchased Assets other than in the Ordinary Course of Business (including, without limitation, the with respect to collection of receivablesaccounts receivable, purchases of supplies, repairs and maintenance, payment of payables accounts payable and maintenance accrued expenses, levels of inventory control capital expenditures and pricing and credit operation of cash management practices (including, without limitation, extension of credit terms or sales discount programsgenerally)) other than in the usual and ordinary course of business consistent with past custom and practice; (ivl) made any loans capital expenditures or advances to, or guarantees commitments for capital expenditures relating to the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, Purchased Assets except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course Ordinary Course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (viim) become subject made a material change in its accounting methods with respect to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000Business; or (ixn) entered into made or committed to make any payments or other material transactiontransfers in connection with, other than or in contemplation of, the ordinary course of business consistent with past custom and practiceTransactions, except as set forth on Schedule 6.8(n). (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. Except (ai) Except as expressly contemplated by this Agreement, (ii) as specifically disclosed in the Company Filings filed with respect to periods ended on or after December 28, 2012 or (iii) as set forth in on the attached "Developments Schedule," , since August 31December 28, 19982012, Seller has conducted neither the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: Company nor any Subsidiary has: (i) soldissued any notes, assigned bonds or transferred other debt securities or any of its assetsCapital Stock or other equity securities or any securities convertible, except for sales of inventory in the ordinary course of business consistent with past custom and practice, exchangeable or mortgaged, pledged exercisable into any Capital Stock or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; other equity securities; (ii) sold, assigned, transferred, abandoned borrowed any amount or permitted to lapse any Government Licenses which, individually incurred or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (iii) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash (other than a distribution from a Subsidiary of the Company to the Company) or other property to its equityholders with respect to its Capital Stock or other equity securities or purchased or redeemed any shares of its Capital Stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its Capital Stock or other equity securities), other than repurchases of Common Stock pursuant to Qualified Incentive Plans or employment agreements existing on the date of this Agreement and disclosed in the Disclosure Schedules hereto or any employment or consulting agreements entered into in the ordinary course of business thereafter and approved by the Board; (v) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Liens; (vi) sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any material debts or claims; (vii) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past custom and practice; ; (viiivii) settled made any loans or compromised advances to, guarantees for the benefit of, or any litigation involving equitable relief or involving Investments in, any money damages Persons in excess of $50,00050,000 in the aggregate; or (ix) made any charitable contributions or pledges in excess of $50,000 in the aggregate; (x) suffered any damage, destruction or casualty loss exceeding in the aggregate $50,000, whether or not covered by insurance; (xi) terminated, amended or modified any agreement or other contract which would be required to be set forth on the Contracts Schedule if it were in effect on the date of this Agreement (ignoring, if applicable, any such termination, amendment or modification); (xii) made any material change in the accounting principles utilized by the Company in connection with the business of the Company and its Subsidiaries, made any change in the Company’s independent public accounting firm, had any disagreement with its independent public accounting firm over the Company’s and its Subsidiaries’ application of accounting principles or with the preparation of any of their financial statements that was required to be disclosed in such Company Filings, or, given notification to the Company’s audit committee of any facts with respect to the Company’s or its Subsidiaries’ financial statements or methods of accounting that could reasonably be expected to result in a restatement of or amendment to the Company’s or its Subsidiaries’ financial statements; (xii) made or changed any Tax election, changed an annual accounting period for Tax, adopted or changed any Tax accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or took any other similar action relating to the filing of any Tax Return or the payment of any Tax; (xiii) received any written notice from the Securities and Exchange Commission in connection with any investigation or action by the Securities and Exchange Commission; (xiv) experienced any resignation or termination of employment of any of the Company’s executive officers or (xv) entered into any other material transaction, other than whether or not in the ordinary course of business consistent with past custom and practicebusiness. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth and described on the Developments Schedule, since December 31, 2011, neither the Corporation nor any of its Subsidiaries has: (a) Except as set forth in the attached "Developments Schedule," since August 31executed any guaranty, 1998issued any notes, Seller has conducted the Business only in the ordinary course of business consistent with past custom and practice (includingbonds or other debt securities or any Equity Securities, without limitationborrowed any amount or otherwise incurred or created any Indebtedness, with respect to the offering of special sales or incentive programs or the filling subjected any portion of its distribution channels)properties or assets to any Lien or encumbrance, has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not:business; (ib) declared, set aside or made any payment or distribution of cash or other property to any of its holders of Equity Securities in the Corporation or such Subsidiary with respect to such Person’s Equity Securities or otherwise, or purchased, redeemed or otherwise acquired directly or indirectly any Equity Securities; (c) sold, assigned assigned, transferred, leased, licensed or transferred otherwise encumbered any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practicematerial tangible assets or any Intellectual Property Rights, or mortgaged, pledged abandoned or subjected them permitted to lapse any material Lien, except for Liens for current property Taxes not yet due and payable, Intellectual Property Rights or canceled without fair consideration any material debts or claims owing to or held by it; (iid) soldterminated or amended any agreement which would be a Material Contract if it were in effect (ignoring, assignedif applicable, transferredany such amendment) on the date of this Agreement; (e) made, abandoned granted, promised or permitted increased any bonus or any wage, salary, incentive arrangements or other compensation to lapse any Government Licenses whichemployee or group of employees (except as required by pre-existing contracts described on the Contracts Schedule and, individually or in the aggregatecase of “rank-and-file” non-management employees, are material to other than salary or wage increases in the Business ordinary course of business), or made or granted any increase in any employee benefit plan or arrangement, or amended in any respect or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (f) directly or indirectly engaged in any transaction, arrangement or contract with any officer, manager, member or other insider or Affiliate of the Corporation or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any PersonSubsidiary, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightsas described on the Affiliated Transactions Schedule; (iiig) made any loans, including Insider Loans, or advances to or guarantees for the benefit of any Person, other than in the ordinary course of business; (h) made any Investments in any Person (including the incorporation, formation or organization of any Subsidiary), other than in the ordinary course of business; (i) suffered any damage, destruction or casualty loss exceeding in the aggregate $100,000, whether or not covered by insurance; (j) incurred intercompany charges or conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent (including with past custom respect to maintenance of working capital balances, collection of accounts receivable and practicepayment of accounts payable); (ivk) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK Material Contract or any of its material transaction other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred than in the ordinary course of business or materially changed any of its business practices; (l) made any material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting or any other material aspect of its business or operations, except for such changes as may have been required by any Governmental Entities; (m) purchased or acquired any investments, direct or indirect, in any derivative securities, financial futures or commodities or entered into any transactioninterest rate swap, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom floors and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notificationoption agreements, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the other similar interest rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into any other material transaction, management agreements other than in the ordinary course of business consistent with past custom and practice.practices; (bn) No party has acceleratedchanged an annual accounting period, terminatedadopted or changed any accounting method or principle theretofore adopted or followed, modified except as required by GAAP and reflected in a note to the Financial Statements, or canceled reversed any Assigned Contractaccounting accruals or reserves; or (o) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. (a) Except as set forth in the attached "Developments Schedule," since August 31, 1998, Seller has The Company and its Subsidiaries have conducted the Business their respective businesses only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notneither the Company nor its Subsidiaries has: (ia) soldSuffered a Material Adverse Effect; (b) Sold, assigned leased, assigned, licensed or transferred any of its assets, except for Assets or any portion thereof (other than sales of inventory inventory, in the ordinary course of business consistent with past custom and practicebusiness, or sales of obsolete assets) or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itPermitted Liens; (iic) soldDeclared, assigned, transferred, abandoned set aside or permitted paid any dividend or distribution of cash or other property to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any shareholder of the Proprietary Rights Company or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or its Subsidiaries with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms equity or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances topurchased, or guarantees for the benefit of, redeemed or entered into any transaction with PDK or otherwise acquired any of its other stockholders equity or any employeewarrants, officer options or director other rights to acquire its equity, other than cash dividends paid to any shareholder of Seller the Company or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis its Subsidiaries in the ordinary course of business consistent with past custom and practice; (vd) suffered Declared, set aside or paid any extraordinary loss, damage, destruction salary or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject compensation to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in director or employee outside the ordinary course of business consistent with past custom and practice; (viiie) settled Declared, set aside or compromised paid any litigation involving equitable relief or involving amounts to any money damages in excess of $50,000; or (ix) entered into any other material transaction, other than in the Company’s Affiliates outside the ordinary course of business consistent with past custom and practice.; (bf) No party Amended or authorized the amendment of its certificate of incorporation or bylaws; (g) Committed or agreed to any of the foregoing; or (h) Received any notice from any material customer, supplier or other Person with whom the Company or its Subsidiaries has accelerated, terminated, modified a material business relationship indicating that said Person intends to change their respective relationship the Company or canceled any Assigned Contractits Subsidiaries.

Absence of Certain Developments. (a) Since December 31, 2011, there has not occurred any event, occurrence, fact, circumstance or change that has had a Material Adverse Effect. Except as set forth in the attached "Developments Schedule," on Schedule 3.07 and except as expressly contemplated by this Agreement, since August December 31, 19982011, Seller has conducted the Business only Company and its Subsidiaries have operated their business in the ordinary course of business consistent with past custom practice in all material respects, and practice neither the Company nor or any of its Subsidiaries has: (includinga) sold, without limitationleased, assigned or transferred any material portion of its assets; (b) effected any recapitalization, reclassification, stock dividend, stock split, adjustment, combination, subdivision or like change in its capitalization, or declared, set aside or paid any other distribution of any kind (whether in cash, stock or property) to any stockholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of capital stock or other equity interests; (c) merged or consolidated with or made any equity investment in, or any loan or advance to, or any acquisition of the securities or assets of, any other Person (other than a Subsidiary of the Company or advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees, independent contractors, and third-party transportation providers of the Company or any Subsidiary thereof in the ordinary course of business); (d) made commitments for capital expenditures in excess of $250,000 in the aggregate other than as contemplated by the Company’s budget, a true and correct copy of which has been made available to Buyer; (e) granted any license or sublicense of, assigned or transferred any material rights under or with respect to any Intellectual Property other than in the offering ordinary course of special sales business; (f) suffered any event of damage, destruction, casualty loss or incentive programs claim exceeding $250,000 in excess of amounts covered by applicable insurance; (g) failed to maintain their respective material assets in substantially their current physical condition, normal wear and tear excepted; (h) granted any increase in the amount of cash compensation, benefits, retention or the filling severance pay to any of its distribution channels)directors, has incurred no liabilities officers or other senior executives or adopted, amended or terminated any Plan or Benefit Program or Agreement; (i) made any payment or commitment to pay any pension, retirement allowance or other employee benefit, any amount relating to unused vacation days, retention, severance or termination pay to any director, officer or employee other than in the ordinary course of business consistent with past custom practice and practice, and Seller has not: (i) sold, assigned which payments or transferred any of its assets, except for sales of inventory commitments to pay do not exceed $100,000 in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itaggregate; (iij) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed made any material proprietary confidential information to change in accounting, auditing or tax reporting methods, policies or practices; (k) made or revoked any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or election with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, Taxes of the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK Company or any of its other stockholders Subsidiaries or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practicechanged its tax year; (vl) suffered accelerated or changed any extraordinary lossof its practices, damagepolicies, destruction procedures or casualty loss timing of the billing of customers or waived any rights the collection of material valuetheir accounts receivable, whether pricing and payment terms, cash collections, cash payments or not covered by insurance and whether or not in the ordinary course of business or consistent terms with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into any other material transaction, vendors other than in the ordinary course of business consistent in accordance with past custom and practice.reasonable commercial practices; (bm) No party has accelerated, terminated, modified delayed or canceled postponed the payment of accounts payable or accrued expenses or the deferment of expenses other than in the ordinary course of business in accordance with reasonable commercial practices; or (n) committed to do any Assigned Contractof the foregoing.

Absence of Certain Developments. (a) Since December 31, 2011, there has not been any Material Adverse Effect. Except as set forth in on the attached "Developments Schedule," Schedule and except as expressly contemplated by this Agreement, since August December 31, 19982011, Seller has conducted the Business only Company and its Subsidiaries have carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past custom practice, and practice (including, without limitation, with respect to neither the offering of special sales or incentive programs or the filling Company nor any of its distribution channelsSubsidiaries has: (a) amended or modified its certificate of incorporation or by-laws (or equivalent governing documents); (b) subjected any of its material properties or assets to any Lien, has incurred no liabilities except for Permitted Liens; (c) sold, leased, assigned, transferred or purchased any material tangible assets, in each case, in a single or related series of transactions, other than, in each case, the sale of inventory in the ordinary course of business; (d) sold, leased, assigned, transferred or purchased any material issued patents, material registered trademarks, material trade names, material registered copyrights or material trade secrets, except in the ordinary course of business; (e) issued, sold, redeemed 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; (f) made or approved any changes in any Plan or any of its employee benefit plans, programs, policies, agreements or arrangements, other than renewals in the ordinary course of business consistent with past custom and practice, and Seller has not:practice which did not result in increased cost to the Company or its Subsidiaries or as required by applicable Law; (ig) soldmade any changes in wages, assigned salary, fees or transferred any of other compensation with respect to its assetscurrent or former officers, except for sales of inventory directors, consultants or employees, other than changes made in the ordinary course of business consistent with past custom and practicepractice or as required by applicable Law or existing written agreements or written arrangements; provided that, or mortgagednotwithstanding the foregoing, pledged or subjected them neither the Company nor any of its Subsidiaries has taken any such action with respect to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itthe individuals listed on the Officer Schedule; (iih) soldpaid, assigned, transferred, abandoned loaned or permitted to lapse any Government Licenses which, individually or in advanced (other than the aggregate, are material to the Business or any portion thereof, or any payment of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except salary and benefits in the ordinary course of business consistent with past custom and practicepractice or the payment, advance or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course reimbursement of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice) any amounts to, or sold, transferred or leased any of its assets to, or entered into any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directors or officers outside the ordinary course of business; (i) adopted any Plans; (j) hired or terminated any officers of the Company or its Subsidiaries or hired any other employees with fixed annual compensation in excess of $100,000; (k) commenced or settled any litigation involving an amount in excess of $100,000 for any one case; (l) made any material change in accounting principles, methods, procedures or policies, except as required by GAAP; (m) (i) made, changed or revoked any Tax election, (ii) amended, settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or consented to any extension or waiver of the statute of limitations thereof action in respect of Taxes, (iii) changed any annual Tax accounting period, adopted or changed any method of Tax accounting other than such changes required by GAAP or applicable Law, (iv) entered into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax, (v) knowingly surrendered any right to claim a Tax refund, or (vi) prepared or filed any Tax Return (or any amendment thereof) other than such a Tax Return that was prepared in a manner consistent with prior practice unless otherwise required by applicable Tax Law; (n) materially accelerated the collection of accounts receivable or materially delayed the payment of accounts payable; (o) except as set forth in the Contracts Schedule, entered into or agreed to any material modification, amendment or extension of any Material Contract; (p) (i) authorized, proposed, entered into or agreed to enter into any plan of liquidation, dissolution or other reorganization, or (ii) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (q) incurred or discharged any material Indebtedness, except in the ordinary course of business in accordance with the Revolver; (r) made any capital expenditure or capital additions or betterments in excess of an average of $500,000 per quarterly accounting period, individually or in the aggregate; (s) suffered any extraordinary losscasualty, damage, destruction or casualty loss or waived any rights of material valueloss, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notificationinsurance, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in asset of the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000Company; or (ixt) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Since December 31, 2013, there has occurred no fact, event or circumstance which has had or would reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 6.6 and except as expressly contemplated by this Agreement, since the date of the Latest Balance Sheet through the date of this Agreement, none of the Transferred Companies has engaged in any material transaction that was not in the attached "Developments Schedule," since August 31, 1998, Seller has conducted Ordinary Course of Business. Without limiting the Business only in generality of the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practiceforegoing, and Seller has notexcept as set forth on Schedule 6.6 and except as expressly contemplated by this Agreement, since the date of the Latest Balance Sheet through the date of this Agreement, none of the Transferred Companies has: (ia) borrowed or guaranteed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the Ordinary Course of Business, liabilities under contracts entered into in the Ordinary Course of Business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any lien, charge or other encumbrance, any portion of its assets, except Permitted Encumbrances; (c) purchased, sold, assigned or transferred any material portion of its tangible assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course Ordinary Course of business consistent with past custom and practiceBusiness; (d) purchased, sold, assigned or transferred any material Intellectual Property, except in the Ordinary Course of Business; (e) suffered any extraordinary losses or waived any rights of material value; (f) issued, sold or transferred any shares of capital stock or other equity securities, securities convertible into shares of capital stock or other equity securities or warrants, options or other rights to acquire shares of capital stock or other equity securities, or any bonds or debt securities; (g) amended or authorized the amendment of its organizational documents; (h) made or granted any license bonus or sublicense of any rights under or with respect compensation increase to any Proprietary Rightsformer or current employee, independent contractor or group of such individuals, or made or granted any increase in any employee benefit plan, severance arrangement, employment contract or any similar arrangements, or amended or terminated any existing Benefit Plan; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (ivi) made any loans or advances to, or guarantees for the benefit of, any Persons (except to employees in the Ordinary Course of Business); (j) made any material capital expenditures or commitments therefor, except in the Ordinary Course of Business; (k) suffered any change, development, or circumstances or taken any action or omitted to take any action that has had, or would reasonably be expected to have, a Material Adverse Effect; (l) suffered any damage, destruction or loss, whether covered by insurance or not, that has had or would reasonably be expected to have, a Material Adverse Effect; (m) made any material change in its accounting principles, practices, methodologies or policies; (n) made any loan to, or entered into any transaction other transactions with PDK or any of its directors, officers, or key employees other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred than in the ordinary course Ordinary Course of Business; (o) declared, set aside or paid any dividends or made any other distributions in respect of its capital stock or membership interests or redeemed, purchased or acquired any of its capital stock or membership interests; (p) acquired or agreed to acquire or merge with another business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practicejoint venture; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viiiq) settled any claim, demand, grievance, arbitration or compromised any litigation involving equitable relief or involving any money damages for amounts in excess of $50,000; (r) made, revoked or changed any Tax election, adopted or changed any Tax accounting method or practice, settled or compromised any Tax Liability, filed any amended Tax Return, surrendered any right to claim a Tax refund or offset, or other reduction in Tax Liability, entered into any closing agreement or extended or waived any statute of limitations with regard to any Tax matter; (s) entered into any contract, lease or other agreement, whether written or oral, or any amendment, modification, extension or renewal of any contract, lease or other agreement (excluding, in each case, purchase orders and sales orders entered into in the Ordinary Course of Business); (t) made any material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; or (ixu) committed or entered into any other material transaction, other than in agreement to do any of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth on Section 3.06 of the Disclosure Schedules, since the date of the Latest Balance Sheet through the date hereof, there has not been any Material Adverse Effect and, other than in connection with the Pre-Closing Reorganization, the Company has not: (a) incurred or guaranteed any Indebtedness (other than incremental Indebtedness under revolving lines of credit in existence as of the date hereof); (b) mortgaged, pledged or subjected to any Lien (other than Permitted Liens) any portion of its Assets; (c) sold, assigned or transferred any portion of its tangible Assets, other than sales of inventory in the attached "Developments Schedule," since August 31ordinary course of business and sales, 1998assignments or transfers of Assets that do not exceed $10,000 in the aggregate; (d) written off as uncollectible any notes or accounts receivable, Seller has conducted the Business only except write offs in the ordinary course of business consistent with past custom and practice practice; (includinge) acquired by merger or consolidation with, without limitationor by purchase of a business line, with respect business, substantial portion of the assets (other than in the ordinary course of business) or stock or other equity interests of any business or any Person in a single transaction or a series of related transactions; (f) adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consented to the offering filing of special sales any bankruptcy petition against it under any similar Law; (g) sold, assigned or incentive programs transferred any Intellectual Property owned by the Company, except in the ordinary course of business; (h) issued, sold or the filling transferred any of its distribution channelsequity securities, convertible or exchangeable securities or securities containing any equity features or changed the Company’s authorized or issued capital stock, other than the Transferred Interests in connection with the Pre-Closing Reorganization; (i) made any capital investment in, or any loan in excess of $10,000 to, any Person; (j) made any material deviation from any historical accounting principle, procedure or practice followed by the Company or in the method of applying any such principle, procedure or practice; (k) announced or implemented any reduction in force, layoff, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company (other than routine employee terminations), has incurred no liabilities made or granted any bonus or any wage, salary or compensation increase other than in the ordinary course of business consistent with past custom and practiceto any employee of the Company who earns less than $50,000 in annual base compensation or adopted, and Seller has not: (i) soldamended, assigned terminated or transferred modified any of its assetsBenefit Plan other than as legally required, except for sales the Employee Transaction Bonuses; (l) entered into any contract, agreement, lease or license requiring the payment of inventory more than $100,000 on an annual basis, excluding any purchase orders in the ordinary course of business; (m) accelerated, terminated, modified or cancelled any contract, agreement, lease, agreement or license requiring the payment of more than $100,000 on an annual basis to which the Company is a party or by which it is bound, outside of the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (ivn) made any loans non-cash distribution with respect to its equity securities or advances toredeemed, purchased, or guarantees for the benefit of, or entered into any transaction with PDK or otherwise acquired any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practiceequity securities; (vo) suffered made any extraordinary loss, damage, destruction capital expenditures or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into any other material transactioncommitments therefor, other than in the ordinary course of business consistent with past custom and practice.business, for such capital expenditures or commitments therefor that are reflected in the Company’s capital expenditure budget for the fiscal year ending December 31, 2021 or that do not exceed $10,000 in the aggregate; or (bp) No party has acceleratedauthorized any of, terminatedor committed, modified resolved or canceled agreed to take any Assigned Contractof, the foregoing actions.

