Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.103.16 or as disclosed in the Parent SEC Filings or as otherwise contemplated by this Agreement, since December 31the Latest Parent Balance Sheet, 2008, Subsidiary and the Business has been Parent conducted its business only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not beenoccurred: (a) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse EffectEffect on Parent or Merger Subsidiary; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking event that would reasonably be expected to prevent or other casualty loss (whether or not covered by insurance) affecting Subsidiary or materially delay the Business or any Purchased Asset in any material respectperformance of Parent’s obligations pursuant to this Agreement; (c) any purchasematerial change by Parent in its accounting methods, sale, mortgage, pledge, lease, principles or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionspractices; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the shares of capital stock (of Parent or other applicable equity or beneficial interest) of Subsidiary, Merger Subsidiary or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock of Parent’s or Merger Subsidiary’s securities; (e) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred-compensation, pension, retirement, profit-sharing, stock-option, stock-purchase or other applicable equity employee-benefit plan of Parent or beneficial interestMerger Subsidiary (including without limitation the granting of stock options, stock-appreciation rights, performance awards or restricted stock awards), or any Option other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of Parent or Merger Subsidiary; (f) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect tothereto by Parent or Merger Subsidiary; (g) any amendment to the Articles of Incorporation or bylaws of Parent or the Certificate of Incorporation or bylaws, if any, of Merger Subsidiary; (h) other than in the ordinary course of business consistent with past practice, any (1) capital expenditures by Parent or Merger Subsidiary, (2) purchase, sale, assignment or transfer of any material assets by Parent or Merger Subsidiary, (3) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of Parent or Merger Subsidiary, except for 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 Parent, or (4) cancellation, compromise, release or waiver by Parent or Merger Subsidiary of any rights of material value or any material debts or claims; (i) any incurrence by Parent or Merger Subsidiary of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice; (j) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Parent; (k) entry by Parent or Merger Subsidiary into any authorizationagreement, issuancecontract, sale lease or license other disposition by Subsidiary than in the ordinary course of any shares of capital stock (or other applicable equity or beneficial interest) of, or option business consistent with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarypast practice; (l) any (A) reorganizationacceleration, liquidation termination, modification or dissolution cancellation of Seller any agreement, contract, lease or license to which Parent or Merger Subsidiary is a party or (B) business combination involving Seller or Subsidiary and by which any other Personof them is bound; (m) entry by Parent or Merger Subsidiary into any amendment to the organizational documents loan or other transaction with any officers, directors or employees of Subsidiary Parent or the taking of any action with respect to any such amendmentMerger Subsidiary; (n) except as set forth on Schedule 6.10(n), any violation, breach charitable or default under, other capital contribution by Parent or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Merger Subsidiary or Seller and relating to pledge therefor; (o) entry by Parent or Merger Subsidiary into any transaction of a material nature other than in the Business or the Purchased Assetsordinary course of business consistent with past practice; or (op) any entering into of an negotiation or agreement by the Parent or Merger Subsidiary to do or engage in any of the foregoingthings described in the preceding clauses (a) through (o).

Absence of Certain Developments. Except as expressly disclosed in the Parent SEC Filings or as otherwise contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31the date of the Parent Latest Balance Sheet, 2008, Subsidiary and the Business Parent has been conducted its business only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: occurred or been entered into, as the case may be: (ai) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse Effect; Effect on Parent, (bii) any material damage event that would reasonably be expected to prevent or materially delay the performance of Parent’s obligations pursuant to this Agreement, (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (diii) any material change by Parent in any method of its accounting methods, principles or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereofpractices, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the shares of capital stock (or other applicable equity or beneficial interest) of Subsidiary, Parent or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock of Parent’s securities, (v) any increase in the compensation or benefits payable or to become payable to any officers or directors of Parent or Merger Sub or establishment or modification of any Compensatory Plan, (vi) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other applicable equity or beneficial interest)securities, or entry into any Option agreement with respect tothereto by Parent, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (mvii) any amendment to the organizational documents certificate of Subsidiary incorporation or the taking bylaws of Parent, (viii) any capital expenditures by Parent, purchase, sale, assignment or transfer of any action with respect to material assets by Parent, mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of Parent, except for liens for Taxes not yet due and such amendment; other liens, encumbrances, restrictions or charges, or cancellation, compromise, release or waiver by Parent of any rights of material value or any material debts or claims, (nix) except as set forth on Schedule 6.10(nany incurrence by Parent of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice (which liabilities are not material, individually or in the aggregate), (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Parent, (xi) entry by Parent into any violationagreement, breach contract, lease or default underlicense, (xii) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which Parent is a party or by which any of them is bound, (xiii) entry by Parent into any loan or other transaction with any officers, directors or employees of Parent, (xiv) any charitable or other capital contribution by Parent or pledge therefore, (xv) entry by Parent into any transaction of a material nature, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (oxvi) any entering into of an negotiation or agreement by Parent to do or engage in any of the foregoingthings described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as expressly disclosed on Schedule 3.18 or in the Radius Financial Statements or as otherwise contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31the date of the Radius Latest Balance Sheet, 2008, Subsidiary and the Business Radius has been conducted its business only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: occurred or been entered into, as the case may be: (ai) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse Effect; Effect on Radius or the Surviving Company, (bii) any material damage event that could reasonably be expected to prevent or materially delay the performance of Radius’s obligations pursuant to this Agreement, (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (diii) any material change by Radius in any method of its accounting methods, principles or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereofpractices, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the shares of capital stock (or other applicable equity or beneficial interest) of Subsidiary, Radius or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital 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 applicable equity or beneficial interest)employee benefit plan of Radius, or any Option 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 tothereto by Radius, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (mvii) any amendment to the organizational documents Certificate of Subsidiary Incorporation or Bylaws of Radius, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by Radius, (x) purchase, sale, assignment or transfer of any material assets by Radius, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of Radius, except for 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 taking Surviving Company, or (z) cancellation, compromise, release or waiver by Radius of any action with respect to rights of material value or any such amendment; material debts or claims, (nix) except as set forth on Schedule 6.10(nany 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 practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Radius, (xi) entry into any violationagreement, breach contract, lease or default underlicense other than in the ordinary course of business consistent with past 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 the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (oxvi) any entering into of an negotiation or agreement by the Radius to do or engage in any of the foregoingthings described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth and described on Schedule 6.10the Developments Schedule, since December 31, 20082011, Subsidiary and neither the Business has been conducted only in the Ordinary Course Corporation nor any of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not beenits Subsidiaries has: (a) executed any eventguaranty, change issued any notes, bonds or circumstance which has hadother debt securities or any Equity Securities, borrowed any amount or otherwise incurred or created any Indebtedness, or is reasonably likely subjected any portion of its properties or assets to haveany Lien or encumbrance, a Seller Material Adverse Effectother than in the ordinary course of business; (b) 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, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, or abandoned or permitted to lapse any Intellectual Property Rights or canceled without fair consideration any material damage debts or claims owing to or held by it; (normal wear and tear exceptedd) terminated or amended any agreement which would be a Material Contract if it were in effect (ignoring, if applicable, any such amendment) on the date of this Agreement; (e) made, granted, promised or increased any bonus or any wage, salary, incentive arrangements or other compensation to any employee or group of employees (except as required by pre-existing contracts described on the Contracts Schedule and, in the case of “rank-and-file” non-management employees, other than salary or wage increases in the ordinary course of business), destructionor made or granted any increase in any employee benefit plan or arrangement, eminent domain taking 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 Subsidiary, except in the ordinary course of business as described on the Affiliated Transactions Schedule; (g) 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) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (cj) any purchase, sale, mortgage, pledge, lease, incurred intercompany charges or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, conducted its cash management customs and practices other than purchases, sales or leases of assets in the Ordinary Course ordinary course of Business or the creation or incurrence business (including with respect to maintenance of Permitted Exceptionsworking capital balances, collection of accounts receivable and payment of accounts payable); (dk) entered into any Material Contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; (l) made any material change in any method of accounting or accounting practice policies and practices with respect to the Business or Subsidiary; (e) any entry intoliquidity management and cash flow planning, terminationmarketing, amendmentdeposit origination, cancellationlending, or other modification of any Agreement budgeting, profit and tax planning, accounting or any waiver ofother material aspect of its business or operations, or agreement with respect to, except for such changes as may have been required by any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other PersonGovernmental Entities; (m) purchased or acquired any amendment to investments, direct or indirect, in any derivative securities, financial futures or commodities or entered into any interest rate swap, floors and option agreements, or other similar interest rate management agreements other than in the organizational documents ordinary course of Subsidiary or the taking of any action business consistent with respect to any such amendmentpast practices; (n) changed an annual accounting period, adopted or changed any accounting method or principle theretofore adopted or followed, except as set forth on Schedule 6.10(n), any violation, breach or default underrequired by GAAP and reflected in a note to the Financial Statements, or the taking reversed any accounting accruals or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsreserves; or (o) any entering into of an agreement agreed, whether orally or in writing, to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.103.14, since December March 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, 2008 with respect to the Wholesale Business, the Purchased Acquired Assets and Subsidiarythe Leased Property, there has not been: (a) any change to the timing of payment or collection of accounts receivable or the cash management practices of the Seller; (b) any payment by the Seller of any dividend or other distribution to the holders of its common or preferred stock; (c) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (bd) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business Wholesale Business, the Leased Property or any Purchased Acquired Asset in any material respect; (ce) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of SubsidiaryAcquired Asset, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsLiens; (df) any material change in any method of accounting or accounting practice with respect to the Business or SubsidiaryWholesale Business, except for any such change required by reason of a concurrent change in GAAP; (eg) any institution or execution of or increase or material alteration to the employment terms (including without limitation the adoption or amendment of any Employee Plans) or compensation payable or paid, or alteration in the timing or method of such payments, whether conditionally or otherwise, and whether pursuant to a Contractual Obligation, Employee Plan or otherwise to any employee, director, officer, or independent contractor of the Wholesale Business, or of the Seller whose responsibilities relate to the Wholesale Business; (h) any entry into, termination, amendment, cancellation, or other modification of any Agreement Contractual Obligation (including any Lease) or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (fi) any material settlement, waiver waiver, cancellation, compromise, waiver, release or agreement with respect to any Legal ProceedingAction, material Liability, Debt, or other material right; (gj) any change or revocation of any Tax election, change in any method of accounting for Tax purposes (except as contemplated or required by GAAP), settlement in respect of Taxes or agreement entered into with respect to Taxes with any Governmental Authority, other than such change, revocation, settlement, or agreement that does not adversely affect the Buyer or its rights hereunder; (k) any incurrence or assumption of any Indebtedness Debt or Guarantee in an aggregate amount greater than Fifty Thousand Dollars ($50,000)100,000; (hl) any (i) delay or postponement of the payment of any accounts payable or other Liabilities; (m) grant of any change in the methodology employed by Seller license or Subsidiary sublicense of any rights or modified any rights under or with respect to, or any settlement regarding any infringement of its rights to, any Intellectual Property; (n) payment of any amount to any third party with respect to any Liability (excluding any costs and expenses incurred or which may be incurred in connection with this Agreement and the payment thereof, (iiContemplated Transactions) acceleration which would not constitute an Assumed Liability if in existence as of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)Closing; (io) any transaction with any Affiliate outside of the Ordinary Course of BusinessAffiliate; (jp) any declarationother occurrence, setting aside event, incident, action, failure to act, or payment of any dividend or other distribution in respect transaction outside the past practice of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased AssetsSeller; or (oq) any entering entry into of an any Contractual Obligation or agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10------------------------------- in the SEC Reports, since December 31June 30, 20081996, Subsidiary and the Business CTI has been conducted only its business in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets ordinary course and Subsidiary, there has not been: occurred: (ai) any event, change or circumstance which has had, effect that is or is reasonably likely to havebe