Absence of Certain Developments. (a) Except as set forth in the attached "Developments Schedule," attached hereto as Schedule 2.7 or as otherwise contemplated hereby, since August May 31, 19982000, Seller has conducted each of CRG and the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller Subsidiaries has not: (ia) sold, assigned borrowed or transferred agreed to borrow any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, amount or mortgaged, pledged incurred or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (b) discharged or satisfied, or agreed to discharge or satisfy, any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business; (c) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of the CRG Assets, except liens for current taxes not yet due and payable; (d) sold, assigned or transferred, or agreed to do so, any of the CRG Assets, except in the ordinary course of business, or canceled without fair consideration any material debts or claims owing to or held by it; (e) sold, assigned, transferred, abandoned or permitted to lapse any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any person; (f) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees or made or granted any increase in any employee benefit plan or arrangement (except, in each case, in the ordinary course of business consistent in accordance with past custom and practice), or amended or terminated, or agreed to amend or terminate, any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (viiig) settled made, or compromised agreed to make, any litigation involving equitable relief capital expenditures or involving any money damages commitments therefor that aggregate in excess of $50,000; or (ix) entered into any other material transaction10,000.00, other than in the ordinary course of business consistent with past custom and practice.practices; (bh) No party made, or agreed to make, any loans or advances to, or guaranties for the benefit of, any persons; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (j) entered into, or agreed to enter into, any other material transaction other than in the ordinary course of business; (k) made, or agreed to make, any charitable contributions or pledges in excess of $10,000, individually or in the aggregate, and has acceleratedno continuing obligations to make any future payments; (l) made any purchase commitment in excess of the normal, terminatedordinary and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, modified or canceled made any Assigned Contractchange in its selling, pricing, advertising or personnel practices inconsistent with its prior practices and prudent business practices prevailing in the industry; or (m) suffered any material damage, destruction or casualty loss to the CRG Assets, whether or not covered by insurance.

Absence of Certain Developments. (a) Except Since December 31, 2006, except as set forth disclosed in the attached "Developments Schedule," since August 31SEC Reports or the Private Placement Memorandum and except in connection with the Merger, 1998(i) there has been no event, Seller occurrence or development that, individually or in the aggregate, has conducted had or that would result in a Material Adverse Effect, (ii) the Business only Company has not incurred any material liabilities other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past custom practice and practice (includingB) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the SEC, without limitation(iii) the Company has not altered its method of accounting or the changed its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders, in their capacities as such, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (except for repurchases by the Company of shares of capital stock or options therefor held by current or former employees, officers, directors, or consultants pursuant to Athersys’ incentive plans being terminated in connection with respect the Merger or an option of the Company to repurchase such shares upon the termination of employment or services), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock-based plans. Except as disclosed in the SEC Reports, the Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the offering transactions contemplated hereby to occur at the applicable Closing, the Company will not be Insolvent (as defined below). For purposes of special sales or incentive programs or the filling of its distribution channelsthis Section 3.1(k), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: “Insolvent” means (i) soldthe present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as defined in Section 3.1(y)), assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) soldthe Company is unable to pay its debts and liabilities, assignedsubordinated, transferredcontingent or otherwise, abandoned or permitted to lapse any Government Licenses whichas such debts and liabilities become absolute and matured, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted the Company intends to incur or believes that it will incur debts that would be beyond its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms ability to pay as such debts mature or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction Company has unreasonably small capital with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for which to conduct the transactions contemplated by this Agreement business in which it is engaged as such business is now conducted and for advances consistent with past custom and practice made is proposed to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practicebe conducted. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth on the attached Developments Schedule, since December 31, 2004, there has been no change, effect, circumstance, development, event or occurrence which has had or would, individually or in the attached "aggregate, reasonably be expect to have a Material Adverse Effect. Except as set forth on the Developments Schedule," Schedule and except as expressly contemplated by this Agreement, since August December 31, 19982004, Seller neither the Company nor any of its Subsidiaries has conducted the Business only engaged in any material transaction that was not in the ordinary course of business consistent with past custom practice. Without limiting the generality of the foregoing, and practice except as set forth on the Developments Schedule and except as expressly contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has: (includinga) amended or modified its articles of incorporation or bylaws; (b) issued, without limitationredeemed, repurchased or sold any of its capital stock or any options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, calls or commitment of any kind with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not:capital stock; (c) (i) soldentered into, assigned amended or transferred modified any of its assetsemployment agreement, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights deferred compensation or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees similar agreement which provides for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages annual base compensation in excess of $50,000; or 85,000.00, (ixii) entered into increased compensation, bonus or other benefits payable to Employees (including without limitation payments or benefits under any other material transactionexisting severance or termination pay policies or Employee Agreements), in the case of (ii), other than in the ordinary course of business consistent with past custom and practice.practice or required pursuant to any collective bargaining agreement or other contract; (bd) No party has acceleratedentered into any contract or other agreement with any labor union; (e) declared, terminatedset aside, modified paid or canceled made any Assigned Contractdistribution or payment to its stockholders with respect to its capital stock; (f) adopted a plan of liquidation, dissolution, merger, consolidation or other reorganization; (g) made any change in its accounting methods, principles or practices, other than such changes required by a change in GAAP, or changed the independent public accountants of the Company and its Subsidiaries; (h) made any loan or advance to any of its officers, directors, employees or consultants (other than in the ordinary course of business consistent with past practice) or made any other loan or advance; (i) made any commitment to pay severance, change in control or termination pay or benefits to any of its officers, directors, employees or consultants; (j) made any capital expenditures in excess of $200,000.00 in any one case or $1,000,000.00 in the aggregate; (k) incurred any indebtedness for borrowed money (other than indebtedness that will be Funded Indebtedness at the time of Closing) or entered into any guarantee with respect to any indebtedness for borrowed money; (l) made any acquisition of an equity interest in, or all or any material part of the assets, properties, or business of any other Person, other than purchases of inventory in the ordinary course of business consistent with past practice; (m) sold, assigned, licensed, transferred, leased or otherwise disposed of material assets except for the sale of inventory in the ordinary course of business consistent with past practice; (n) changed any method of Tax accounting, made or changed any Tax election, filed any Tax Return other than in a manner consistent with past practice, filed any material amended Tax Return or material claim for Tax refund, filed any ruling request or entered into any closing agreement or similar agreement with respect to Taxes or settled any audit, examination or other claim for Taxes; or (o) committed to do any of the foregoing.

Absence of Certain Developments. (a) Except as set forth in the attached "Developments Schedule," since August Since December 31, 19982001, Seller Target and its Subsidiary has conducted the Business their business only in the ordinary course of business consistent with past custom and practice and, except as otherwise set forth in Section 3.9 of the Target Disclosure Schedule, there has not been: (includinga) any material change in the financial condition, without limitationproperties, assets, liabilities, business or operations of Target or its Subsidiary; (b) any material contingent liability incurred by Target or its Subsidiary as guarantor or otherwise with respect to the offering obligations of special sales others or incentive programs any cancellation of any material debt or claim owing to, or waiver of any material right of, Target or its Subsidiary. (c) any material mortgage, encumbrance or lien placed on any of the filling properties of Target or its distribution channels)Subsidiary which remains in existence on the date hereof or will remain on the Closing Date; (d) any material obligation or liability of any nature, has whether accrued, absolute, contingent or otherwise, asserted or unasserted, since the date of the Most Recent Balance Sheet, incurred no liabilities by Target or its Subsidiary; (e) any purchase, sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any of the material properties or assets of Target or its Subsidiary other than in the ordinary course of business consistent or as contemplated by this Agreement; (f) any damage, destruction or loss of a material amount of properties or assets of Target or its Subsidiary, whether or not covered by insurance; (g) any declaration, setting aside or payment of any dividend by Target or its Subsidiary or the making of any other distribution in respect of the capital stock of Target or its Subsidiary or any direct or indirect redemption, purchase or other acquisition by Target or its Subsidiary of their own capital stock; (h) any material labor trouble or material claim of unfair labor practices involving Target or its Subsidiary; any material change in the compensation payable or to become payable by Target or its Subsidiary to any of their officers or employees other than in accordance with past custom and practicetheir usual practices, and Seller has not:or any bonus payment or arrangement made to or with any of such officers or employees other than in accordance with their usual practices; (i) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, change to the composition of the officers of Target or canceled without fair consideration any material debts or claims owing to or held by itits Subsidiary; (iij) sold, assigned, transferred, abandoned any payment or permitted to lapse any Government Licenses which, individually discharge of a material lien or in liability of Target or its Subsidiary which was not shown on the aggregate, are material to the Business Most Recent Balance Sheet or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practicethereafter; (vk) suffered any extraordinary lossobligation or liability incurred by Target or its Subsidiary to any of its officers, damagedirectors, destruction stockholders or casualty loss employees, including any material increases in compensation, or waived any rights loans or advances made by Target or its Subsidiary to any of material valueits officers, whether directors, stockholders or not covered by insurance employees, except normal compensation and whether expense allowances or not in the ordinary course of business advances payable to directors, officers or consistent with past custom and practiceemployees; (vil) received notification, any change in accounting methods or become aware practices of facts which would lead a reasonable person to believe, that any material customer Target or supplier will stop or decrease in any material respect the rate of business done with the Businessits Subsidiary; (viim) become subject to any other material liabilities, except current liabilities incurred transaction entered into by Target or its Subsidiary other than transactions in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000transactions contemplated by this Agreement; or (ixn) entered into any other material transactionagreement or understanding whether in writing or otherwise, other than for Target or its Subsidiary to take any of the actions specified in the ordinary course of business consistent with past custom and practiceparagraphs (a) through (m) above. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth under the caption "Developments" in the attached "Developments Schedule," Disclosure Letter, since August December 31, 19981996, Seller Antigua has conducted not: a. Redeemed or purchased, directly or indirectly, any shares of its capital stock, or declared or paid any dividends or distributions with respect to any shares of its capital stock. 12 b. Other than upon the Business only repurchase or other satisfaction of Antigua Options pursuant to Section 4.4, issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, or any bonds or other securities. c. Borrowed any amount or incurred or become subject to any material liability, except current liabilities incurred in the ordinary course of business. d. Discharged or satisfied any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business. e. Mortgaged, pledged or subjected to any lien, charge or other encumbrance, any of its assets with a fair market value in excess of $10,000, except liens for current property taxes not yet due and payable. f. Sold, assigned or transferred (including without limitation transfers to any employees, shareholders or affiliates of Antigua) any tangible assets in excess of $10,000, except in the ordinary course of business, or canceled any debts or claims in excess of $10,000. g. Sold, assigned or transferred (including without limitation transfers to any employees, shareholders or affiliates of Antigua) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, except in the ordinary course of business, or disclosed any proprietary confidential information to any person other than SEC or SEI or employees or agents of Antigua. h. Suffered any extraordinary loss or waived any rights of material value, whether or not in the ordinary course of business or consistent with past custom and practice (including, without limitation, with respect to the offering of special sales practice. 13 i. Taken any other action or incentive programs or the filling of its distribution channels), has incurred no liabilities entered into any other transaction other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent accordance with past custom and practice, or mortgagedentered into any transaction with any Insider (as defined in Section 4.21), pledged in each case involving in excess of $10,000. j. Suffered any material theft, damage, destruction or subjected them loss of or to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts properties owned or claims owing to or held used by it;, whether or not covered by insurance. (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except k. Other than in the ordinary course of business and consistent with past custom and practice, made or granted any license bonus or sublicense of any rights under wage, salary or with respect compensation increase to any Proprietary Rights;director, officer, employee who earns more than $25,000 per year, group of employees or consultant, 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. (iii) conducted its cash management customs and practices (includingl. Paid, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms accrued or sales discount programs)) other than agreed to pay in the usual and ordinary course of business consistent with past custom and practice;future any sum under Antigua's profit-sharing plan. (iv) made m. Made any capital expenditures or commitments therefor that in the aggregate exceeded $50,000. n. Made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred persons that in the ordinary course of business aggregate exceeded $10,000. o. Made charitable contributions or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis pledges which in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of aggregate exceeded $50,000; or (ix) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practice10,000. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth in the attached "Developments Schedule," since August Since December 31, 19982010, Seller there has conducted not been any Material Adverse Effect. Since the Business only date of the Latest Balance Sheet, the Company has operated its and its Subsidiaries’ business in the ordinary course of business consistent with past custom practice other than action taken in connection with this Agreement and practice (includingthe transactions related hereto. Except as set forth on the attached Developments Schedule and except as expressly contemplated by this Agreement, without limitationsince the date of the Latest Balance Sheet, with respect to neither the offering of special sales or incentive programs or the filling Company nor any of its distribution channelsSubsidiaries has: (i) amended or modified its certificate of incorporation or by-laws (or equivalent governing documents); (ii) subjected any properties or assets to any Lien, has incurred no liabilities other than except for Permitted Liens; (iii) sold, assigned, or transferred any Company Intellectual Property, except in the ordinary course of business consistent with past custom and practicebusiness, and Seller has not:or abandoned any Registered Company Intellectual Property; (iiv) entered into or modified any material Contract, except in the ordinary course of business; (v) incurred any indebtedness for borrowed money; (vi) sold, assigned or transferred any of its assetsmaterial issued patents, material registered trademarks, material trade names, material registered copyrights or material trade secrets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itbusiness; (iivii) soldissued (except for any Option issued under the Option Plan), assignedsold or transferred any of its capital stock or other equity securities, transferredsecurities convertible into its capital stock or other equity securities or warrants, abandoned options or permitted other rights to lapse any Government Licenses which, individually acquire its capital stock or in the aggregate, are material to the Business or any portion thereofother equity securities, or any bonds or debt securities; (viii) made any material capital investment in, or any material loan to, any other Person (other than a wholly-owned Subsidiary of the Proprietary Rights or other intangible assetsCompany), or disclosed except in the ordinary course of business; (ix) made any material proprietary confidential information to any Personcapital expenditures or commitments therefor, except in the ordinary course of business consistent with past custom and practiceor pursuant to the Company’s existing capital expenditure budget; (x) made any changes in its employee benefit plans, adopted any new employee benefit plans or made any changes in wages, salary, or granted any license or sublicense of any rights under or other compensation with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (includingofficers, without limitationdirectors, the collection of receivablesemployees consultants or independent contractors, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) in each case other than in the usual and ordinary course of business consistent with past custom and practice; (iv) changes made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement pursuant to existing agreements or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practicearrangements; (vxi) suffered any extraordinary losspaid, damage, destruction loaned or casualty loss or waived any rights advanced (other than the payment of material value, whether or not covered by insurance salary and whether or not benefits in the ordinary course of business or consistent with past custom and practice; (vi) received notificationthe payment, advance or become aware reimbursement of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred expenses in the ordinary course of business and liabilities under contracts business) any amounts to, or sold, transferred or leased any of its assets to, or entered into in any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directors or officers outside the ordinary course of business consistent with past custom and practicebusiness; (viiixii) commenced or settled any litigation involving an amount in excess of $100,000 for any one case; (xiii) made any change in its accounting methods, principles or practices; made or changed any Tax election; changed any fiscal year or annual accounting period; adopted or changed any tax accounting method; filed any amended Tax Return; settled any Tax claim or assessment; surrendered any right to claim a refund of Taxes; or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, other than in a manner consistent with GAAP or in compliance with applicable Law; (xiv) (i) made any change in the Tax reporting or accounting principles, practices or policies, including with respect to (A) depreciation or amortization policies or rates or (B) the payment of accounts payable or the collection of accounts receivable; (ii) settled or compromised any litigation involving equitable relief Tax liability; (iii) made, changed or involving rescinded any money damages Tax election; (iv) surrendered any right in excess respect of $50,000Taxes or (v) consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; or (ixxv) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Since the date of the Latest Balance Sheet, there has not occurred any Material Adverse Effect. Buyer acknowledges that there may be a disruption to the business of the Company as a result of the execution of this Agreement, the announcement by Buyer of its intention to purchase the Company, or the consummation of the transactions contemplated hereby, and Buyer agrees that such disruptions do not and shall not constitute a breach of the prior sentence. Except as set forth on the attached Developments Schedule or except as expressly contemplated by this Agreement, since the date of the Latest Balance Sheet, neither the Company nor any Subsidiary has: (a) borrowed any material amount or incurred or become subject to any material liabilities (other than liabilities incurred in the attached "Developments Schedule," since August 31ordinary course of business, 1998liabilities under Contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, Seller has conducted pledged or subjected to any material lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any material portion of its tangible assets, except in the Business only ordinary course of business; (d) sold, assigned, transferred or licensed any Intellectual Property, except in the ordinary course of business; (e) suffered any material extraordinary losses or waived any rights of material value, other than discounts offered to customers in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not:; (if) soldissued, assigned sold or transferred any of its assetsCompany Interests or other equity securities, except for sales of inventory in the ordinary course of business consistent with past custom and practicesecurities convertible into Company Interests or other equity securities or warrants, options or other rights to acquire Company Interests or other equity securities, or mortgaged, pledged any bonds or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itdebt securities; (iig) sold, assigned, transferred, abandoned amended or permitted to lapse authorized the amendment of its Organizational Documents; (h) made or granted any Government Licenses which, individually or in the aggregate, are material to the Business bonus or any portion thereof, compensation or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information salary increase to any Person, former or current employee or group of former or current employees (except in the ordinary course of business consistent with past custom and practice), or made or granted any license material increase in any employee benefit plan or sublicense of arrangement, or materially amended or terminated any rights under existing employee benefit plan or with respect to arrangement or severance agreement or practice or employment contract or adopted any Proprietary Rights; new employee benefit plan or arrangement or severance agreement or practice or employment contract (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than except in the usual and ordinary course of business consistent with past custom and practice); (ivi) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, Persons (except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis employees in the ordinary course of business consistent with past custom and practice); (vj) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that made any material customer capital expenditures or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilitiescommitments therefor, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viiik) settled or compromised taken any litigation involving equitable relief or involving any money damages in excess other action which, if taken after the date of $50,000this Agreement would require the consent of Buyer pursuant to Section 6.01 hereof; or (ixl) entered into committed or agreed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Since the date of the Latest Balance Sheet to the date hereof, there has not been any Material Adverse Effect with respect to the Primary Contributed Company Group and there exists no state of facts, event, change, development or effect that, individually or in the aggregate would be reasonably expected to have a Material Adverse Effect. Except as set forth in on Schedule 3.7 or as expressly contemplated by this Agreement or as a part of the attached "Developments Schedule," Pre-Closing Restructuring, since August 31the date of the Latest Balance Sheet, 1998, Seller (1) the Primary Contributed Company Group has conducted the Business only its business in the ordinary course of business consistent with past custom in all material respects and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred 2) no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notPrimary Contributed Company has: (ia) amended or modified its certificate of incorporation or bylaws (or equivalent governing documents); (b) except as expressly contemplated as a part of the Pre-Closing Restructuring, sold, assigned or transferred any of its material assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightsbusiness; (iiic) conducted its cash management customs and practices sold, assigned, licensed, transferred, abandoned, let lapse, or otherwise disposed of, or subjected to any Lien (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than Permitted Lien) any material Intellectual Property owned by the Primary Contributed Company, except non-exclusive licenses granted to customers in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances tobusiness, or guarantees for the benefit of, or entered into disclosed any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, material Trade Secrets (except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made pursuant to Seller's employees, officers and directors for travel expenses incurred a written confidentiality agreement in the ordinary course of business with reasonable protections of, and preserving all rights of, the Primary Contributed Company); (d) issued, sold or entered into transferred any transactionof its equity or equity-based interests or other equity convertible into, arrangement or contract the value of which is measured by reference to, its equity interests or other warrants, or other rights to acquire its equity interests, or any bonds or debt securities; (includinge) made any material capital investment in, without limitationor any material loan to, any transfer of any assets of placing a Lien on any assets) other Person (other than to another Primary Contributed Company), except on an arms-length basis in the ordinary course of business consistent with past custom and practicebusiness; (vf) suffered (i) negotiated, modified, extended, or entered into any extraordinary losscollective bargaining agreement or other contract or arrangement with any labor union, damagelabor organization, destruction or casualty loss works council (each a “Labor Agreement”) or (ii) recognized or certified any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of any Primary Contributed Company; (g) implemented or announced any employee layoffs, plant closings, reductions in force, furloughs or temporary layoffs that could implicate the WARN Act; (h) waived or released any rights noncompetition, nonsolicitation, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former employee or individual independent contractor of any Primary Contributed Company; (i) hired, engaged, terminated (without cause), furloughed, or temporarily laid off any employee or individual independent contractor of any Primary Contributed Company with annual base salary in excess of $500,000; (j) transferred any employee into or out of the Primary Contributed Company Group; (k) made any material valuecapital expenditures or commitments therefor, whether or not covered by insurance and whether or not except in the ordinary course of business or consistent with past custom and practicebusiness; (i) settled any dispute with respect to any income or other material Taxes, (ii) other than any election that is not reasonably expected to have a material effect (individually or in the aggregate) on the Company, any of the Company’s Subsidiaries, ▇▇▇▇▇▇▇, or Greystone (or any of their respective Affiliates), made any election (or change or revocation thereof) with respect to Taxes, (iii) changed to or adoption of any method of Tax accounting, (iv) amended to any Tax Return, (v) consented or requested of any extension or waiver of the limitation period applicable to any Tax claim, (vi) received notificationentered into Tax sharing agreement or closing agreement, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to surrendered of any material liabilitiesclaim for a refund of Taxes, except current liabilities (viii) incurred in of any liability for Taxes outside the ordinary course of business business, (ix) failed to pay any Tax that becomes due and liabilities under contracts entered into payable (including any estimated tax payments) or (x) prepared or filing of any Tax Return in the ordinary course of business consistent a manner inconsistent with past custom and practice, except as required by Tax Law; (viiim) settled adopted a plan of liquidation, dissolution, merger, consolidation or compromised other reorganization; (n) (i) established, adopted, entered into any litigation involving equitable relief material Non-Company Plan or involving materially modified or amended any money damages in excess Non-Company Plan (except for generally applicable changes to such Non-Company Plans that would not materially increase the Greystone Contributed Entities’ or their Subsidiaries’ costs with respect to such Non-Company Plan), (ii) established, adopted, entered into any material Company Plan or materially modified or amended or terminated any Company Plan, (iii) materially increased the compensation or benefits payable or provided, or to become payable or provided, to any of $50,000its current or former employees, officers, directors or other individual service providers, or (iv) taken any action to accelerate or modify the timing of payment, funding or vesting of any compensation or benefit payable or provided to any current or former employee, officer, director or other individual service provider; (o) entered into any Related-Party Transaction; or (ixp) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth on Schedule 3.07, from the date of the Latest Balance Sheet until the date of this Agreement (i) the Company and its Subsidiaries have conducted their businesses, in the attached "Developments Schedule," since August 31all material respects, 1998, Seller has conducted the Business only in the ordinary course of business consistent with past custom practice and practice (includingii) there has not occurred any event, without limitationoccurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3.07, neither the Company nor any of its Subsidiaries has: (a) amended or modified its certificate of incorporation or bylaws (or equivalent organizational or governance documents); (b) issued, delivered or sold, disposed or pledged any of its shares of, or authorized the same in respect of, capital stock, any voting securities or any other equity interests or any options, warrants, convertible or exchangeable securities, subscriptions, stock appreciation rights, calls or commitments with respect to such securities of any kind, or granted phantom stock or other similar rights with respect to any of the offering of special sales foregoing; (c) created, incurred, assumed or incentive programs or the filling of its distribution channels), has incurred no liabilities guaranteed any indebtedness for borrowed money other than (i) in the ordinary course of business consistent with past custom practice pursuant to the Company’s existing revolving credit facilities, or (ii) pursuant to arrangements solely among or between the Company and practiceone or more of its direct or indirect wholly owned Subsidiaries or solely among or between its direct or indirect wholly owned Subsidiaries; (d) implemented any reduction‑in‑force or employee lay‑off, in each case, that triggered notice requirements under the Worker Adjustment and Seller has not:Retraining Notification Act or any similar state Law (collectively, the “WARN Act”); (e) (i) soldmade or granted any material cash compensation increase to any former or current officer or employee whose base salary exceeds $150,000 per annum, assigned except pursuant to agreements listed on Schedule 3.11, (ii) materially increased the benefits under any material Plan, (iii) adopted, amended or transferred terminated any material Plan (including any plan, policy or other arrangement that would be a material Plan if it were in existence as of the date of this Agreement) or (iv) granted any additional rights to severance or termination pay to any current or former, officer or employee of the Company or any of its assetsSubsidiaries (in each case, except for sales of inventory increases in benefits under existing Plans in the ordinary course of business consistent with past custom and practice, as otherwise required by Law or mortgagedpursuant to standard form separation agreements entered with terminating employees in the ordinary course of business consistent with past practice); (f) adopted a plan of liquidation, pledged dissolution, merger, consolidation or subjected them other reorganization; (g) subjected, or permitted to be subjected, any portion of its assets that is material to the Company and its Subsidiaries taken as a whole to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itPermitted Liens; (iih) adopted or made any change in its accounting methods, or made or changed any material election relating to Taxes, entered into any closing agreement, settled any claim or assessment in respect of Taxes, filed any amended Tax Return, surrendered any refund claim, or consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, in each case except as required by GAAP, the Code or applicable Law; (i) made any acquisition of all or substantially all of the assets, capital stock or business of any other Person, whether by merger, stock or asset purchase; (j) sold, leased, licensed, assigned, transferred, abandoned or permitted abandoned, allowed to lapse or otherwise disposed of (whether by merger, stock or asset sale or otherwise) any Government Licenses whichof the Company’s or any Subsidiary’s assets, individually rights, securities, properties, interests or businesses, except for (A) assets, securities, properties, interests or businesses with a fair market value or replacement cost (whichever is higher) not in excess of $250,000 in the aggregate, are aggregate or not otherwise material to the Business or any portion thereof, Company’s or any of its Subsidiaries’ business, (B) sales of inventory and dispositions of obsolete assets in the Proprietary Rights ordinary course of business consistent with past practice, and (C) licenses of Intellectual Property granted by the Company or other intangible any of its Subsidiaries in the ordinary course of business consistent with past practice; (k) made any loans or advances to any Persons, except to employees and extensions of credit to customers, in each case, in the ordinary course of business consistent with past practice; (l) cancelled, waived or released any material debts, rights or claims in favor of the Company or any of its Subsidiaries except in the ordinary course of business consistent with past practice; (m) granted a forbearance, delay or waiver of a third Person’s payment or performance obligations thereunder, in each case except in the ordinary course of business consistent with past practice, or entered into any agreement or contract to release any third Person’s payment or performance obligation under, or failure to use commercially reasonable efforts to resist any third Person’s effort to exercise, any force majeure or similar right under any contract; (n) received any commencement, or notice or threat of commencement of any proceeding against the Company or any of its Subsidiaries or their respective properties or assets, or disclosed commencement of any material proprietary confidential information proceeding by the Company or any of its Subsidiaries, or settlement of any proceeding (regardless of the party initiating the same); (o) entered into, modified or terminated any contract set forth on Schedule 3.11 (including any contract that, if not modified or terminated, would be required to any Personbe included on Schedule 3.11), except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (ivp) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK contract containing any covenant limiting the freedom of the Company or any of