materially adverse to the business, assets (including intangible assets), financial condition or results of operations of CTI taken as a Seller Material Adverse Effect; whole; (bii) any material damage (normal wear and tear excepted), destruction, eminent domain taking amendments or other casualty loss (whether changes in the Articles of Incorporation or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence By- laws of any Lien on the Business, any Purchased Asset or asset of SubsidiaryCTI, other than purchasesan amendment to CTI's By-laws adopted on July 16, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; 1996; (diii) any material change by CTI in any method of its accounting methods, principles or accounting practice with respect to the Business or Subsidiary; practices; (eiv) any entry intorevaluation by CTI of any of its assets; (v) any sale of a material amount of property of CTI; (vi) any discharge or satisfaction by CTI of any material lien, terminationsecurity interest, amendment, cancellation, charge or other modification encumbrance or any payment by CTI of any Agreement material obligation or any waiver of, liability (fixed or agreement with respect to, any rights or obligations set forth thereincontingent), other than in the Ordinary Course ordinary course of Business; business and consistent with past practice; (fvii) any investment by CTI of a capital nature, whether by purchase of stock or securities, contributions to capital, property transfers or otherwise, in any other partnership, corporation or other entity, or any purchase by CTI of any material property or assets; (viii) any cancellation or compromise by CTI of any debt or claim other than in the ordinary course of business consistent with past practice; (ix) any waiver or release by CTI of any rights of material value, including, without limitation, any Intangible Rights (as hereinafter defined); (x) any material settlement, waiver wage or agreement with respect salary increase by CTI applicable to any Legal Proceeding, Liability, group or other right; (g) any incurrence or assumption classification of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryemployees generally, or any direct material employment contract with, loan to, or indirect redemption, purchase or other acquisition by Seller or its Affiliates material transaction of any such capital stock other nature with, any officer or employee of CTI; or (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (kxi) any authorization, issuance, sale or other disposition establishment by Subsidiary CTI of any shares employee benefit plan within the meaning of capital stock (or other applicable equity or beneficial interestSection 3(3) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingEmployee Retirement Income Security Act of 1974.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10On and after December 31, 2019, the Company, its Subsidiaries, Affiliates, and the Business have been operated and conducted in the Ordinary Course of Business. Without limiting the generality of the foregoing, since December 31, 20082019, Subsidiary and there has not been any: (a) amendment of any of the Business has been conducted only Governing Documents of the Company or any Subsidiary; (b) issuance, sale or other disposition of any of the Company or any Subsidiary’s shares of capital stock, membership interests, or grant of any options, warrants or other rights to purchase or acquire (including upon conversion, exchange or exercise) any of the Company or any Subsidiary’s shares of capital stock or any Subsidiary; (c) sale, assignment, license, lease, Encumbrance or transfer (including, without limitation, transfers with employees, Affiliates, or Seller) of any assets or other property of the Company or any Subsidiary, except in the Ordinary Course of Business, and, with respect or any cancellation of any debts or claims owed to the Business, the Purchased Assets and Company or any Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (bd) any instance of material damage (normal wear and tear excepted)to, or destruction or loss of, any assets of the Company or any Subsidiary, which damage, destruction, eminent domain taking or other casualty loss (whether or was not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (ce) any purchaseincrease in the salary, salewages, mortgage, pledge, leasebonuses, or creation or other incurrence compensation rates of any Lien on officer, employee, director or consultant of the Business, Company or any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets except in the Ordinary Course of Business Business, or any commitment or the creation or incurrence of Permitted Exceptionsany Liability to any labor organization; (df) any material change in any method of accounting or accounting practice Tax methods, practices, or policies of the Company or any Subsidiary from those utilized in the preparation of the Financial Statements, or write-offs or write-downs made with respect to the Business Company or any Subsidiary’s assets or change made in general pricing practices or policies of the Company or any Subsidiary or change in the Company or any Subsidiary’s credit or allowance practices or policies; (g) commencement of, or termination of, any lines of business of the Company or any Subsidiary; (eh) entry into any entry intoContract that would constitute a Material Contract; (i) notice from any Material Supplier received by the Company or any Subsidiary that such supplier has ceased, termination, amendment, cancellationmay cease, or other modification will cease to do business with the Company or any Subsidiary; (j) waiver of any Agreement material rights of value or sufferance of any waiver of, or agreement with respect to, any rights or obligations set forth therein, material losses other than in the Ordinary Course of Business; (fk) any material settlementdispute, waiver or agreement with respect to any Legal Proceeding, Liabilityclaim, or other rightcontroversy with any current or former supplier to the Company, any Subsidiary, or the Business; (gl) any incurrence change in accounting methods or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay practices, collection policies, or postponement payment policies of the payment of any accounts payable Company or any change in the methodology employed by Seller Subsidiary, or Subsidiary with respect any significant accommodations or concessions to the payment thereof, (ii) acceleration any supplier of the collection of Accounts Receivable or Company, any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventorySubsidiary, or (iv) incurrence of the Business other Liabilities outside of the Ordinary Course of Business, which than in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (jm) any declaration, setting aside (i) election or payment rescission of any dividend election by or with respect to the Company or any Subsidiary relating to Taxes, (ii) closing agreement entered into by or with respect to the Company or any Subsidiary, (iii) affirmative action to surrender any right to claim a Tax refund, offset or other distribution reduction in any liability for Taxes taken by or with respect of to the capital stock (Company or other applicable equity or beneficial interest) of any Subsidiary, or any direct (iv) amended Tax Return or indirect redemption, purchase claim for Tax refund filed by or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), with respect to the Company or any Option with respect to, Subsidiary; (kn) incurrence, assumption or guarantee of any authorizationIndebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practice; (o) transfer, issuanceassignment, sale or other disposition by Subsidiary of any shares of capital stock (the assets shown or other applicable equity reflected in the Latest Balance Sheet or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment cancellation of any right of any holder of any outstanding shares of capital stock (debts or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryentitlements; (lp) any material damage, destruction or loss (Awhether or not covered by insurance) reorganization, liquidation to its property or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personassets; (mq) any amendment acceleration, termination, material modification to the organizational documents of Subsidiary or the taking cancellation of any action with respect Material Contract to which the Company or any such amendmentSubsidiary is a party or by which it is bound; (nr) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse commencement of time an audit or bothexamination of the Plans by the Department of Labor or Internal Revenue Service; (s) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsmaterial capital expenditures; or (ot) any entering into of an agreement Contract to do any of the foregoing, or engage any action or omission that would result in any of the foregoing.