its other stockholders Subsidiaries or any employeeof their present or future affiliates to solicit for employment, officer hire or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into employ any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000Person; or (ixq) entered into agreed or committed in writing to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth in on the attached "Developments Schedule," , since August 31, 1998, Seller has conducted the Business only in date of the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to Latest Balance Sheet neither the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notCompany nor any Subsidiary has: (i) soldissued any notes, assigned bonds or transferred other debt securities or any of its assetscapital stock or other equity securities or any securities or rights convertible, except for sales of inventory in the ordinary course of business consistent with past custom and practice, exchangeable or mortgaged, pledged exercisable into any capital stock or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itother equity securities; (ii) sold, assigned, transferred, abandoned borrowed any amount or permitted to lapse any Government Licenses which, individually incurred or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and consistent with past practice; (iii) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities under contracts entered into paid in the ordinary course of business; (iv) declared, set aside or made any payment or distribution of cash (including tax distributions) or other property to any of the Company’s stockholders with respect to such stockholder’s capital stock or otherwise or purchased, redeemed or otherwise acquired any shares of its capital stock or other equity securities (including any warrants, options or other rights to acquire its capital stock or other equity securities); (v) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Liens; (vi) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its tangible assets, except in the ordinary course of business consistent with past custom and practice, or canceled any material debts or claims; (viiivii) settled sold, assigned, transferred, leased, licensed or compromised otherwise encumbered any litigation involving equitable relief Intellectual Property Rights, disclosed any proprietary trade secrets or involving other confidential information to any money damages in excess of $50,000; or Person (ix) entered into any other material transaction, than disclosure to the Company’s representatives and advisors and to the Purchasers and their representatives and advisors and other than in the ordinary course of business consistent with past custom and practice.practice in circumstances in which it has imposed reasonable confidentiality restrictions), or abandoned or permitted to lapse any Intellectual Property Rights; (viii) entered into employment agreements with any employee (other than an agreement terminable without any fiscal liability) or made or granted any bonus or any wage or salary increase to any employee or group of employees (except pursuant to contracts described on the attached Contracts Schedule), or (b) No 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; (ix) suffered any extraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice) in excess of $25,000 in the aggregate; (x) made capital expenditures or commitments therefor that exceed $50,000 in the aggregate; (xi) delayed or postponed the payment of any accounts payable or commissions or any other liability or obligation or agreed or negotiated with any party has acceleratedto extend the payment date of any accounts payable or commissions or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable; (xii) made any loans or advances to, terminatedguarantees for the benefit of, modified or canceled any Assigned ContractInvestments in, any Person (other than advances to the Company’s employees in the ordinary course of business consistent with past practice); (xiii) made any charitable contributions or pledges exceeding in the aggregate $10,000 or made any political contributions; (xiv) suffered any damage, destruction or casualty loss exceeding in the aggregate $25,000, whether or not covered by insurance; (xv) made any change in any method of accounting or accounting policies or made any write-down in the value of its inventory that is material or that is other than in the usual, regular and ordinary course of business consistent with past practice; (xvi) made any Investment in or taken any steps to incorporate any Subsidiary; (xvii) amended its certificate of incorporation, bylaws or other organizational documents; (xviii) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (xix) entered into any contract other than in the ordinary course of business consistent with past practice, entered into any other material transaction, whether or not in the ordinary course of business or consistent with past practice, or materially changed any business practice; or (xx) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. (a) Since the date of the Latest Balance Sheet, Target has not experienced and there is not as of the Effective Date any Material Adverse Effect. Except as set forth on Schedule 4.07 and except as expressly contemplated in this Agreement, since the date of the Latest Balance Sheet, neither Target nor any of the Transferred Partnerships has: (a) amended any of its Organizational Documents; (b) split, combined or reclassified any of its equity interests; (c) declared or paid any distributions on or in respect of any of its equity interests or redeemed, purchased or acquired any of its equity interests; (d) incurred any Indebtedness (other than the Existing BofA Debt or the Existing Real Property Debt in the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business only amounts set forth on Schedule 4.05) except working capital credit line borrowings in the ordinary course of business consistent with past custom and practice (includingpractices, without limitationor guaranteed any such Indebtedness, with respect or issued or sold any Indebtedness or warrants or rights to the offering acquire any Indebtedness of special sales such party or incentive programs or the filling guarantee any Indebtedness of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not:others; (ie) soldmortgaged, assigned pledged or transferred subjected to any Lien any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practicePermitted Liens; (f) (i) sold, or mortgagedleased, licensed, assigned, pledged or subjected them to granted any material Liensecurity interest in, except for Liens for current property Taxes not yet due and payabletransferred or otherwise disposed of, or canceled without fair consideration agreed to sell, lease, license, assign, pledge or grant any material debts security interest in, transfer or claims owing to or held by it; (ii) soldotherwise dispose of, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible its tangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practicebusiness, or granted (ii) acquired by merger or consolidation with, or merged or consolidated with, or purchased substantially all of the assets of, any license corporation, partnership, association, joint venture or sublicense other business organization or division thereof; (g) sold, licensed, assigned or transferred any Target Intellectual Property or disclosed any confidential Target Intellectual Property; (h) issued, sold or transferred, or agreed to the issuance, delivery or sale of: (i) any of its equity securities; (ii) any securities convertible or exchangeable into its equity securities; or (iii) other equity securities or warrants, options or other rights under to acquire its equity securities or any bonds or debt securities; (i) entered into or materially modified or terminated any Contract of a type required to be listed on Schedule 4.10; (j) made any material capital investment in, or any material loan to, any other Person (other than Target and the Transferred Partnerships); (k) made any material capital expenditures or commitments therefor, except in the ordinary course of business; (l) adopted any new or made any material changes in its existing employee benefit plans or made any material changes in wages, salary or other compensation with respect to any Proprietary Rightsits officers, directors or employees, in each case other than changes made in the ordinary course of business or pursuant to existing agreements or arrangements or as required to comply with applicable Law; (iiim) conducted paid, loaned or advanced (other than the payment of salary and benefits in the ordinary course of business or the payment, advance or reimbursement of expenses in the ordinary course of business) any amounts to, or sold, transferred or leased any of its assets to, or entered into or modified any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directors or officers outside the ordinary course of business; (n) made a change in its accounting or Tax methods, practices or policies, filed or amended any Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax refund, offset or other reduction in liability, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax; (o) modified its existing cash management customs management, credit collection or payment policies, procedures and practices (including, without limitation, any acceleration in the collection of receivablesaccounts receivable, delay in the payment of payables and accounts payable or change in the maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programsworking capital balances)) other than in the usual and ordinary course of business consistent with past custom and practice; (ivp) made failed to pay any loans or advances to, or guarantees for the benefit of, or creditor any material amount owed to such creditor when due; (q) entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course a new line of business or entered into any transaction, arrangement abandoned or contract (including, without limitation, any transfer discontinued an existing line of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practicebusiness; (vr) suffered adopted any extraordinary lossplan of merger, consolidation, reorganization, liquidation or dissolution or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (s) commenced or settled any litigation, arbitration or Action involving an amount in excess of Thirty Thousand Dollars ($30,000) in the aggregate (and not involving equitable relief); or (t) experienced any incidents of damage, destruction or casualty loss of any property owned by Target or waived any rights of material valuethe Transferred Partnerships, whether or not covered by insurance and whether insurance, having a replacement cost or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages fair market value in excess of Thirty Thousand Dollars ($50,000; or (ix) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practice30,000). (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth in Schedule 4.09 attached hereto (the attached "Developments Schedule," DEVELOPMENTS SCHEDULE") and except as expressly contemplated by this Agreement, since August March 31, 19981993, neither the Company nor Seller has conducted with respect to the Business only Division has: (a) redeemed or repurchased, directly or indirectly, any shares of capital stock or declared, set aside or paid any dividends or made any other distributions with respect to any shares of its capital stock; (b) issued, sold or transferred any notes, bonds or other debt securities or any equity securities, securities convertible, exchangeable or exercisable into equity securities, or warrants, options or other rights to acquire equity securities, of the Company or its Subsidiaries; (c) borrowed any amount or incurred or become subject to any liabilities, except liabilities incurred in the ordinary course of business; (d) discharged or satisfied any lien or encumbrance or paid any obligation or liability, other than liabilities paid in the ordinary course of business, or prepaid any amount of indebtedness for borrowed money; (e) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of its properties or assets, other than purchase money liens incurred in the ordinary course of business consistent with past custom and practice not to exceed $10,000 in the aggregate; (includingf) sold, leased, assigned or transferred (including without limitation, with respect limitation transfers to Seller or any employees or affiliates of the offering of special sales or incentive programs or the filling Company) a portion of its distribution channels)tangible assets, has incurred no liabilities other than except in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practicebusiness, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled cancelled without fair consideration any material debts or claims owing to or held by it; (iig) sold, assigned, transferred, abandoned licensed or permitted transferred (including without limitation transfers to lapse any Government Licenses which, individually or in the aggregate, are material to the Business Seller or any portion thereof, employees or any affiliates of the Company or the Division) any Proprietary Rights or other intangible assets, or Rights; (h) disclosed any material proprietary confidential information other than pursuant to agreements which prohibit the receiving party from disclosing such confidential information or received any Personconfidential information of any third party in violation of any obligation of confidentiality; (i) suffered any extraordinary losses or waived any rights of value, except whether or not in the ordinary course of business or consistent with past custom and practice, or granted any license or sublicense practice in excess of any rights under or with respect to any Proprietary Rights$10,000; (iiij) conducted suffered any theft, damage, destruction or casualty loss in excess of $10,000, to its cash management customs tangible assets, whether or not covered by insurance or suffered any substantial destruction of the Business' books and practices records; (includingk) entered into, without limitationamended or terminated any lease, the collection of receivablescontract, payment of payables and maintenance of inventory control and pricing and credit practices (includingagreement or commitment, without limitationor taken any other action or entered into any other transaction, extension of credit terms or sales discount programs)) in each case other than in the usual and ordinary course of business consistent and in accordance with past custom and practicepractice or entered into any transaction with any insider (as defined in Section 4.22); (ivl) made or granted any bonus or any wage, salary or compensation increase in excess of $10,000 per year to any director, officer, employee or sales representative, group of employees or consultant 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; (m) made any capital expenditures or commitments for capital expenditures that aggregate in excess of $25,000; (n) made any loans or advances to, or guarantees for the benefit of, any persons; (o) made any charitable contributions or pledges; (p) entered into any transaction with PDK lease of capital equipment or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation real estate involving equitable relief or involving any money damages rental in excess of $50,00010,000 per annum; or (ixq) entered into changed or authorized any other material transaction, other than change in the ordinary course its certificate of business consistent with past custom and practiceincorporation or by-laws. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (ai) Except as expressly contemplated by the Transaction Documents or as disclosed in the Company Reports or the Subsequent Financial Information or as set forth in on Schedule 3(h) hereto since the attached "Developments Schedule," since August 31Audit Date, 1998, Seller has conducted neither the Business only in Company nor any Subsidiary of the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notCompany has: (iA) soldissued any notes, assigned bonds or transferred other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities (other than employee stock options and shares of its assets, except for sales of inventory in Common Stock issued upon the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itexercise thereof); (iiB) sold, assigned, transferred, abandoned borrowed any amount or permitted to lapse any Government Licenses which, individually incurred or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practicebusiness; (viiiC) settled discharged or compromised satisfied any litigation involving equitable relief material Lien or involving paid any money damages in excess of $50,000; or (ix) entered into any other material transactionobligation or liability, other than in the ordinary course of business; (D) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (E) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Permitted Liens and Liens which have been discharged or satisfied prior to the date hereof; (F) sold, assigned or transferred any material tangible assets, except in the ordinary course of business; (G) sold, assigned or transferred any material trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or disclosed any proprietary confidential information to any Person (other than any such disclosure in the ordinary conduct of business operations or which disclosure was subject to a confidentiality agreement, which in either case does not have a Material Adverse Effect); (H) suffered any extraordinary losses, waived any rights of material value or canceled any material debts or claims, whether or not in the ordinary course of business or consistent with past practice; (I) made capital expenditures or commitments therefor that aggregate in excess of $100,000, except in accordance with the capital budget for the current fiscal year furnished to the Investor; (J) made any loans or advances in excess of $100,000 in the aggregate to, guarantees for the benefit of, or any investments (other than temporary cash investments in the ordinary course of business) in, any Persons; (K) made any charitable contributions or pledges which in the aggregate exceed $50,000; (L) suffered any damage, destruction or casualty loss not covered by insurance which in the aggregate exceed $40,000; (M) entered into any other material transaction or agreement other than in the ordinary course of business; (N) changed its accounting principles, practices or methods, except as required by GAAP; (O) suffered any loss, or threatened loss, of any supplier or customer or group of related suppliers or customers which is reasonably expected to have a Material Adverse Effect; (P) suffered any labor dispute, other than routine matters; (Q) except for increases or amendments in the ordinary and usual course of business consistent with past custom and practicepractice or as required by law, increased the compensation payable or to become payable by the Company or any Subsidiary to any of its directors, officers or employees or increased the benefits under, or adoption of, any bonus, insurance, pension or other employee benefit plan, payment or arrangement, for or with any such directors, officers or employees (other than pursuant to the terms of any such plan or arrangement); or (R) otherwise operated other than in the ordinary course in a manner that has had or could be reasonably expected to have a Material Adverse Effect. (bii) Neither the Company nor its Subsidiaries has at any time made any payments for political contributions or made any bribes, kickback payments or other illegal payments. No party officer, director, employee or agent of the Company or any of its Subsidiaries has acceleratedbeen or is authorized to make or receive, terminatedand the Company does not know of any such Person making or receiving, modified any bribe, kickback or canceled any Assigned Contractother illegal payment.

Absence of Certain Developments. (a) Except as set forth on the attached Schedule 6.8 - Developments Schedule, since January 1, 1997, there has been no adverse change in the Acquired Assets or the financial condition, operating results, assets, customer or supplier relations, employee relations or business prospects of the Business. Without limiting the generality of the preceding sentence, except as expressly contemplated by this Agreement or as set forth on the attached "Schedule 6.8 - Developments Schedule," , since August 31January 1, 19981997, Seller has conducted not: (a) redeemed or repurchased, directly or indirectly, any shares of capital stock or other equity security or declared, set aside or paid any dividends or made any other distributions (whether in cash or in kind) with respect to any shares of its capital stock or other equity security; (b) issued, sold or transferred any equity securities, any securities convertible, exchangeable or exercisable into shares of its capital stock or other equity securities, or warrants, options or other rights to acquire shares of its capital stock or any other equity securities; (c) engaged in any activity which has resulted in the acceleration or delay of the collection of its accounts or notes receivable or any delay in the payment in its accounts payable, in each case as compared with its custom and practice in the conduct of the Business only immediately prior to January 1, 1997; (d) discharged or satisfied any Lien or paid any obligation or liability other than current liabilities paid in the ordinary course of business the Business and consistent with Seller's past custom and practice practice; (includinge) mortgaged or pledged any Acquired Asset or subjected any Acquired Asset to any Lien; (f) sold, without limitationassigned, with respect to conveyed, transferred, canceled or waived any property, tangible asset, Proprietary Right of Seller or other intangible asset or right which, if it were held by Seller on the offering of special sales or incentive programs or the filling of its distribution channels)Closing Date, has incurred no liabilities would constitute an Acquired Asset other than in the ordinary course of business the Business and consistent with Seller's past custom and practice, and Seller has not:; (ig) solddisclosed any Confidential Information to any Person other than Purchaser and Purchaser's representatives, assigned or transferred agents, attorneys, accountants and present and proposed financing sources; (h) waived any of its assets, except for sales of inventory right other than in the ordinary course of business the Business or consistent with Seller's past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (iii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses made commitments for capital expenditures which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightswould exceed $500,000; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (ivj) made any loans loan or advances advance to, or guarantees guarantee for the benefit of, or entered into any transaction with PDK Investment (other than Investments which constitute Excluded Assets) in, any other Person; (k) granted any bonus or any of its increase in wages, salary or other stockholders compensation to any employee (other than any increase in wages or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred salaries granted in the ordinary course of business the Business and consistent with Seller's past practice granted to any employee who is not affiliated with Seller other than by reason of such Person's employment by Seller); (l) made any charitable contributions; (m) suffered damages, destruction or casualty losses which, in the aggregate, exceed $10,000 (whether or not covered by insurance) to any Acquired Asset, or any other property or asset which, if it existed and was held by Seller on the Closing Date, would constitute an Acquired Asset; (n) received any indication from any material supplier of Seller to the effect that such supplier will stop, or materially decrease the rate of, supplying materials, products or services to Seller (or to Purchaser, if the Sale is consummated), or received any indication from any material customer of Seller to the effect that such customer will stop, or materially decrease the rate of, buying materials, products or services from Seller (or from Purchaser, if the Sale is consummated); (o) entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis transaction other than in the ordinary course of business the Business, and consistent with Seller's past custom and practice; (v) suffered , or entered into any extraordinary lossother material transaction, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business the Business which may adversely affect the Business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000Acquired Assets; or (ixp) entered into agreed to do any other material transaction, other than act described in the ordinary course any of business consistent with past custom and practiceclauses 6.8(a) through (o) above. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth in on the attached "Developments Schedule," DEVELOPMENTS SCHEDULE, since August December 31, 19981999, Seller has conducted the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller Company has not: (i) soldissued any notes, assigned bonds or transferred other debt securities or any of its assetscapital stock or other equity securities or any securities or rights convertible, except for sales of inventory in the ordinary course of business consistent with past custom and practice, exchangeable or mortgaged, pledged exercisable into any capital stock or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itother equity securities; (ii) sold, assigned, transferred, abandoned borrowed any amount or permitted to lapse any Government Licenses which, individually incurred or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and consistent with past practice; (iii) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities under contracts entered into paid in the ordinary course of business; (iv) declared, set aside or made any payment or distribution of cash or other property to any of the Company's shareholders with respect to such shareholder's capital stock or other equity securities or purchased, redeemed or otherwise acquired any shares of its capital stock or other equity securities (including any warrants, options or other rights to acquire its capital stock or other equity securities); (v) mortgaged or pledged any of its properties or assets or subjected them to any Lien; (vi) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its tangible assets, except in the ordinary course of business consistent with past custom and practice, or canceled any material debts or claims; (viiivii) settled sold, assigned, transferred, leased, licensed or compromised otherwise encumbered any litigation involving equitable relief Intellectual Property Rights or involving other intangible assets, disclosed any money damages in excess of $50,000; or material proprietary confidential information to any Person (ix) entered into any other material transaction, than to the Purchasers and other than in the ordinary course of business consistent with past custom and practice.practice in circumstances in which it has imposed reasonable confidentiality restrictions), or abandoned or permitted to lapse any Intellectual Property Rights; (bviii) No made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached CONTRACTS SCHEDULE), 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; (ix) suffered any extraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice) in excess of $50,000 in the aggregate; (x) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (xi) delayed or postponed the payment of any accounts payable or any other liability or obligation or agreed or negotiated with any party has acceleratedto extend the payment date of any accounts payable or accelerated the collection of any accounts or notes receivable; (xii) made any loans or advances to, terminatedguarantees for the benefit of, modified or canceled any Assigned ContractInvestments in, any Persons (other than advances to the Company's employees in the ordinary course of business consistent with past practice); (xiii) made any charitable contributions or pledges exceeding in the aggregate $50,000; (xiv) suffered any damage, destruction or casualty loss exceeding in the aggregate $50,000, whether or not covered by insurance; (xv) made any change in any method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or made any write-down in the value of its inventory that is material or that is other than in the usual, regular and ordinary course of business consistent with past practice; (xvi) made any Investment in or taken any steps to incorporate any Subsidiary; (xvii) amended its articles of incorporation, by-laws or other organizational documents; (xviii) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (xix) entered into any contract other than in the ordinary course of business consistent with past practice, entered into any other material transaction, whether or not in the ordinary course of business or consistent with past practice, or materially changed any business practice; or (xx) agreed, whether orally or in writing, to do any of the foregoing. Neither the Seller nor any of its stockholders have at any time made any payments for political contributions or any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. (a) Since the date of the 2012 Balance Sheet, there has not been a Material Adverse Effect. Except as set forth on the Developments Schedule and except as expressly contemplated by this Agreement, since the date of the 2012 Balance Sheet, neither the Company nor any of its Subsidiaries has: (a) effected any recapitalization, reclassification, unit or stock dividend, unit or stock split or like change in the attached "Developments Schedule," since August 31its capitalization; 15 (b) amended its certificate of formation or articles of incorporation or bylaws or limited liability company agreement (or equivalent organizational documents), 1998or any Equity Agreement; (c) mortgaged, Seller has conducted the Business only pledged or subjected to any Lien, any material portion of its assets, except Permitted Liens; (d) (i) sold, leased, assigned or otherwise transferred any material portion of its assets, other than sales of products in the ordinary course of business consistent with past custom and practice practice, or (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities ii) acquired any material assets other than supplies in the ordinary course of business consistent with past custom and practicepractice or as contemplated in the capital expenditures budget attached hereto in the Capital Expenditures Schedule; (e) sold, and Seller has not: assigned, transferred, licensed or otherwise disposed of any material Company Intellectual Property; (f) allowed to lapse or abandoned any material Company Intellectual Property; (g) issued, sold or otherwise transferred any Company Securities or Subsidiary Securities, or amended any term of any Subsidiary Security; (h) made any material investment in, or any material loan to, any other Person (other than a wholly-owned Subsidiary of the Company); (i) solddeclared, assigned set aside, or transferred paid any dividend or made any distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of Company Securities or Subsidiary Securities, except for (i) dividends or distributions made by the Company’s wholly-owned Subsidiaries to their respective parents and (ii) repurchases of Units from current or former employees, consultants, directors or managers of the Company or its Subsidiaries consistent with past practice and in an aggregate amount not exceeding $250,000; (j) made any capital expenditures or commitments therefor, except in the ordinary course of business and as contemplated in its existing capital expenditures budget; (k) made any loan to, or entered into any other transaction with, any of its assetsdirectors or officers, except for sales other than the advancement of inventory expenses in the ordinary course of business consistent with past custom and practice; (l) (i) terminated, entered into, established, adopted, amended, modified or materially increased benefits under or made new grants or awards under, any Plan, or mortgagedany trust agreement related thereto, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) soldtaken any action to accelerate the vesting or exercisability of any unvested units, assigned, transferred, abandoned (iii) granted or permitted increased any material severance or termination pay to lapse any Government Licenses which, individually or in employee of the aggregate, are material to the Business or any portion thereof, Company or any of the Proprietary Rights its Subsidiaries or other intangible assets, or disclosed (iv) entered into any material proprietary confidential information employment agreement (or materially amended any existing employment agreement) with any employee of the Company or any of its Subsidiaries; 16 (m) increased compensation payable to any Personexisting employee of the Company or any of its Subsidiaries, except other than in connection with promotions in the ordinary course of business; (n) established, adopted or amended any collective bargaining agreement; (o) created, incurred, assumed or suffered to exist or otherwise become liable with respect to any Indebtedness other than (i) Indebtedness owed to the Company or any wholly-owned Subsidiary of the Company, (ii) any draw-down of funds under its revolving credit facilities in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iiiii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension letters of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of issued under its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis credit facilities in the ordinary course of business consistent with past custom practice or (iii) Indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any Indebtedness existing on the date of this Agreement and practice; in amounts not materially in excess of such existing Indebtedness; (vp) suffered any extraordinary lossentered into, damage, destruction amended or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease modified in any material respect the rate of business done with the Business; or terminated any Material Contract (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into any other material transactioncontract which, had it not been so amended, modified or terminated, would have constituted a Material Contract), other than in the ordinary course of business consistent with past custom and practicebusiness; (q) changed the Company’s method of accounting, except as required by concurrent changes in GAAP, as agreed to by its independent public accountants; (r) settled, or offered or proposed to settle, any material litigation, investigation, arbitration, proceeding or other claim involving or against the Company or any of its Subsidiaries; or (s) agreed, resolved or committed to do any of the foregoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. Except (a) Except as expressly contemplated by this Agreement, (b) as specifically disclosed in the Company Filings filed with respect to periods ended on or after December 28, 2012 or (c) as set forth in on the attached "Developments Schedule," , since August 31December 28, 19982012, Seller has conducted neither the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: Company nor any Subsidiary has: (i) soldissued any notes, assigned bonds or transferred other debt securities or any of its assetsCapital Stock or other equity securities or any securities convertible, except for sales of inventory in the ordinary course of business consistent with past custom and practice, exchangeable or mortgaged, pledged exercisable into any Capital Stock or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; other equity securities; (ii) sold, assigned, transferred, abandoned borrowed any amount or permitted to lapse any Government Licenses which, individually incurred or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (iii) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash (other than a distribution from a Subsidiary of the Company to the Company) or other property to its equityholders with respect to its Capital Stock or other equity securities or purchased or redeemed any shares of its Capital Stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its Capital Stock or other equity securities), other than repurchases of Common Stock pursuant to Qualified Incentive Plans or employment agreements existing on the date of this Agreement and disclosed in the Disclosure Schedules hereto or any employment or consulting agreements entered into in the ordinary course of business thereafter and approved by the Board; (v) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Liens; (vi) sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any material debts or claims; (vii) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past custom and practice; ; (viii) settled made any loans or compromised advances to, guarantees for the benefit of, or any litigation involving equitable relief or involving Investments in, any money damages Persons in excess of $50,00050,000 in the aggregate; or (ix) made any charitable contributions or pledges in excess of $50,000 in the aggregate; (x) suffered any damage, destruction or casualty loss exceeding in the aggregate $50,000, whether or not covered by insurance; (xi) terminated, amended or modified any agreement or other contract which would be required to be set forth on the Contracts Schedule if it were in effect on the date of this Agreement (ignoring, if applicable, any such termination, amendment or modification); (xii) made any material change in the accounting principles utilized by the Company in connection with the business of the Company and its Subsidiaries, made any change in the Company’s independent public accounting firm, had any disagreement with its independent public accounting firm over the Company’s and its Subsidiaries’ application of accounting principles or with the preparation of any of their financial statements that was required to be disclosed in such Company Filings, or, given notification to the Company’s audit committee of any facts with respect to the Company’s or its Subsidiaries’ financial statements or methods of accounting that could reasonably be expected to result in a restatement of or amendment to the Company’s or its Subsidiaries’ financial statements; (xiii) made or changed any Tax election, changed an annual accounting period for Tax, adopted or changed any Tax accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or took any other similar action relating to the filing of any Tax Return or the payment of any Tax; (xiv) received any written notice from the Securities and Exchange Commission in connection with any investigation or action by the Securities and Exchange Commission; (xv) experienced any resignation or termination of employment of any of the Company’s executive officers or (xvi) entered into any other material transaction, other than whether or not in the ordinary course of business consistent with past custom and practicebusiness. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Since September 30, 2004, 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 in on Schedule 2.10 attached hereto, since September 30, 2004, the attached "Developments Schedule," since August 31, 1998, Seller has Company and its Subsidiaries have conducted the Business their businesses only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notneither the Company nor any of its Subsidiaries has: (ia) authorized for issuance, issued, sold, assigned delivered, or transferred granted any notes, bonds or other debt securities or any capital stock or other equity securities or any securities or rights convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) incurred any Indebtedness or imposed any Liens upon any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, tangible or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itintangible; (iic) sold, assigned, transferred, abandoned discharged or permitted to lapse satisfied any Government Licenses which, individually Lien or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed paid any material proprietary confidential information to any Personobligation or Liability, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis current Liabilities paid in the ordinary course of business consistent with past custom and practice; (vd) suffered declared, set aside or made any extraordinary losspayment or distribution of cash or other property with respect to its capital stock or other equity securities or purchased, damageredeemed or otherwise acquired any shares of its capital stock or other equity securities (including any warrants, destruction options or casualty loss other rights to acquire its capital stock or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practiceother equity securities); (vie) received notificationsold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of its assets, tangible or intangible, or become aware taken any action that could reasonably be expected to cause the loss, lapse, abandonment, invalidity or unenforceability of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilitiesCompany Intellectual Property Rights, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viiif) settled made or compromised granted any litigation involving equitable relief bonus or involving any money damages in excess wage or salary increase to, or changed any material employment or retention terms with, any employee or group of $50,000; or employees or contractors, including salespersons (ix) entered into any other material transaction, other than bonuses and wage increases in the ordinary course of business consistent with past custom and practice.), entered into or increased the amount or duration of any severance arrangement, 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, or entered into, modified or terminated any collective bargaining agreement or relationship; (bg) No party made capital expenditures or commitments therefor in excess of $250,000 in the aggregate (but has made all capital expenditures required to be made in the ordinary course of business to preserve and maintain the business of the Company and its Subsidiaries); (h) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons or formed any Subsidiary; (i) 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; (j) made any 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 custom and practice; (k) other than compensation paid in the ordinary course of business, consistent with past custom and practice, directly or indirectly engaged in any transaction or entered into, amended or terminated, any arrangement with any of its officers, directors, shareholders or other Affiliates; (l) amended its charter, bylaws or other organizational documents; (m) taken any action or omitted to take any action which act or omission could reasonably be expected to have a Material Adverse Effect; (n) entered into any new line of business, or incurred or committed to incur any capital expenditures or Liabilities in connection therewith; (o) entered into any acquisition agreement or agreement to acquire by merger, consolidation or otherwise, or agreement to acquire a substantial portion of the assets of, or in any other manner, any business of any other Person; (p) cancelled or waived (i) any right material to the operation of its business or (ii) any debts or claims against any of its Affiliates; (q) accelerated, terminated, modified or cancelled any agreement, contract, lease, license or other arrangement involving more than $50,000; (r) delayed, postponed or canceled the payment of accounts payable or any Assigned Contractother Liability; or (s) agreed in writing or, to the Company's Knowledge, orally to do any of the foregoing.

Absence of Certain Developments. (a) Except as set forth on Schedule 3.6 of the Disclosure Schedules or as otherwise explicitly required by this Agreement, and other than any distributions or dividend of Excluded Assets or Cash, for the period beginning December 31, 2019 through the date hereof, each of the Companies has conducted its business in all material respects only in the attached "Developments Schedule," since August 31ordinary course of business, 1998and there has not been, Seller with respect to the Companies, any: (a) material change in the businesses, operations, properties or condition, financial or otherwise, of the Companies that has conducted had or would reasonably be expected to have, individually or in the Business only aggregate, a Material Adverse Effect on the Companies; (b) amendment of Organizational Documents of the Companies; (c) split, combination or reclassification of any shares of the Companies’ capital stock; (d) issuance, sale or other disposition of any of the Companies’ capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of the Companies’ capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of the Companies’ capital stock or redemption, purchase or acquisition of the Companies’ capital stock; (f) material change in the Companies’ accounting principles; (g) material change in the Companies’ cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past custom and practice practice; (includingj) transfer, without limitationassignment, with respect sale or other disposition of any of the assets listed on Schedule 3.8 of the Disclosure Schedules or cancellation of any material Indebtedness owed to a Company; (k) material damage, destruction or loss (whether or not covered by insurance) to the offering Companies’ property; (l) any capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of special sales any material Contract to which any Company is a party or incentive programs by which it is bound; (n) imposition of any Liens (other than Permitted Liens, Liens to secure Indebtedness that Seller shall cause to be removed at or in advance of Closing, or Liens on Company Real Property otherwise shown on the filling title reports or commitments and unrelated to any Indebtedness) upon any of the Companies’ properties, capital stock or assets, tangible or intangible; (o) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any material employee below the position of officer except to fill a vacancy in the ordinary course of business; (p) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its distribution channels)stockholders or current or former directors, has incurred no liabilities officers and employees other than as repaid prior to Closing; (q) entry into a new line of business or abandonment or discontinuance of existing lines of business; (r) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (s) purchase, lease or other acquisition of the right to own, use or lease any property or assets other than in the ordinary course, except for purchases of inventory or supplies in the ordinary course of business consistent with past custom and practice; (t) acquisition by merger or consolidation with, and Seller has not:or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (u) action by the Companies to make, change or rescind any material Tax election or amend any Tax Return that would have the effect of increasing the Companies’ Tax liability; (v) (i) sold, assigned material change in the benefits provided or transferred compensation payable or to be provided or to become payable to any of its assetsshareholders, except for sales of inventory members, directors, managers, officers or employees (other than increases in the ordinary course of business consistent with past custom and practicebusiness), or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense granting of any rights under severance or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances termination pay to, or guarantees for the benefit of, or entered into or materially amend any transaction with PDK employment, severance or other agreement or arrangement with, shareholders, members, directors, managers, officers, employees, agents, independent contractors or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered into any other material transactiontheir representative affiliates, other than in the ordinary course of business consistent with past custom and practicebusiness, or (iii) establishment, adoption, or entering into or materially amending any material employee benefit plan. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth in Since the attached "Developments Schedule," since August 31date of the Latest Balance Sheet, 1998, Seller has conducted the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i1) sold, assigned borrowed or transferred agreed to borrow any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, amount or mortgaged, pledged incurred or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (2) discharged or satisfied, or agreed to discharge or satisfy, any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business; (3) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of the Purchased Assets, except liens for current property taxes not yet due and payable; (4) sold, assigned or transferred, or agreed to do so, any of the Purchased Assets, except in the ordinary course of business consistent or canceled without fair consideration any material debts or claims owing to or held by it; (5) sold, assigned, transferred, abandoned or permitted to lapse any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any person; (6) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees or made or granted any increase in any employee benefit plan or arrangement (except in accordance with past custom and practice), or amended or terminated, or agreed to terminate or amend, any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (viii7) settled made, or compromised agreed to make, any litigation involving equitable relief capital expenditures or involving any money damages capital commitments therefor that aggregate in excess of $50,000; or10,000 without Purchaser's prior written approval; (ix8) made, or agreed to make, any loans or advances to, or guarantees for the benefit of, any persons; (9) suffered any extraordinary losses or waived any rights of material value with respect to the Purchased Assets or the Assumed Liabilities, whether or not in the ordinary course of business or consistent with past practice; (10) entered into into, or agreed to enter into, any other material transaction, transaction other than in the ordinary course of business consistent business; (11) made, or agreed to make, any charitable contributions or pledges other than in accordance with past custom practices and practice.in excess of $5,000 in the aggregate; (b12) No party has acceleratedsuffered any damage, terminateddestruction or casualty loss to the Purchased Assets, modified whether or canceled not covered by insurance; (13) made any Assigned Contractpurchase commitment of services or goods in excess of the then current market price therefor or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practice inconsistent with its prior practice and prudent business practices prevailing in the industry; or (14) made, or agreed to make, any declaration or payment to its stockholder of any non-cash dividend or other non-cash distribution in respect to its stock.