Absence of Certain Developments. Except as set forth on the attached Schedule 4.7, since January 1, 1999, there has been no adverse change in the financial condition, operating results, assets, customer or supplier relations, employee relations or business prospects of ATG and, to the best of Sellers' Knowledge, no customer or vendor has any plans to terminate its relationship with ATG. Without limiting the generality of the preceding sentence, except as expressly contemplated by this Agreement or as set forth on the attached Schedule 6.104.7, since December 31the date of the Latest Balance Sheet, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not beenSellers have not: (a) engaged in any event, change or circumstance activity which has hadresulted in (i) any acceleration or delay of the collection of ATG's accounts or notes receivable, (ii) any delay in the payment in ATG's accounts payable or is reasonably likely (iii) any increase in ATG's purchases of raw materials, in each case as compared with ATG's custom and practice in the conduct of the Business immediately prior to have, a Seller Material Adverse Effectthe date of the Latest Balance Sheet; (b) discharged or satisfied any material damage Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business and consistent with ATG's past practice; (normal wear and tear excepted)c) mortgaged or pledged any of the ATG Shares or any Asset or subjected any of the ATG Shares or any Asset to any Lien; (d) sold, destructionassigned, eminent domain taking conveyed, transferred, canceled or waived any property, tangible asset, Proprietary Right or other intangible asset or right of ATG other than in the ordinary course of business and consistent with ATG's past practice; (e) waived any right of ATG other than in the ordinary course of business or consistent with ATG's past practice; (f) made commitments for capital expenditures by ATG which, in the aggregate, would exceed $50,000; (g) made any loan or advance to, or guarantee for the benefit of, or any Investment in, any other Person on behalf of ATG; (h) granted any bonus or any increase in wages, salary or other compensation to any employee of ATG (other than any increase in wages or salaries granted in the ordinary course of business and consistent with ATG's past practice granted to any employee who is not affiliated with ATG other than by reason of such Person's employment by ATG); (i) made any charitable contributions on behalf of ATG; (j) suffered damages, destruction or casualty loss losses which, in the aggregate, exceed $50,000 (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, SubsidiaryAsset; (k) received any authorizationindication from any material supplier of ATG to the effect that such supplier will stop, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) materially decrease the rate of, supplying materials, products or option with respect to, Subsidiaryservices to ATG (whether or not the Merger is consummated), or received any modification indication from any material customer of ATG to the effect that such customer will stop, or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) materially decrease the rate of, buying materials, products or option with respect to, Subsidiaryservices from ATG (whether or not the Merger is consummated); (l) entered into any (A) reorganizationtransaction other than in the ordinary course of business and consistent with ATG's past practice, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and entered into any other Personmaterial transaction, whether or not in the ordinary course of business, which may adversely affect ATG; (m) declared, set aside, or paid any amendment to the organizational documents of Subsidiary dividend or the taking of made any action distribution with respect to ATG's capital stock or equity interests or redeemed, purchased, or otherwise acquired any such amendmentof ATG's capital stock or equity interests; (n) except as set forth on Schedule 6.10(n), adopted or amended any violation, breach employee benefit or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and welfare plan relating to the Business or the Purchased AssetsEmployees; or (o) received any entering into of an agreement indication from any key employee to the effect that such key employee will terminate employment with ATG; or (p) agreed to do or engage any act described in any of the foregoingclauses 4.7(a) through (o).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.102.8 of the Target Disclosure Schedules, since December 31from the date of the Latest Balance Sheet to the date of this Agreement, 2008, Target and each Subsidiary and the Business (a) has been conducted its respective businesses only in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, and(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 respect to its past practice and (d) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the Businessordinary course of business. Without limiting the generality of the foregoing, from the Purchased Assets and Subsidiary, there has not beendate 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, change development or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss condition (whether or not covered by insurance) affecting Subsidiary that has resulted in, or would be reasonably expected to result in, a Material Adverse Effect on Target and the Business Subsidiaries, taken as a whole; (b) there has not been any damage, destruction or loss to the property or assets of Target or any Purchased Asset Subsidiary, whether or not covered by insurance, exceeding in any material respectthe aggregate One Hundred Thousand Dollars ($100,000); (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) there has not been any declaration, setting aside or payment of any dividend or other distribution of cash or other property in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity securities of Target or beneficial interest) ofthe Subsidiaries or any repurchase, redemption, or option with respect to, Subsidiary, other acquisition by Target or any modification or amendment of any right of any holder the Subsidiaries of any outstanding shares of capital stock (or other applicable equity or beneficial interest) securities of, or option with respect 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 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 and as 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 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) neither Target nor any of the Subsidiaries has made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any holder of 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) any of its assets or (ii) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of Target or any Subsidiary, except in the case of clause (ii), for assets acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business; (k) neither Target nor any Subsidiary has discharged or satisfied any Encumbrance (or paid any liability) except in the ordinary course of business; (l) neither Target nor any (A) reorganizationSubsidiary has cancelled or compromised any debt or claim or amended, liquidation canceled, terminated, relinquished, waived or dissolution released any contract or right except in the ordinary course of Seller business and which, in the aggregate, would not be material to Target or any Subsidiary or (B) business combination involving Seller or Subsidiary and any other Persontaken as a whole; (m) neither Target nor any amendment 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 organizational documents of Subsidiary or the taking of any action with respect to any such amendmentaggregate, other than capital expenditures permitted by Section 4.1(k); (n) except as set forth on Schedule 6.10(n)neither Target nor any Subsidiary has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any violation, breach or default under, or Indebtedness of Target in an amount in excess of Fifty Thousand Dollars ($50,000) in the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; oraggregate; (o) neither Target nor any entering into Subsidiary has granted any license or sublicense of an agreement any rights under or with respect to do any Intellectual Property rights owned by Target or engage any Subsidiary except 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 foregoingSubsidiaries’ 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 understanding to do anything set forth in this Section 2.8.