Absence of Certain Developments. (a) Except as set forth in on the attached "Developments Schedule," USAUTO DEVELOPMENTS SCHEDULE, since August December 31, 19982002, Seller there has conducted the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, not been any Material Adverse Effect with respect to USAuto and its Subsidiaries taken as a whole. Except as set forth on the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom USAUTO DEVELOPMENTS SCHEDULE and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions as expressly contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employeesAgreement, officers and directors for travel expenses since December 31, 2002, neither USAuto nor any Subsidiary of USAuto has (a) borrowed any amount or incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, liabilities (except current liabilities incurred in the ordinary course of business and business, liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; borrowings from banks (viiior similar financial institutions) settled necessary to meet ordinary course working capital requirements), (b) mortgaged, pledged or compromised subjected to any litigation involving equitable relief material Lien (except Permitted Liens) any material portion of its assets, (c) sold, assigned or involving transferred any money damages material portion of its tangible assets, (d) sold, assigned or transferred any material Intellectual Property or other intangible assets, (e) suffered any extraordinary loss(es) in an amount exceeding $100,000 individually or in the aggregate or waived any right(s) of material value, (f) 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, (g) made any capital expenditures in excess of $50,000; or 100,000 or commitments therefor, (ixh) made any material change in its accounting methods, practices or policies, (i) revalued any of its assets, including, without limitation, by writing down the value of contracts or by writing off accounts receivable, except in the ordinary course of business, (j) entered into any other material transaction, (k) declared, set aside or paid any dividends or other distributions with respect to its capital stock other than as specifically provided therefor under SECTION 7.1(c) hereof or, directly or indirectly, redeemed, purchased or acquired any of its capital stock, (l) amended or terminated any material contract, (m) loaned to or invested in any other entity (other than a wholly-owned Subsidiary of USAuto) an amount in excess of $100,000, (n) waived or released any material right or claim or (o) entered into any agreement to do any of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. Except as disclosed in Confidential Schedule 3.8, since the Latest Financial Statements, MBI, the Bank and the other Subsidiaries have conducted their respective businesses only in the Ordinary Course and have not: (a) Except as set forth in the attached "Developments Schedule," since August 31Incurred any Liability, 1998whether due or to become due, Seller has conducted the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course Ordinary Course of business Business and consistent with past custom safe and practicesound banking practices; (b) Discharged or satisfied any Encumbrance or paid any Liability other than in the Ordinary Course of Business and consistent safe and sound banking practices; (c) Increased the shares of its capital stock outstanding or its surplus (as calculated in accordance with the Call Report Instructions), or except for the Special Dividend, declared or made any payment of dividends or other distribution to its stockholders, or purchased, retired or redeemed, or obligated itself to purchase, retire or redeem, any of its shares of capital stock or other securities; (d) Issued, reserved for issuance, granted, sold or authorized the issuance of any shares of its capital stock or other securities or subscriptions, options, warrants, calls, rights or commitments of any kind relating to the issuance thereto; (e) Acquired any capital stock or other equity securities or acquired any ownership interest in any bank, corporation, partnership or other entity (except (i) through settlement of indebtedness, foreclosure, or the exercise of creditors' remedies or (ii) in a fiduciary capacity, the ownership of which does not expose it to any liability from the business, operations or liabilities of such person); (f) made or authorized any change in its Organizational Documents; (g) Mortgaged or subjected to Encumbrance any of its property, business or assets, tangible or intangible except (i) as described in Confidential Schedule 3.8, (ii) for Permitted Encumbrances, (iii) for pledges of assets to secure public funds deposits, and Seller has not:(iv) for those assets and properties disposed of for fair value in the Ordinary Course of Business since the applicable dates of the Call Reports; (h) Sold, transferred or otherwise disposed of any of its assets or canceled or compromised any debt or claim, or waived or released any right or claim, other than in the Ordinary Course of Business and consistent with prudent banking practices; (i) soldTerminated, assigned canceled or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practicesurrendered, or mortgaged, pledged received any notice of or subjected them to threat of termination or cancellation of any material Lien, except for Liens for current property Taxes not yet due and payable, Contract that involved more than $50,000 or canceled without fair consideration any material debts or claims owing to or held by itwas outside the Ordinary Course of Business; (iij) soldSuffered any damage, assigneddestruction or loss, transferredwhether or not covered by insurance, abandoned or permitted to lapse any Government Licenses whichwhich would, individually or in the aggregate, are material have a Material Adverse Effect; (k) Disposed of, permitted to the Business or any portion thereoflapse, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, transferred or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit ofunder, or entered into any transaction settlement regarding the breach or infringement of, any license or Proprietary Right (as defined in Section 3.15) or modified any existing rights with PDK respect thereto; (l) Made any change in the rate of compensation, commission, bonus, vesting or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay any bonus, extra compensation, pension or severance or vacation pay, to or for the benefit of any of its other stockholders stockholders, directors, or officers, or any employeeemployee who receives compensation (other than the payment of (i) normal, periodic salary increases that will not exceed 3%, in the aggregate, of the total salaries of such persons or (ii) projected executive officer bonuses accrued through the Determination Date), or entered into any employment or consulting contract or other agreement with any director, officer or director employee or adopted, amended in any material respect or terminated any Plan, any group insurance contract or any other incentive, welfare or employee benefit plan or agreement maintained by it for the benefit of Seller its directors, employees or PDKformer employees; (m) Made any single or group of related capital expenditures or commitment therefor in excess of $50,000 or entered into any lease or group of related leases with the same party which involves aggregate lease payments payable of more than $50,000 for any individual lease or involves more than $100,000 for any group of related leases in the aggregate; (n) Instituted, except had instituted against it, settled or agreed to settle any Litigation before any Governmental Entity relating to its property other than routine collection suits instituted by it to collect amounts owed or suits in which the amount in controversy is less than $50,000; (o) Suffered any change, event or condition that, in any case or in the aggregate, has caused, or could be reasonably expected to cause, a Material Adverse Effect; (p) Except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employeesor as otherwise permitted hereunder, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract entered into, modified or amended any Contract or commitment involving payments of in excess of $50,000, or outside the Ordinary Course of Business; (includingq) Entered into or given any promise, without limitationassurance or guarantee of the payment, any transfer discharge or fulfillment of any assets of placing a Lien on undertaking or promise made by any assets) except on an arms-length basis person, firm or corporation, other than in the ordinary course Ordinary Course of Business; (r) Sold, or to its Knowledge disposed of, or otherwise divested itself of the ownership, possession, custody or control, of any corporate books or records of any nature that, in accordance with sound business consistent practice, normally are retained for a period of time after their use, creation or receipt, except at the end of the normal retention period; (s) Made any, or acquiesced with past custom any, change in any accounting methods, principles or material practices except as required by GAAP or regulatory accounting principles (“RAP”); (t) Sold (provided, however, that payment at maturity is not deemed a sale) or purchased any investment securities in an aggregate amount of $1,000,000 or more; provided, however, that if MBI or the Bank desires to purchase or sell any investment securities in an aggregate amount of $1,000,000 or more, MBI will provide Heartland with written notice (such notice to contain sufficient detail and practiceinformation to enable Heartland to make an informed decision) of such desire, and Heartland will have one (1) Business Day to consent or not to consent (such consent not to be unreasonably withheld) to the purchase or sale; provided, further, that if Heartland does not respond to MBI within the one (1) Business Day period, Heartland will be deemed to have consented to the purchase or sale; (u) Made, renewed, extended the maturity of, or altered any of the material terms of any loan to any single borrower and the borrower's related interests, other than in the Ordinary Course of Business; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000; or (ix) entered Entered into any other material transaction, other than agreement or made any commitment whether in writing or otherwise to take any of the ordinary course types of business consistent with past custom and practiceaction described in subsections (a) through (s) above. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. Except (ai) Except as set forth on the attached Developments Schedule, (ii) pursuant to the ▇▇▇▇▇▇ Bank Agreements (iii) as set forth in the attached "Developments Schedule," since August 31, 1998, Seller has conducted the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect financial statements delivered pursuant to the offering of special sales Section 5.5(c) or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans as contemplated or advances toprovided in this Agreement, or guarantees for since June 27, 2007, none of the benefit of, or entered into any transaction with PDK Company or any of its Subsidiaries has: (a) issued any notes, bonds or other stockholders debt securities or any employeeCapital Stock or other equity securities or any securities or rights convertible, officer exchangeable or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered exercisable into any transaction, arrangement Capital Stock or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practiceother equity securities; (vb) suffered borrowed any extraordinary loss, damage, destruction amount or casualty loss incurred or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business consistent with past practice; (c) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared, set aside or made any payment or distribution of cash or other property to any of its stockholders with respect to its Capital Stock or otherwise, or purchased, redeemed or otherwise acquired any Capital Stock or other equity securities (including any warrants, options or other rights to acquire its Capital Stock or other equity); (e) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Liens and liabilities under contracts entered into Liens pursuant to the ▇▇▇▇▇▇ Bank Agreements; (f) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible or intangible assets, except in the ordinary course of business consistent with past custom and practice, or cancelled any material debts or claims; (viiig) settled sold, assigned, transferred, leased, licensed or compromised otherwise encumbered any litigation involving equitable relief material Intellectual Property Rights, disclosed any material proprietary confidential information to any Person (other than to Buyer and its Affiliates), or involving abandoned or permitted to lapse any money damages material Intellectual Property Rights; (h) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule or in the ordinary course of business consistent with past practice), 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; (i) suffered any extraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice) in excess of $50,000 in the aggregate; (j) made capital expenditures or commitments therefor that aggregate in excess of $50,000; or; (ixk) entered into delayed or postponed the payment of any accounts payable or commissions or any other liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable; (l) made any loans or advances to, guaranties for the benefit of, or any Investments in, any Person (other than Investments in a Subsidiary of the Company and advances to the Company's or its Subsidiaries' employees in the ordinary course of business consistent with past practice); (m) made any charitable contributions or pledges exceeding in the aggregate $10,000 or made any political contributions; (n) suffered any damage, destruction or casualty loss exceeding in the aggregate $50,000, whether or not covered by insurance; (o) made any change in any method of accounting or accounting policies or made any write-down in the value of its inventory that is material transactionor that is other than in the usual, regular and ordinary course of business consistent with past practice or reversed any accruals other than in the ordinary course of business consistent with past custom and practice.; (bp) No party taken any steps to incorporate or organize any Subsidiary; (q) amended its articles of incorporation, by-laws or other organizational documents; (r) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business anywhere in the world; (s) taken any action or failed to take any action that has acceleratedhad, terminatedor could reasonably be expected to have, modified the effect of accelerating to pre-Closing periods sales to the trade or canceled other customers that would otherwise be expected to occur after the Closing (including any Assigned Contractfailure to market and sell its products in normal commercial quantities and through normal commercial channels prior to the Closing); (t) made any changes to its normal and customary practices regarding the solicitation, booking or fulfillment of orders or the shipment and delivery of goods (other than as agreed with Regis as to certain excess inventory); (u) entered into any material contract other than in the ordinary course of business consistent with past practice, entered into any other material transaction, whether or not in the ordinary course of business or consistent with past practice, or changed in any significant respect any business practice (in anticipation of the transactions contemplated hereby or otherwise); (v) paid any amount to or transferred any asset to the Seller or any of its Affiliates, or assumed, paid or satisfied any liability or obligation of the Seller or any of its Affiliates; or (w) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. (a) a. Except as set forth in Section 4.9(a) of the attached "Developments Disclosure Schedule," , since August December 31, 19982016, Seller (a) each of the Company and the Subsidiaries has (i) conducted the Business its business only in the ordinary course Ordinary Course of Business and (b) there has not been any event, change, occurrence, circumstance, or transaction inconsistent with the Ordinary Course of Business or that, individually or in the aggregate with any such events, changes, occurrences, circumstances, or transactions has had or could reasonably be expected to have a material effect on the Company’s or such Subsidiary’s financial condition or business consistent prospects. b. Except as set forth in Section 4.9(b) of the Disclosure Schedule, since December 31, 2016, neither the Company nor any of the Subsidiaries has: i. issued any notes, bonds or other debt securities or other equity securities or any securities convertible, exchangeable, or exercisable into any ownership interests or other equity securities; ii. borrowed any amount or incurred or become subject to any Liabilities, except Current Liabilities incurred in the Ordinary Course of Business and Liabilities under Contracts entered into in the Ordinary Course of Business; iii. discharged or satisfied any Encumbrance or paid any obligation or Liability, other than Current Liabilities paid in the Ordinary Course of Business; iv. declared, set aside, or made any dividend, payment, or distribution of cash or other property to any of the holders of its ownership interests with past custom and practice respect to such ownership interests or purchased, redeemed or otherwise acquired, directly or indirectly, any ownership interests or any outstanding rights or securities exercisable or exchangeable for or convertible into its ownership interests (including, without limitation, with respect any warrants, options, or other rights to the offering of special sales acquire its ownership interests); v. mortgaged or incentive programs or the filling pledged any of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has not:assets or subjected them to any Encumbrances; (i) vi. sold, assigned assigned, leased, licensed, or transferred any of its tangible assets, except for sales of inventory in the ordinary course Ordinary Course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payableBusiness, or canceled without fair consideration any material debts or claims owing to or held by itclaims; (ii) vii. sold, assigned, leased, licensed, transferred, abandoned or permitted to lapse any Government Licenses whichotherwise encumbered, individually or other than in the aggregateOrdinary Course of Business, are material to the Business or any portion thereof, or any of the Proprietary Rights its Intellectual Property or other intangible assets, or disclosed any material proprietary confidential information Confidential Information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license abandoned or sublicense of any rights under or with respect permitted to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or lapse any of its Intellectual Property or other stockholders or any employeeintangible assets, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made in either case material to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practiceits business; (v) viii. suffered any extraordinary loss, damage, destruction or casualty loss losses or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course Ordinary Course of business Business or consistent with past custom and practice; (vi) received notificationix. delayed or postponed the payment of any accounts or commissions payable or any other liability or obligations or agreed or negotiated with any party to extend the payment date of any accounts or commissions payable or accelerated the collection of any notes, accounts or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Businesscommissions receivable; (vii) become subject x. made commitments for capital expenditures which have not been funded prior to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages date hereof that aggregate in excess of $50,000; or10,000; xi. made any charitable contributions or pledges; xii. suffered any damage, destruction, or casualty loss exceeding in the aggregate $10,000 (ixwhether or not covered by insurance); xiii. except for salary or commission advances to Employees, made any loans or advances to, investment in, or guarantees for the benefit of, any Person or taken steps to incorporate any Subsidiary; xiv. made any change in any method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to Buyer; xv. entered into any employment or consulting contract (written or oral) or changed the employment terms for any Employee or agent or made or granted any bonus or any wage, salary, or compensation increase to any director, officer, Employee, sales representative, or group of Employees or made or granted any increase in any Company Plan or arrangement, or amended or terminated any existing Company Plan, incentive arrangement, or other benefit covering any of the Employees or adopted any new Company Plan, incentive arrangement or other benefit covering any of the Employees; xvi. entered into any collective bargaining agreement or relationship with any labor organization or entered into any other material labor contracts; xvii. entered into any contract, agreement or arrangement out of the Ordinary Course of Business or prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; xviii. amended any of its organizational or governing documents; xix. entered into any other transaction, other than in the ordinary course Ordinary Course of Business, or materially changed any business consistent with past custom and practice; xx. entered into any compromise or settlement of any litigation, proceeding, or governmental investigation affecting the Company or any of the Subsidiaries; xxi. implemented any plant closing or layoff of Employees that could implicate the WARN Act; or xxii. agreed or otherwise committed, whether orally or in writing, to do any of the foregoing. (b) No party c. None of the Company, any of the Subsidiaries, or any of their Representatives on their behalf has acceleratedat any time made any payments for political contributions or made any bribes, terminatedkickback payments, modified or canceled any Assigned Contractother illegal payments.