Absence of Certain Developments. Except as expressly set forth in Schedule 4.13 hereto or as contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31September 30, 20081998, Subsidiary and Dollar Express has operated the Business has been conducted only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted)event or condition of any nature whatsoever which, destructionindividually or in the aggregate, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset could reasonably be expected to result in any material respecta Material Adverse Effect on Dollar Express; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of SubsidiaryClaim, other than purchaseswarranty claims relating to sales of Inventory none of which, sales individually or leases of assets in the Ordinary Course aggregate, would have a Material Adverse Effect on Dollar Express, against Dollar Express not otherwise disclosed in Schedule 4.7 attached hereto or not covered (except for deductibles) by applicable policies of Business or insurance within the creation or incurrence maximum insurable limits of Permitted Exceptionssuch policies; (d) any material change in any method of accounting or accounting practice with respect amendment to the Business Articles of Incorporation or SubsidiaryBylaws of Dollar Express; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to Dollar Express' capital stock; (f) any split, combination, reclassification, or other modification of the capital stock terms of the equity interests of Dollar Express; (g) the creation or attachment, or notice thereof, of any Lien (other than Permitted Liens) on any of the assets of Dollar Express; (h) any sale, purchase, transfer, pledge or other applicable equity disposition by Dollar Express of any assets or beneficial interestproperties relating to the Business not in the ordinary course of business and consistent with past practices; (i) any incurrence of Subsidiaryany Liabilities (including indebtedness) by Dollar Express except in the ordinary course, consistent with past practice, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates waiver of any such capital stock rights of substantial value; (j) any discharge or other applicable equity or beneficial interest)satisfaction of any Liens, or any Option settlement of payment of any Liens or Liabilities, by Dollar Express, except in the ordinary course of business, consistent with respect to, Subsidiarypast practice; (k) any authorization, issuance, sale increase in the salary or other disposition compensation payable by Subsidiary any Dollar Express to any of its Employees or consultants (including its executive officers or directors), or the declaration, payment, commitment or obligation of any shares kind for the payment by Dollar Express of capital stock any bonus, other additional salary or compensation (including severance, retention, termination or other applicable equity similar payments) to any of its Employees or beneficial interest) ofconsultants, or option other than customary compensation increases awarded to its Employees which have been awarded in the ordinary course of business consistent with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarypast practices; (l) any (A) reorganizationsale, liquidation transfer or dissolution issuance of Seller any capital stock, equity security or Subsidiary debt security, or (B) business combination involving Seller of any option, warrant, right or Subsidiary and commitment or agreement entered into requiring or permitting the purchase, sale, transfer or issuance of any other Personcapital stock, equity security or debt security, by Dollar Express; (m) any amendment failure by Dollar Express to make any payments on material Contracts, Licenses or Permits on a current basis as and when due under the terms of such Contracts, Licenses or Permits as in effect on the date of this Agreement, except to the organizational documents of Subsidiary or the taking of any action extent Dollar Express has a valid dispute with respect to any such amendmentpayment and all such disputed amounts have been appropriately reserved for on Dollar Express' books and records, it being understood that all such disputes which have arisen since the Financial Statement Date and prior to the date hereof are set forth in Schedule 4.13(m) attached hereto; (n) except as set forth on Schedule 6.10(n)any transfer, any violationgrant, breach License, assignment, termination or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach other disposal of, modification, change or default under, any term or provision cancellation of any Permit held rights or used by Subsidiary or Seller and relating obligations with respect to the Business or Intangible Assets other than Licenses granted by Dollar Express in the Purchased Assets; orordinary course of business; (o) any entering into removal of an any fixtures, equipment or personal property from the real property, whether owned or leased, other than in the ordinary course of business; (p) any sale, discount or other disposal by Dollar Express of any Accounts Receivable, including demurrage, rebates, credits, other reserves or contra accounts, except by collection in the ordinary course of business; (q) any cancellation or compromise of any indebtedness owed to Dollar Express, or any waiver or release of any rights of material value by Dollar Express, other than in the ordinary course of business; (r) any material variance in the levels of items of Inventory (including finished goods, supplies, packaging and other materials) of Dollar Express from the levels customarily maintained during such periods; (s) any change in the accounting methods or practices (including any change in depreciation or amortization policies or rates) with respect to the Business or otherwise by Dollar Express; (t) any sales made with extended terms, deep discounts or rebates which materially deviate from past practices; or (u) any agreement by Dollar Express to do or engage in any act which would render any of the foregoingpreceding clauses inaccurate, other than the transactions specifically contemplated to occur pursuant to this Agreement.

Absence of Certain Developments. Except as expressly contemplated by this Agreement Since December 31, 2007, Seller has operated itself and its Subsidiaries and conducted the Business only in the ordinary course of business and has not experienced or suffered any Material Adverse Effect. Without limiting the foregoing, except as set forth on Schedule 6.104.6, since December 31, 2008, Subsidiary and the Business Seller has been conducted only in the Ordinary Course of Business, and, not with respect to itself, its Subsidiaries, the Business, the Purchased Assets Assets, and Subsidiary, there has not beenthe Assumed Liabilities: (a) paid trade or account payables other than in the ordinary course of business or, delayed or postponed the payment of any event, change trade or circumstance which has had, accounts payable or is reasonably likely commissions or any other liability or litigation or agreed or negotiated with any party to have, a Seller Material Adverse Effectextend the payment date of any trade or accounts payable or commission or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable (whether billed or unbilled) or any deferred revenue or taken any actions or omitted to take any actions with the intent or the purpose of satisfying the Net Working Capital target as of the Closing; (b) instituted or permitted any material damage change in the conduct of the Business, or any material change in its method of purchase, sale, lease, management, marketing, promotion or operation; (normal wear and tear exceptedc) sold, leased, assigned or transferred any of its tangible assets (including the Purchased Assets), destructionexcept in the ordinary course of business, eminent domain taking or canceled without fair consideration any material debts or claims owing to or held by it; (d) sold, assigned, licensed, sublicensed, transferred or encumbered any material Proprietary Rights or other intangible assets, disclosed any proprietary Confidential Information to any Person (other than Buyer and Buyer’s representatives, agents, attorneys and accountants, and other than Persons that have signed or are bound by confidentiality or nondisclosure agreements for the benefit of Seller), or abandoned or permitted to lapse any material Proprietary Rights; (e) 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 or, in the case of non-officer employees, consistent with past practice, and except for bonuses to be paid by Seller in recognition of the consummation of the transaction contemplated by this 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; (f) incurred any Indebtedness or incurred or become subject to any material liability, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (g) suffered any extraordinary Losses or waived any rights of material value, whether or not in the ordinary course of business; (h) suffered any damage, destruction or casualty loss to its tangible assets (including the Purchased Assets) in excess of $100,000, whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (ci) made any purchase, sale, mortgage, pledge, lease, capital expenditures or creation or other incurrence commitments therefore that aggregate in excess of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions$100,000; (dj) made any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinpolicies, other than those required by GAAP which have been disclosed in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect writing to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary;Buyer; or (k) except for the redemption or cross-purchase of the interests of those Members and other Persons identified on Schedule 4.6 prior to Closing, entered into any authorizationother material transaction, issuance, sale whether or other disposition by Subsidiary not in the ordinary course of any shares of capital stock (or other applicable equity or beneficial interest) ofbusiness, or option with respect to, Subsidiary, or materially changed any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary;business practice; or (l) authorized any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default underof, or the taking committed or failure agreed to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default underthe foregoing actions, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingother than as expressly contemplated hereby.