Absence of Certain Developments. Since January 24, 1997, there has been no adverse change in the Acquired Assets, the Assumed Liabilities, or the financial condition, operating results, assets, customer or supplier relations, employee relations or business prospects of the Business. Without limiting the generality of the preceding sentence, except as expressly contemplated by this Agreement, since January 24, 1997, Seller has not: (a) Except as set forth engaged in any activity which has resulted in the attached "Developments Schedule," since August 31acceleration or delay of the collection of its accounts or notes receivable or any delay in the payment in its accounts payable, 1998, Seller has conducted in each case as compared with its custom and practice in the conduct of the Business only immediately prior to January 24, 1997; (b) discharged or satisfied any Lien or paid any obligation or liability which would not constitute an Assumed Liability, if it were unpaid on the Closing Date, other than current liabilities paid in the ordinary course of business the Business and consistent with Seller's past custom and practice practice; (including, without limitation, c) except with respect to purchase money security interests arising in connection with equipment acquired by the offering Seller in the ordinary course of special sales business, mortgaged or incentive programs pledged any Acquired Asset or subjected any Acquired Asset to any Lien; (d) sold, assigned, conveyed, transferred, canceled or waived any property, tangible asset, Proprietary Right of Seller or other intangible asset or right which, if it were held by Seller on the filling of its distribution channels)Closing Date, has incurred no liabilities would constitute an Acquired Asset other than in the ordinary course of business the Business and consistent with Seller's past custom and practice, and Seller has not:; (ie) solddisclosed any Confidential Information to any Person other than Purchaser and Purchaser's representatives, assigned or transferred agents, attorneys, accountants and present and proposed financing sources; (f) waived any of its assets, except for sales of inventory right other than in the ordinary course of business the Business or consistent with Seller's past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (iig) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses made commitments for capital expenditures which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightswould exceed $500,000; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (ivh) made any loans loan or advances advance to, or guarantees guarantee for the benefit of, or entered into any transaction with PDK Investment (other than Investments which constitute Excluded Assets) in, any other Person; (i) granted any bonus or any of its increase in wages, salary or other stockholders compensation to any employee (other than any increase in wages or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred salaries granted in the ordinary course of business the Business and consistent with Seller's past practice granted to any employee who is not affiliated with Seller other than by reason of such Person's employment by Seller); (j) suffered damages, destruction or casualty losses which, in the aggregate, exceed $10,000 (whether or not covered by insurance) to any Acquired Asset, or any other property or asset which, if it existed and was held by Seller on the Closing Date, would constitute an Acquired Asset; (k) entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis transaction other than in the ordinary course of business the Business, and consistent with Seller's past custom and practice; (v) suffered , or entered into any extraordinary lossother material transaction, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notificationthe Business which may adversely affect the Business, the Acquired Assets, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000Assumed Liabilities; or (ixl) entered into agreed to do any other material transaction, other than act described in the ordinary course any of business consistent with past custom and practiceclauses 6.8(a) through (k) above. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except Since the date of the Latest Balance Sheet, there has not occurred any Material Adverse Effect and the Company has conducted its businesses in the Ordinary Course of Business in all material respects and in compliance with applicable Law. Since the date of the Latest Balance Sheet, the Company has not taken any of the following actions: (i) amended or permitted the amendment of its Organizational Documents (except to the extent directly related to the Reorganization); (ii) (A) issued, transferred, encumbered, pledged, granted, delivered, or sold any Equity Interests or other Equity Interests or award agreements, warrants, options, or other rights to acquire Equity Interests or (B) amended or modified any term of any Equity Interest, Alt5_MSwipe_SPA_030325.rwk.8a7 including any equity plans or award agreements, or, in each case of subclauses (A) and (B), authorized or proposed any of the foregoing actions; (iii) entered into a Contract imposing any material restrictions upon the ability of the Company or any of its Affiliates to freely engage in their businesses anywhere in the world (including freely hiring or soliciting employees other than such restrictions on hiring or soliciting employees entered into in the Ordinary Course of Business) or materially limiting their right to compete in any line of business; (iv) entered into a contract relating to the acquisition of, or acquired, a business or, except for inventory and other tangible property acquired in the Ordinary Course of Business, assets or properties having a fair market value in excess of US$50,000 in the aggregate (including by merger or consolidation or by the acquisition of Equity Interests of any other Person); (v) entered into a collective bargaining agreement; (vi) made any change in any method of accounting or accounting practice or policy used by the Company, other than changes required by GAAP or applicable Law; (vii) entered into, amended, or modified any agreement, arrangement, or transaction with any Company Related Party, other than pursuant to a benefit plan as expressly required by this Agreement; (viii) entered into a Contract under which a Person (other than the Company) is advanced or loaned by the Company; (ix) except pursuant to the terms as in effect on the date hereof of any Benefit Plan set forth on Schedule 2.14(a), (i) increased or changed the compensation or benefits payable or provided to any employee, officer, director, independent contractor, or other individual service provider of the Company (or for whom the Company is directly or indirectly liable) with annual base compensation in excess of ten percent (10%) US$100,000.00, (ii) became a party to, established, adopted, amended, modified, or terminated any material Benefit Plan, (iii) taken any action to accelerate the timing of any payment, funding, or vesting of any payment or benefit payable or provided or to become payable or provided to any current or former employee, officer, director, independent contractor or other individual service provider of the Company (or for whom the Company is directly or indirectly liable), or (iv) hired, engaged, promoted or terminated (other than for cause) any employee, officer, director, independent contractor or other individual with annual base compensation in excess of US$200,000.00; (x) subjected to any Lien, any assets, or properties (whether tangible or intangible) material to the Company, except for Permitted Liens; (xi) sold, assigned, licensed, transferred, conveyed, leased, or otherwise disposed of any assets or properties having a value in excess of US$100,000.00 in the attached "Developments Schedule," since August 31, 1998, Seller has conducted aggregate (except for the Business only purpose of disposing of obsolete assets or properties); (xii) other than in the ordinary course Ordinary Course of business consistent with past custom Business in an aggregate principal amount not to exceed of US$100,000.00, incurred, canceled, compromised, assumed, guaranteed, refinanced, replaced, extended, or otherwise became liable for any Indebtedness, any and practice all of which, for the avoidance of doubt, shall be included as Indebtedness; (includingxiii) amended, without limitationmodified, extended, renewed, or terminated any lease for the Leased Real Property, or entered into any new Contract or agreement for the sale, acquisition, lease, use or occupancy of any real property; (i) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization, or converted or Alt5_MSwipe_SPA_030325.rwk.8a8 otherwise changed the form of legal entity, in each case, with respect to the offering Company, (ii) split, subdivided, combined, or reclassified any other Equity Interests of special sales the Company or incentive programs (iii) redeemed, repurchased, retired or the filling of its distribution channels)otherwise acquired or offered to redeem, has incurred no liabilities repurchase, retire, or otherwise acquire any other than in the ordinary course of business consistent with past custom and practice, and Seller has not:Equity Interests; (xv) (i) soldinitiated any Action, assigned (ii) entered into any settlement or transferred any of its assets, except for sales of inventory in the ordinary course of business consistent release with past custom and practice, or mortgaged, pledged or subjected them respect to any material Lien, except for Liens for current property Taxes not yet due and payable, Action or canceled without fair consideration (iii) waived any material debts claims or claims owing to or held by itrights; (iixvi) sold, assigned, transferred, abandoned made or permitted agreed to lapse make any Government Licenses whichcapital expenditures exceeding US$100,000.00, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iiixvii) conducted its cash management customs terminated, amended, or modified any Material Contract, except for amendments and practices renewals (including, without limitation, such renewals on substantially the collection of receivables, payment of payables same or more Company favorable terms and maintenance of inventory control conditions as the then existing terms and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)conditions) other than in the usual and ordinary course Ordinary Course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit ofBusiness, or entered into any transaction contract or agreement that would constitute a Material Contract; (xviii) canceled or terminated any insurance policy required to be listed on Schedule 2.15 or allowed any coverage under any such policy to lapse, unless simultaneously with PDK such cancellation, termination, or any lapse, replacement policies underwritten by insurance or re-insurance companies of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred nationally recognized standing in the ordinary course of business United States providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policy were in full force and effect; (xix) formed any Subsidiary or entered into any transaction, arrangement or contract (including, without limitation, any transfer new line of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practicebusiness; (vxx) suffered assigned, sold, transferred, licensed, permitted to lapse, disposed of, or abandoned any extraordinary lossof, damage, destruction or casualty loss or waived any rights of material valueto, whether or not covered by insurance and whether or not the Owned Intellectual Property, except for non-exclusive licenses granted in the ordinary course Ordinary Course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (viixxi) become subject to made any material liabilities, except current liabilities incurred change in the ordinary course policies with respect to cash management practices, including the payment of business and liabilities under contracts entered into in accounts payable or accrued expenses or the ordinary course collection of business consistent accounts receivable or other receivables, or otherwise make any change with past custom and practicerespect to the management of working capital; (viiixxii) settled waived or compromised released any litigation involving equitable relief non-competition, non-solicitation, nondisclosure, noninterference, non-disparagement, or involving other restrictive covenant obligation of any money damages current or former employee or independent contractor; (xxiii) declared or paid any dividends on or made other distributions in excess respect of $50,000their respective Equity Interests or otherwise; or (ixxxiv) entered into authorized, committed, or agreed to take any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing actions. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth in on the attached "Developments Schedule," DEVELOPMENTS SCHEDULE, since August December 31, 1998, Seller has conducted neither the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling Company nor any of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notSubsidiaries has: (ia) soldissued any notes, assigned bonds or transferred other debt securities or any of its assetscapital stock or other equity securities or any securities or rights convertible, except for sales of inventory in the ordinary course of business consistent with past custom and practice, exchangeable or mortgaged, pledged exercisable into any capital stock or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itother equity securities; (iib) sold, assigned, transferred, abandoned borrowed any amount or permitted to lapse any Government Licenses which, individually incurred or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and consistent with past practice; (c) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities under contracts entered into paid in the ordinary course of business; (d) declared, set aside or made any payment or distribution of cash (including so-called "tax distributions") or other property to any of its shareholders with respect to such shareholder's capital stock or otherwise, or purchased, redeemed or otherwise acquired any shares of its capital stock or other equity securities (including any warrants, options or other rights to acquire its capital stock or other equity); (e) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Liens; (f) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its tangible assets, except in the ordinary course of business consistent with past custom and practice, or canceled any material debts or claims; (viiig) settled sold, assigned, transferred, leased, licensed or compromised otherwise encumbered any litigation involving equitable relief or involving Intellectual Property Rights, disclosed any money damages in excess of $50,000; or proprietary confidential information to any Person (ix) entered into any other material transaction, than to Buyer and its Affiliates and other than in the ordinary course of business consistent with past custom and practice.practice in circumstances in which it has imposed reasonable confidentiality restrictions), or abandoned or permitted to lapse any Intellectual Property Rights; (bh) No made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached CONTRACTS SCHEDULE); or entered into, amended or terminated any collective bargaining agreement or other employment agreement; 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; (i) implemented any plant closing or other layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act, as amended, or any similar foreign, state or local law, regulation or ordinance; (j) suffered any extraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice) in excess of $10,000 in the aggregate; (k) made capital expenditures or commitments therefor that amount in the aggregate to more than $10,000; (l) delayed or postponed the payment of any accounts payable or commissions or any other liability or obligation or agreed or negotiated with any party has acceleratedto extend the payment date of any accounts payable or commissions or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable other than in accordance with past practice; (m) made any loans or advances to, terminatedguaranties for the benefit of, modified or canceled any Assigned ContractInvestments in, any Person (other than advances to the Company's or its Subsidiaries' employees in the ordinary course of business consistent with past practice); (n) made any charitable contributions or pledges exceeding in the aggregate $5,000 or made any political contributions; (o) suffered any damage, destruction or casualty loss exceeding in the aggregate $10,000, whether or not covered by insurance; (p) made any change in any method of accounting or accounting policies or made any write-down in the value of its inventory that is material or that is other than in the usual, regular and ordinary course of business consistent with past practice or reversed any accruals (whether or not in the ordinary course of business or consistent with past practice); (q) made any Investment in or taken any steps to incorporate any Subsidiary; (r) amended its articles of incorporation, by-laws or other organizational documents; (s) entered into, amended or terminated any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business anywhere in the world; (t) taken any action or failed to take any action that has, had or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales to the trade or other customers that would otherwise be expected to occur after the Closing; (u) entered into, amended or terminated any contract other than in the ordinary course of business consistent with past practice, entered into any other material transaction, whether or not in the ordinary course of business or consistent with past practice, or materially changed any business practice; or (v) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. (a) Except as set forth on Schedule 4.8 attached hereto (the “Developments Schedule”) and except as expressly contemplated by this Agreement, since the date of the Latest Balance Sheet, the Company has not: (a) suffered a material adverse change in the attached "Developments Schedule," since August 31business or financial condition or operating results or earnings or assets or customer, 1998supplier, Seller employee and sales representative relations, taken in the aggregate, or business condition or financing arrangements of the Company and there has conducted been no material casualty loss or damage to the Business only assets of the Company (whether or not covered by insurance); (b) redeemed or repurchased, directly or indirectly, any shares of capital stock or declared, set aside or paid any dividends or made any other distributions with respect to any shares of its capital stock; (c) issued, sold or transferred any notes, bonds or other debt securities or any equity securities, securities convertible, exchangeable or exercisable into equity securities, or warrants, options or other rights to acquire equity securities, of the Company; (d) borrowed any amount or incurred or become subject to any liabilities, except trade payables incurred in the ordinary course of business consistent with past custom and practice practice; (includinge) discharged or satisfied any lien or encumbrance or paid any obligation or liability, without limitationor prepaid any amount of indebtedness for borrowed money, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than those discharged, satisfied, paid or prepaid in the ordinary course of business consistent with past custom and practice, and Seller has not:business; (if) mortgaged, pledged or subjected to any Lien any portion of its properties or assets; (g) sold, leased, assigned or transferred (including transfers to Seller or any employees or affiliates of the Company) a portion of its tangible assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled cancelled without fair consideration any material debts or claims owing to or held by it; (iih) sold, assigned, transferred, abandoned licensed or permitted transferred (including without limitation transfers to lapse any Government Licenses which, individually or in the aggregate, are material to the Business Seller or any portion thereof, employees or any affiliates of the Company) any Proprietary Rights or other intangible assets, (as defined in Section 4.14) or disclosed any material proprietary confidential information other than pursuant to agreements preserving all rights of the Company in such confidential information or, to the Company’s knowledge, received any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense written confidential information of any rights under or with respect to third party in violation of any Proprietary Rightsobligation of confidentiality; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (vi) suffered any extraordinary loss, damage, destruction or casualty loss losses or waived in writing any rights of material significant value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vij) received notificationsuffered any theft, damage, destruction or become aware casualty loss in excess of facts which would lead a reasonable person $10,000 per incident and $40,000 in the aggregate, to believeits tangible assets, that whether or not covered by insurance or suffered any material customer or supplier will stop or decrease in any material respect substantial destruction of the rate of business done with the BusinessCompany’s books and records; (viik) become subject to entered into, amended or terminated any material liabilitieslease, except current liabilities incurred contract, agreement or commitment, whether oral or written (any “Contract”), or taken any other action or entered into any other transaction other than in the ordinary course of business and liabilities under contracts in accordance with past custom and practice, or entered into any transaction with any insider (as defined in Section 4.22); (l) made or granted any bonus or any wage, salary or compensation increase to any director, officer, employee or consultant 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 the ordinary course of business, consistent with past practices; (m) conducted its cash management customs and practices other than in the usual and ordinary course of business consistent in accordance with past custom and practice; (viiin) settled made any capital expenditures or compromised any litigation involving equitable relief or involving any money damages commitments for capital expenditures that aggregate in excess of $50,00040,000; (o) made any loans or advances to, or guarantees for the benefit of, any persons, except for advances made to employees not in excess of $15,000 in the aggregate; (p) made any charitable contributions, pledges, association fees or dues; (q) entered into any lease of capital equipment or real estate involving rental in excess of $15,000 per annum; or (ixr) entered into changed or authorized any other material transactionchange in its articles of incorporation or by-laws, other than in the ordinary course of business consistent with past custom and practiceexcept as expressly required by Section 2.1(l). (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth in on the attached "Developments Schedule," DEVELOPMENTS SCHEDULE, since August March 31, 19981999, Seller has conducted the Business only in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to the offering of special sales or incentive programs or the filling of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller Company has not: (ia) soldissued any notes, assigned bonds or transferred other debt securities or any of its assetscapital stock or other equity securities or any securities or rights convertible, except for sales of inventory in the ordinary course of business consistent with past custom and practice, exchangeable or mortgaged, pledged exercisable into any capital stock or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itother equity securities; (iib) sold, assigned, transferred, abandoned borrowed any amount or permitted to lapse any Government Licenses which, individually incurred or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred in the ordinary course of business or entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practice; (v) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and consistent with past practice or liabilities under contracts entered into for equipment purchases paid prior to Closing; (c) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business or equipment liens paid off prior to Closing; (d) declared, set aside or made any payment or distribution of cash (including so-called "tax distributions") or other property, other than the real property contemplated in the Lease Agreement with respect to the Company's stockholder's capital stock or otherwise, or purchased, redeemed or otherwise acquired any shares of its capital stock or other equity securities (including any warrants, options or other rights to acquire its capital stock or other equity); (e) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Liens or unless removed prior to Closing; (f) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its tangible assets, except in the ordinary course of business consistent with past custom and practice, or canceled any material debts or claims; (viiig) settled sold, assigned, transferred, leased, licensed or compromised otherwise encumbered any litigation involving equitable relief or involving Intellectual Property Rights, disclosed any money damages in excess of $50,000; or proprietary confidential information to any Person (ix) entered into any other material transaction, than to Buyer and its Affiliates and other than in the ordinary course of business consistent with past custom and practice.practice in circumstances in which it has imposed reasonable confidentiality restrictions), or abandoned or permitted to lapse any Intellectual Property Rights; (bh) No made or granted any bonus or any wage or salary increase to any management employee except as described on the EMPLOYEE SCHEDULE, 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 for the health insurance plan described on the EMPLOYEE BENEFIT SCHEDULE or entered into, amended or terminated any collective bargaining agreement or other employment agreement except for the collective bargaining agreement described on the CONTRACTS SCHEDULE; (i) implemented any plant closing or other layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act, as amended, or any similar foreign, state or local law, regulation or ordinance; (j) suffered any extraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice) in excess of $10,000 in the aggregate; (k) made capital expenditures or commitments therefor that amount in the aggregate to more than $10,000, except for equipment purchases and leasehold improvements as described in the ASSETS SCHEDULE; (l) delayed or postponed the payment of any accounts payable or commissions or any other liability or obligation or agreed or negotiated with any party has acceleratedto extend the payment date of any accounts payable or commissions or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable; (m) made any loans or advances to, terminatedguaranties for the benefit of, modified or canceled any Assigned ContractInvestments in, any Person (other than advances to the Company's employees or subcontractors in the ordinary course of business consistent with past practice); (n) made any charitable contributions or pledges exceeding in the aggregate $5,000 or made any political contributions; (o) suffered any damage, destruction or casualty loss exceeding in the aggregate $10,000, whether or not covered by insurance; (p) made any change in any method of accounting or accounting policies or made any write-down in the value of its inventory that is material or that is other than in the usual, regular and ordinary course of business consistent with past practice or reversed any accruals (whether or not in the ordinary course of business or consistent with past practice); (q) made any Investment in or taken any steps to incorporate any Subsidiary; (r) amended its articles of incorporation, by-laws or other organizational documents; (s) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business anywhere in the world; (t) taken any action or failed to take any action that has, had or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales to the trade or other customers that would otherwise be expected to occur after the Closing; (u) entered into, amended or terminated any contract other than in the ordinary course of business consistent with past practice, entered into any other material transaction contemplating consideration in an amount or having a value in excess of $250,000 (other than transactions with customers and suppliers), whether or not in the ordinary course of business or consistent with past practice, or materially changed any business practice; or (v) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. (a) Since the date of the Latest Balance Sheet, there has not been any Material Adverse Effect. Except as set forth in expressly contemplated by this Agreement, since the attached "Developments Schedule," since August 31date of the Latest Balance Sheet to the date hereof, 1998, Seller has the Company and its Subsidiaries have conducted the Business only their business in the ordinary course of business consistent with past custom and practice (includingbusiness. Except as set forth on Schedule 3.6 or except as expressly contemplated by this Agreement, without limitation, with respect since the date of the Latest Balance Sheet to the offering of special sales or incentive programs or date hereof, neither the filling Company nor any of its distribution channels), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and Seller has notSubsidiaries has: (ia) amended or modified its certificate of formation or limited liability company agreement (or equivalent governing documents); (b) sold, assigned or transferred any of its material assets, except for sales of inventory in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by it; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom business; (c) sold, assigned, allowed to lapse, licensed, abandoned, transferred or otherwise disposed of any Company Intellectual Property, except for non-exclusive licenses granted to customers in the Ordinary Course; (d) disclosed any material Trade Secrets to any Person other than pursuant to a written and practiceenforceable confidentiality agreement that requires such Person to maintain the confidentiality and security of such information; (e) issued, sold or transferred any of its membership interests or other equity securities, securities convertible into its membership interests or other equity securities or warrants, options or other rights to acquire its membership interests or other equity securities, or granted any license bonds or sublicense debt securities; (f) changed or modified in any manner accounting, cash management and working capital policies and procedures, including (but not limited to) its existing credit, collection and payment policies and procedures, customer and vendor policies and procedures, prepayment of expenses, accrual of expenses, deferral and/or recognition of revenue, and acceptance of customer deposits. (g) made any rights under material capital investment in, or any material loan to, any other Person (other than a Subsidiary of the Company), except in the ordinary course of business; (h) declared, set aside, or paid any dividend or made any distribution with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices (includingmembership interests or redeemed, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) made any loans or advances topurchased, or guarantees for the benefit of, or entered into any transaction with PDK or otherwise acquired any of its other stockholders or any employee, officer or director of Seller or PDKmembership interests, except for dividends or distributions made by the transactions contemplated by this Agreement and for advances consistent with past custom and practice made Company’s Subsidiaries to Seller's employees, officers and directors for travel expenses incurred their respective parents in the ordinary course of business or entered into tax distributions made in the ordinary course of business; (i) made any transactionmaterial capital expenditures or commitments therefor, arrangement except in the ordinary course of business; (j) except as required by applicable Law or contract (including, without limitation, any transfer the terms of any assets Plan, (A) granted or agreed to grant any change in control, transaction or retention bonus to any current (or former) employee or other individual service provider of placing a Lien on the Company or any assetsof its Subsidiaries, or increased or agreed to increase any of the foregoing payments, (B) except on an arms-length basis increased the compensation payable or paid, whether conditionally or otherwise, to any current (or former) employee or other individual service provider (other than any increase adopted in the ordinary course of business consistent in accordance with past custom and practice for any non-officer employee whose annual base compensation does not exceed $125,000 after giving effect to such increase), (C) amended, terminated or adopted any plan, agreement, program, arrangement, practice, or policy that would be a Plan if it were in existence as of the date of this Agreement or (D) taken any action, or granted any right, to accelerate the vesting, funding or payment of any compensation or benefits; (vk) suffered any extraordinary losshired, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (vi) received notificationengaged, or become aware terminated the employment or engagement of facts which would lead a reasonable person to believe, that any material customer employee or supplier will stop or decrease in any material respect the rate of business done independent contractor with the Business; (vii) become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages annual base compensation in excess of $50,000125,000; (l) negotiated, entered into, amended or extended any collective bargaining agreement or other contract with a Union; (m) implemented any layoffs affecting, placed on unpaid leave or furlough, or materially reduced the hours or weekly pay of, ten (10) or more employees; (n) adopted a plan of liquidation, dissolution, merger, consolidation or other reorganization; or (ixo) entered into committed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth on Schedule 4.8: (a) since the Latest Balance Sheet Date, except for the Excluded Assets or the disposition of obsolete equipment, neither Sellers nor any Company has sold, leased, transferred or assigned any of the material assets of any Company, tangible or intangible, other than for reasonable consideration in the attached "Developments Schedule," Ordinary Course of Business; (b) since August 31the Latest Balance Sheet Date, 1998no Company has entered into any Contract (or series of related Contracts with the same Person), Seller that is not terminable upon ninety (90) days’ written notice or less without penalty or acceleration of any obligations thereunder, obligating a Company to make aggregate annual payment of more than $[*] that is outside the Ordinary Course of Business; (c) since the Latest Balance Sheet Date, no Person (including Sellers or any Company) has conducted accelerated, suspended, terminated, materially and adversely modified or canceled any Contract (or series of related Contracts with the Business only same Person) obligating a Person to make aggregate annual payments to a Company of more than $[*] to which any Company is a party or by which it is bound; (d) since the Last Fiscal Year End, other than in the ordinary course Ordinary Course of business consistent Business, no material Encumbrance has been imposed on any asset of any Company; (e) since the Latest Balance Sheet Date, no Company has made any capital expenditure (or series of related capital expenditures with past custom the same Person) 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 and practice acquisitions with the same Person) outside the Ordinary Course of Business; (includingf) since the Latest Balance Sheet Date, without limitationother than advances on existing credit facilities in the Ordinary Course of Business, no Company has created, incurred, assumed or guaranteed any Indebtedness; (g) since the Latest Balance Sheet Date, no Company has delayed, postponed or accelerated the payment of accounts payable or other liabilities or the receipt of any accounts receivable, in each case in any material respect, except in the Ordinary Course of Business; (h) since the Latest Balance Sheet Date, other than with respect to the offering Excluded Assets, no Company has canceled, compromised, waived or released any material right or claim (or series of special sales related rights or incentive programs or claims related to the filling of its distribution channels), has incurred no liabilities other than same Person) except in the ordinary course Ordinary Course of business consistent with past custom and practice, and Seller has not:Business; (i) soldsince the Latest Balance Sheet Date, assigned there has been no change made, or transferred any of its assetsauthorized to be made, except for sales of inventory in the ordinary course Organizational Documents of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itCompany; (iij) soldsince the Latest Balance Sheet Date, assignedno Company has experienced any damage, transferred, abandoned destruction or permitted to lapse any Government Licenses which, individually or loss (not covered by insurance) in excess of $[*] in the aggregate, are material aggregate to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rightsits property; (iiik) conducted its cash management customs and practices (includingsince the Latest Balance Sheet Date, without limitation, the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business consistent with past custom and practice; (iv) no Company has made any loans or advances loan to, or guarantees for the benefit of, or entered into any other transaction with PDK with, any Seller, any Business Employee or any Company’s directors, officers, employees or independent contractors, or any Affiliate of the foregoing, other than those contemplated by the Agreement, advances in the Ordinary Course of Business, not exceeding $[*] in the aggregate, to Business Employees that are not Sellers, Affiliates of any Seller, or officers, managers or directors of any Company; (l) since the Latest Balance Sheet Date, no Company has entered into any Plan or any other employment, consulting, severance, retention, change in control or indemnification agreements; (m) since the Last Fiscal Year End, no Company has entered into, or become bound by, any collective bargaining agreement or other obligation to any labor organization or employee representative, in each case, whether written or oral, or materially modified the terms of any such existing agreement except as required by applicable Law and there has not been any material work stoppages, strikes or threats thereof; (n) since the Last Fiscal Year End, no Company has made any material change in accounting principles; (o) since the Last Fiscal Year End, to Seller’s Knowledge, no written complaint or investigation against any Company has been commenced by any Governmental Entity; (p) since the Latest Balance Sheet Date, there has been no increase to the salary, wage or other compensation or level of benefits payable or to become payable by any Company to any of its other stockholders officers, managers, directors, Business Employees, agents or Independent Contractors (including any Seller, in their capacities as such) except in the Ordinary Course of Business; (q) since the Last Fiscal Year End, no Material Adverse Effect has occurred; (r) since the Last Fiscal Year End, no Company has received any written notice from any material supplier, Governmental Entity or any employeeother Person, officer the result of which would materially and adversely impact the Business; (s) since the Latest Balance Sheet Date, no Company has issued, sold or director otherwise disposed of Seller any of its Ownership Interests, or PDKgranted 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; [*] Please refer to footnote 1 on page 1 of this Exhibit 2.5 (t) since the Last Fiscal Year End, except in the Ordinary Course of Business, no Company has (i) made any settlement of or compromised any Tax liability, 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; or (iv) taken any other action that would have the effect of increasing the Tax liability of any Company for any period (or portion thereof) beginning after the Closing Date; (u) since the Latest Balance Sheet Date, except for the transactions contemplated by this Agreement and for advances consistent Cash Sweep, no Company has declared, set aside or paid any dividend or made any distribution with past custom and practice made respect to Seller's employeesits Ownership Interests (whether in cash or in kind) or redeemed, officers and directors for travel expenses incurred in the ordinary course purchased or otherwise acquired any of business its Ownership Interests or entered into split, combined or reclassified any transaction, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practiceits Ownership Interests; (v) suffered since the Latest Balance Sheet Date, except as part of the requirements of the Closing, no Company has discharged or satisfied any extraordinary lossEncumbrance or paid any liability, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not other than current liabilities paid in the ordinary course Ordinary Course of business or consistent with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (viiw) become subject since the Latest Balance Sheet Date, except as required by applicable Law, no Company has adopted or terminated or made any material amendment or modification to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practicePlans; (viiix) settled since the Latest Balance Sheet Date, no Company has taken any action outside of the Ordinary Course of Business, except for actions explicitly permitted, contemplated or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000required by this Agreement; orand (ixy) entered into since the Latest Balance Sheet Date or the Last Fiscal Year End (as applicable), neither Sellers nor any other material transaction, other than Company has committed or agreed (in writing or otherwise) to take any of the ordinary course of business consistent with past custom and practiceactions described in this Section 4.8. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.

Absence of Certain Developments. (a) Except as set forth on Section 5G(a) of the Company Disclosure Letter, since the date of the Latest Balance Sheet, (x) the Company and its Subsidiaries have conducted their business in the attached "Developments Schedule," ordinary course, consistent with past practice to the extent relevant, and (y) there has not been any event, change, condition, state of facts or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. In addition, and without limiting the foregoing, except as set forth on Section 5G(b) of the Company Disclosure Letter or as expressly permitted or expressly required by the terms of this Agreement, since August 31the date of the Latest Balance Sheet, 1998neither the Company nor any of its Subsidiaries has: (i) issued or sold any of its equity interests or other equity securities, Seller has conducted the Business only securities convertible into its equity interests or other equity securities, or warrants, options or other rights to purchase its equity interests or other equity securities; (ii) sold, assigned or transferred any material portion of its tangible properties or assets, except in the ordinary course of business business, consistent with past custom and practice (including, without limitation, with respect to the offering of special sales extent relevant; (iii) sold, assigned, leased, licensed, conveyed or incentive programs otherwise transferred any rights under any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, in each case owned by the filling Company or any of its distribution channels)Subsidiaries, has incurred no liabilities other than in the ordinary course of business business, consistent with past custom and practice, and Seller has not: (i) sold, assigned or transferred any of its assets, except for sales of inventory in practice to the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any material Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by itextent relevant; (iiiv) sold, assigned, transferred, abandoned or permitted to lapse any Government Licenses which, individually or in the aggregate, are material to the Business or any portion thereof, or any of the Proprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, made or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (iii) conducted its cash management customs and practices material bonus (including, without limitation, any transaction bonus or retention bonus), compensation or salary increase to any former or current employee or group of former or current employees (except for increases in base compensation not exceeding 5% in the collection aggregate in the ordinary course of receivablesbusiness, payment of payables and maintenance of inventory control and pricing and credit practices consistent with past practice to the extent relevant), or made, granted any increase in or established any employee benefit, severance, insurance, deferred compensation, pension, retirement or profit sharing plan or materially amended or terminated any existing Employee Benefit Plan (including, without limitation, extension of credit terms or sales discount programs)) other than in the usual and ordinary course of business business, consistent with past custom practice to the extent relevant and practiceexcept as may be required by, or in order to facilitate compliance with, applicable law), or adopted any new Employee Benefit Plan; (ivv) paid (or committed to pay) any management fee or made (or committed to make) any loan or distribution of property or assets of the Company or any of its Subsidiaries to any member, or declared, paid or set aside for payment any dividend or distribution with respect to the equity interests of the Company, or purchased or redeemed (or committed to purchase or redeem) any equity interests of the Company; (vi) written down or cancelled any material receivables or debt, or waived or released any material right or claim, except for cancellations, waivers and releases in the ordinary course of business, consistent with past practice to the extent relevant; (vii) suffered any material judgment with respect to, or made any material settlement of, any Legal Proceeding; (viii) effected any material change in accounting practices and procedures, other than changes as a result of changes in GAAP; or (ix) made or authorized any capital expenditures in excess of $50,000 individually or $250,000 in the aggregate; (x) entered into or materially amended any employment, severance or similar agreement with any equityholder, director, officer or employee, or changed the job title, position or job responsibilities of any senior management employees of the Company or its Subsidiaries; (xi) acquired or disposed of any hospitals, facilities or businesses, other than the opening or establishment of new hospitals, facilities or businesses; (xii) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with PDK or any of its other stockholders or any employee, officer or director of Seller or PDK, Persons (except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to Seller's employees, officers and directors for travel expenses incurred employees in the ordinary course of business or entered into any transactionbusiness, arrangement or contract (including, without limitation, any transfer of any assets of placing a Lien on any assets) except on an arms-length basis in the ordinary course of business consistent with past custom and practicepractice to the extent relevant); (vxiii) suffered any extraordinary lossmaterial destruction, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent other casualty with past custom and practice; (vi) received notification, or become aware of facts which would lead a reasonable person to believe, that any material customer or supplier will stop or decrease in any material respect the rate of business done with the Business; (vii) become subject to any material liabilities, except current liabilities incurred assets which are used in the ordinary course operation of business and liabilities under contracts entered into in the ordinary course conduct of business consistent with past custom and practice; (viii) settled or compromised any litigation involving equitable relief or involving any money damages in excess of $50,000its business; or (ixxiv) entered into agreed to do any other material transaction, other than in of the ordinary course of business consistent with past custom and practiceforegoing. (b) No party has accelerated, terminated, modified or canceled any Assigned Contract.