Absence of Certain Developments. Except as set forth on the ------------------------------- "Developments Schedule" attached hereto and except as expressly contemplated by ---------------------- this Agreement or as set forth on Schedule 6.10Agreement, since December 31the date of the Latest Balance Sheet, 2008neither the Seller nor any of its Subsidiaries has (in each case, Subsidiary to the extent related to the Division): (a) suffered any change that has had or could reasonably be expected to have a Material Adverse Effect or suffered any theft, damage, destruction or casualty loss in excess of $50,000, to its assets, whether or not covered by insurance or suffered any substantial destruction of its books and records; (b) 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; (c) 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 other of its equity securities; (d) incurred or become subject to any liabilities, except liabilities incurred in the Business has been conducted only Ordinary Course of Business; (e) subjected any portion of its properties or assets to any Lien (other than Permitted Encumbrances) (f) sold, leased, assigned or transferred (including, without limitation, transfers to Stockholders or any Insider) a portion of its tangible assets, except for sales of inventory in the Ordinary Course of Business, and, with respect or canceled without fair consideration any material debts or claims owing to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effectheld by it; (bg) sold, assigned, licensed or transferred (including, without limitation, transfers to Stockholders or any Insider) any material damage Proprietary Rights owned by, issued to or licensed to it or disclosed any confidential information (normal wear other than pursuant to agreements requiring the disclosure to maintain the confidentiality of and tear excepted), destruction, eminent domain taking preserving all its rights in such confidential information) or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or received any Purchased Asset confidential information of any third party in violation of any material respectobligation of confidentiality; (ch) suffered any purchase, sale, mortgage, pledge, lease, extraordinary losses or creation or other incurrence waived any rights of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsmaterial value; (di) entered into, amended or terminated any material change in any method of accounting lease, contract, agreement or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellationcommitment, or taken any other modification of action or entered into any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other transaction other than in the Ordinary Course of Business; (fj) entered into any other material settlement, waiver or agreement with respect to any Legal Proceeding, Liabilitytransaction, or other rightmaterially changed any business practice; (gk) made or granted any incurrence bonus to any director, officer, employee or assumption sales representative, group of any Indebtedness employees or consultant other than in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which or made or granted any wage, salary or compensation increase 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 (in each case, other than increases in premiums in the case Ordinary Course of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000Business); (il) made any transaction with other change in employment terms for any Affiliate of its directors, officers, and employees outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to conducted its cash management customs and practices other than in the organizational documents Ordinary Course of Subsidiary or the taking of any action Business (including, without limitation, with respect to any such amendmentcollection of accounts receivable, purchases of inventory and supplies, repairs and maintenance, payment of accounts payable and accrued expenses, levels of capital expenditures and operation of cash management practices generally); (n) except as set forth on Schedule 6.10(n)the attached "Capital Expenditures -------------------- Schedule," made any capital expenditures or commitments for capital expenditures -------- that aggregate in excess of $20,000; (o) made any loans or advances to, or guarantees for the benefit of, any violationPerson; (p) made charitable contributions, breach pledges, association fees or default under, or the taking or failure to take any action that (with or without notice or lapse dues in excess of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets$10,000; or (oq) any entering into of an agreement committed to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or and except as set forth on Schedule 6.10Section 3.5 of the Sellers Disclosure Schedules, since December 31January 1, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been2023: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or Sellers have conducted the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than Product Operations in the Ordinary Course of Business; (fb) there has not occurred any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other rightMaterial Adverse Effect; (gc) any incurrence there has been no entry into or assumption amendment of any Indebtedness agreements pursuant to which any Seller or any of its Subsidiaries (i) assigns, transfers or licenses exclusively to any Person any Seller Intellectual Property Rights or (ii) otherwise grants to any Person exclusive rights in an aggregate amount greater than Fifty Thousand Dollars ($50,000)any Seller Intellectual Property Rights; (hd) there has been no assignment, transfer, lease, license or other disposition of, or agreement to sell, assign, transfer, lease, license or otherwise dispose of, any (i) delay or postponement of the payment material properties, rights or assets of any accounts payable Seller or any change of its respective Subsidiaries used or held for use in, related to or otherwise helpful to maintaining the Product Operations or the Purchased Assets, except in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which or the imposition of any Lien (other than a Permitted Lien) on, any properties, rights or assets that are Purchased Assets; (e) there has been no reduction or increase in the case amount of any insurance coverage of Sellers or any of their Subsidiaries with respect to the Purchased Assets and the Product Operations provided by existing insurance policies other than upon the expiration of any such policy; (i)-(ivf) abovethere has been no disclosure of any proprietary confidential information comprising the Purchased Assets or otherwise relating to the Product Operations to any Person that is not either subject to any fully assignable confidentiality agreement or bound by a legal duty to keep such information confidential; (g) Sellers have not materially increased the salary, exceeds bonus or other compensation or benefits payable to any Product Operations Employees, other than: (i) as required by Law or a Labor Agreement; (ii) the initial compensation and benefits provided to a prospective Product Operations Employee in connection with the hiring of such Product Operations Employee prior to the date hereof; or (iii) increases (including in connection with promotions) in the aggregate an amount greater than Fifty Thousand Dollars Ordinary Course of Business consistent with past practice; ($50,000)h) Sellers have not established, adopted, amended or terminated any Plan in which any Product Operations Employee participates for which Buyer or any of its Affiliates may be responsible; (i) Sellers have not accelerated or committed to accelerate the funding, payment or vesting of any transaction with compensation or benefits provided to any Affiliate outside of the Ordinary Course of Business;Product Operations Employee, including under any Plan, other than as required by Law or a Labor Agreement; and (j) Sellers have not (i) modified, extended, terminated or entered into any declarationLabor Agreement in which any Product Operations Employee participates; (ii) recognized or certified any labor union, setting aside labor organization, works council, employee representative or payment group of employees as the bargaining representative of Sellers or any of their Affiliates in which any Product Operations Employee participates; or (iii) waived or released any noncompetition, nonsolicitation, nondisclosure or other restrictive covenant obligation of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingProduct Operations Employee.

Absence of Certain Developments. Except as expressly for the transactions contemplated by this Agreement or as otherwise set forth on Schedule 6.103.12 hereto, since December 31January 24, 20082009, Subsidiary the Company has conducted the Business only in the Ordinary Course of Business and with respect to the Business has been conducted only not: (a) Sold, leased, assigned or otherwise transferred any material properties or assets, or disposed of or permitted to lapse any rights in any Permit or Intellectual Property owned or used by the Company in the Business, other than in the usual and Ordinary Course of Business, or organized any new business entity or acquired any equity securities, assets, properties, or business of any Person or any equity or ownership interest in any business or merged with or into or consolidated with any other Person; (b) Suffered, sustained or incurred any material Loss or waived or released any material right or claim, whether or not in the Ordinary Course of Business; (c) Suffered, sustained or incurred any material damage, destruction or casualty loss to any material properties or assets, whether or not covered by insurance; (d) Engaged in any transaction not in the Ordinary Course of Business; (e) Subjected any of the Assets to any Encumbrance, whether or not in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effectexcept for Permitted Encumbrances; (bf) Issued any note, bond or other debt security, created, incurred or assumed any indebtedness for borrowed money or capitalized lease obligation or otherwise incurred any material damage (normal wear and tear excepted)Liability, destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets except current Liabilities incurred in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsBusiness; (dg) Accelerated or requested early payment of accounts receivable of the Business; increased the salary, wage or other compensation or level of benefits payable or to become payable by the Company to any material change in any method of accounting its officers, directors, employees or accounting practice agents employed or engaged with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (fh) any material settlement, waiver or agreement with respect Loaned money to any Legal Proceeding, Liability, Person or other right; (g) guaranteed any incurrence loan to or assumption Liability of any Indebtedness Person, whether or not in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) Except as described in the Schedules hereto, amended or terminated any transaction with any Affiliate outside of the Operating Contracts (as hereinafter defined), except in the Ordinary Course of Business; (j) Suffered, sustained or incurred any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, SubsidiaryMaterial Adverse Change; (k) Received notice from any authorizationcustomer, issuancesupplier, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) ofvendor, or option with respect to, Subsidiary, Governmental Body or any modification other Person which would, with substantial certainty, give rise to or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryresult in a Material Adverse Effect on the Business; (l) any (A) reorganization, liquidation Delayed or dissolution postponed the payment of Seller accounts payable or Subsidiary or (B) business combination involving Seller or Subsidiary and any other PersonLiabilities; (m) Entered into any amendment to employment Contract or collective bargaining agreement, written or oral, or modified the organizational documents of Subsidiary or the taking terms of any action with respect to existing such Contract or agreement or adopted, amended, modified or terminated any such amendmentBenefit Plan for the benefit of any of the Company’s directors, officers and employees who are employed in the Business; (n) except as set forth on Schedule 6.10(n), Entered into any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement Contract to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.105.7 to the Disclosure Letter, since December 31the Balance Sheet Date (a) Seller has used and operated the Purchased Assets, 2008, Subsidiary and the Business has been conducted NetBank Finance only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, (b) there has not beenbeen any event, change, occurrence or circumstance that has had or has a reasonable likelihood of having (i) a Material Adverse Effect or (ii) a materially adverse effect on the condition (financial or otherwise), assets, prospects or results of operations of Seller, Parent, or Market Street. Without limiting the generality of the foregoing, except as set forth on Schedule 5.7 to the Disclosure Letter, since the Balance Sheet Date: (ai) Seller has not incurred any Liabilities of any nature other than items incurred in the regular and Ordinary Course of Business, consistent with past practice, or increased (or experienced any change in the assumptions underlying or the methods of calculating) any eventbad debt, change or circumstance which has hadcontingency, or is reasonably likely to have, a Seller Material Adverse Effectother reserve; (bii) there has not been any material damage (normal wear and tear excepted)damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary , with respect to the Seller Property, or the Business personal property that comprises the Purchased Assets or NetBank Finance, having a replacement cost of more than $50,000 for any Purchased Asset in any material respectsingle loss or $100,000 for all such losses; (ciii) any purchaseSeller has not (A) increased the salary, sale, mortgage, pledge, lease, or creation bonus or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, compensation (other than purchases, sales or leases of assets compensation increases not exceeding five percent (5.0%) per annum and otherwise made in the Ordinary Course of Business Business) of any Employee; (B) increased the benefits, waivers or variations for the creation benefit of any such Employee, or incurrence otherwise amended, or made payments or grants of Permitted Exceptionsawards that were not required, under any Employee Benefit Plan, or adopted or executed of any new Employee Benefit Plan (other than any such events in the Ordinary Course of Business); or (C) established, assumed, adopted or amended any collective bargaining agreement or recognized any labor organization as the collective bargaining representative of any Employees; (div) Seller has not executed any material employment, severance, change in any method of accounting control or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinsimilar agreements, other than in the Ordinary Course of Business; (fv) Seller has not made or rescinded any material settlementelection relating to Taxes, waiver settled or agreement with respect compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as may be required by applicable Law, made any change to any Legal Proceedingof its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed Tax Returns, Liabilityin each case, to the extent related to the Purchased Assets or other rightNetBank Finance; (gvi) there has not been any incurrence material change in the (A) business organization of NetBank Finance (including all agency, brokerage and similar relationships of NetBank Finance; (B) services provided by the advisors, managers, officers, Employees, underwriters, agents, brokers or assumption sales representatives of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars NetBank Finance or; ($50,000)C) relationships and goodwill with customers, suppliers, correspondents, investors, credit enhancers, attorneys, licensors, landlords, creditors, employees, agents, brokers, and others having business relationships with NetBank Finance; or (D) existing levels of insurance coverage of Seller; (hvii) any (i) delay or postponement of the payment of any accounts payable or any change Seller has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in the methodology employed amount that are disputed in good faith by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)appropriate proceedings; (iviii) Seller has not sold, assigned, transferred, conveyed, leased or otherwise disposed of any transaction with assets of Seller or any Affiliate outside Subsidiary that were material to the Purchased Assets or NetBank Finance, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (jix) any declaration, setting aside or payment Seller has not written up the value of any dividend or other distribution Purchased Assets with a book value on the Balance Sheet in respect excess of the capital stock (or other applicable equity or beneficial interest) $5,000, determined as collectible any Receivable in excess of Subsidiary$50,000, or any direct or indirect redemptionportion thereof in excess of $25,000, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest)which were previously considered uncollectible, or written off as uncollectible any Option with respect toReceivable or any portion thereof, Subsidiaryexcept for write-downs, write-ups, and write-offs in the Ordinary Course of Business, none of which is material in amount; (kx) Seller has not instituted or settled any authorization, issuance, sale material Legal Proceeding affecting the Purchased Assets or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryAssumed Liabilities; (lxi) Seller has not granted any (A) reorganization, liquidation license or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking sublicense of any action rights under or with respect to any such amendmentPurchased Intellectual Property; (nxii) except as Seller has not agreed, committed, arranged or entered into any understanding to do anything set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingthis Section 5.7.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10SCHEDULE 3.12, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary2004, there has been not been: (a) any eventchange in the business, change financial condition, properties, operations or circumstance prospects of any Obligor from that reflected in the Financial Statements, other than changes in the ordinary course of business or otherwise disclosed in the filings described in Section 5.20 hereof, none of which individually or in the aggregate has had, had or is reasonably likely expected to have, have a Seller Material Adverse Effect; (b) any resignation or termination of any officers or key employees of any Obligor, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer of key employee; (c) any material damage change, except in the ordinary course of business, in the contingent obligations of any Obligor by way of guaranty, endorsement, indemnity, warranty or otherwise; (normal wear and tear excepted)d) any damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect, which has had a Material Adverse Effect; (ce) any purchasewaiver by any Obligor of a valuable right or of a material debt owed to it in excess of $100,000; (f) any direct or indirect loans made by any Obligor to any shareholder, saleemployee, mortgage, pledge, lease, officer or creation or other incurrence director of any Lien on the Business, any Purchased Asset or asset of SubsidiaryObligor, other than purchases, sales or leases of assets advances made in the Ordinary Course ordinary course of Business or the creation or incurrence of Permitted Exceptionsbusiness; (dg) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, compensation arrangement or agreement with respect toany employee, any rights officer, director or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)shareholder; (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside declaration or payment of any dividend or other distribution in respect of the capital stock assets of the Company; (or other applicable equity or beneficial interesti) to the best of Subsidiarythe Company's knowledge, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option labor organization activity with respect toto any Obligor's employees; (j) any debt, Subsidiaryobligation or liability incurred, assumed or guaranteed by any Obligor, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any authorizationsale, issuanceassignment or transfer or any patents, sale trademarks, copyrights, trade secrets or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryintangible assets; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and change in any other PersonMaterial Agreement in effect that would have a Material Adverse Effect; (m) any amendment satisfaction or discharge of any Lien or payment of any obligation by any Obligor, except in the ordinary course of business and that is not material to the organizational documents business, properties, financial condition, operations or prospects of Subsidiary or the taking of any action with respect to any such amendmentCompany; (n) except as set forth any Lien on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision Asset of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; orObligor except Permitted Liens; (o) any entering into action, suit, proceeding or investigation against any Obligor, except any such action, suit, proceeding or investigation that (i) is not material to the business, properties, financial condition, operations or prospects of an agreement to do the Company or engage in (ii) is set forth on SCHEDULE 3.7; (p) any written communication received by any Obligor alleging that the Company or its products has violated any of the foregoingpatents or patent related licenses and other proprietary rights and processes of any other Person; or (q) any other events or conditions of any character that, either individually or cumulatively, have resulted in a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this Agreement Agreement, as set forth in the attached disclosure schedules of the Buyer (the "Buyer Disclosure Schedules") or as set forth on Schedule 6.10in the Commission Documents, since December 31June 30, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, 2005: (i) there has not been: (a) been any eventmaterial adverse change in the business, change assets or circumstance financial condition of the Buyer nor has there occurred any event which has had, or is reasonably likely to haveresult in a material adverse change in the business, a Seller Material Adverse Effectassets or financial condition of the Buyer; (bii) there has not been any material damage (normal wear and tear excepted)damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business property and assets of the Buyer having a replacement cost of more than $25,000 for any single loss or Subsidiary$50,000 for all such losses; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (of the Buyer or any repurchase, redemption or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder acquisition by the Buyer of any outstanding shares of capital stock (or other applicable equity or beneficial interest) securities of, or option with respect toother ownership interest in, Subsidiarythe Buyer; (liv) the Buyer has not awarded or paid any bonuses to employees of the Buyer or agreed to increase the compensation payable or to become payable by it to any of the Buyer's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives (A) reorganization, liquidation other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or dissolution compensation expense of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personthe Buyer); (mv) there has not been any amendment to change by the organizational documents of Subsidiary Buyer in accounting or the taking of any action with respect to any such amendmenttax reporting principles, methods or policies; (nvi) the Buyer has not entered into any transaction or conducted its business other than in the ordinary course consistent with past practice; (vii) the Buyer has not failed to promptly pay and discharge current liabilities except as where disputed in good faith by appropriate proceedings; (viii) the Buyer has not made any loans, advances or capital contributions to, or investments in, any person or entity; (ix) the Buyer has not mortgaged, pledged or subjected to any lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Buyer, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business consistent with past practice; (x) the Buyer has not discharged or satisfied any lien, or paid any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Buyer; (xi) the Buyer has not canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any contract or right except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Buyer; (xii) the Buyer has not made or committed to make any capital expenditures or capital additions or betterments in excess of $20,000 individually or $40,000 in the aggregate; (xiii) the Buyer has instituted or settled any material legal proceeding; and (xiv) the Buyer has not agreed to do anything set forth on Schedule 6.10(nin this Section 2(j), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in Schedule 6.105.8, since December 31, 2008, Subsidiary and the Balance Sheet date (i) Seller has conducted the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, (ii) there has not beenbeen any event, change, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect as of the date hereof. Without limiting the generality of the foregoing, since the Balance Sheet date: (ai) there has not been any eventdamage, change destruction or circumstance which has hadloss, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $50,000 for any single loss or $250,000 for all such losses; (ii) affecting neither Seller nor any Subsidiary has sold, leased, transferred, assigned, conveyed or otherwise disposed of any of its respective assets of the Business (whether tangible or intangible), other than inventory sold for fair consideration in the Ordinary Course of Business, (iii) there has not been any change by Seller or any Subsidiary in accounting or Tax reporting principles, methods or policies with regard to the Purchased Assets, except as required under Law or that will not have any effect on the operation of the Business by Purchaser after the Closing; (iv) Seller has not made or rescinded any election relating to Taxes, settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as may be required by Law, made any change to any of its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed federal income tax return, in each case solely with regard to the Purchased Assets; (v) neither Seller nor any Subsidiary has failed to promptly pay and discharge current Liabilities relating to the Purchased Assets when due, except for Liabilities not material to the Business or any Purchased Asset in any material respectamounts that are disputed in good faith by appropriate proceedings; (cvi) neither Seller nor any purchaseSubsidiary has mortgaged, sale, mortgage, pledge, leasepledged or subjected to any Lien any of the Purchased Assets, or creation acquired any assets used or other incurrence of any Lien on held for use in the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of Business except for assets acquired in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsin an aggregate amount not to exceed $150,000; (dvii) neither Seller nor any Subsidiary has canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Material Purchased Contract or material change right relating to the Business; (viii) neither Seller nor any Subsidiary has made or committed to make any capital expenditures relating to the Business in excess of $150,000; (ix) neither Seller nor any method Subsidiary has granted any license or sublicense of accounting any rights under or accounting practice with respect to the any Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than Intellectual Property except to end users in the Ordinary Course of Business; (fx) Seller has not made any material settlementloan (other than advances of expenses) or entered into any other transaction with Employees or its Affiliates, waiver has not granted any bonuses to such Employees (other than bonuses granted under agreements entered into prior to the Balance Sheet date and commitments to grant bonuses referred to in Section 8.1(d)) or agreement with respect increased the compensation of any Employee (other than pursuant to any Legal Proceeding, Liability, agreements or other right;arrangements entered into prior to the Balance Sheet date); and (gxi) Seller has not agreed, committed, arranged or entered into any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect understanding to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as do anything set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingthis Section 5.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Section 5.7 of the Company Disclosure Schedule 6.10and except for the Company Restructuring, since December 31, 2008, Subsidiary and the Business Financial Information Reference Date (i) the business of the Fairway Group Companies has been conducted only in all material respects in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, (ii) there has not beenbeen any event, change, occurrence or circumstance that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (iii) none of the Fairway Group Companies have taken any of the following actions: (a) repurchased, redeemed or otherwise acquired any eventoutstanding shares of capital stock, change membership interests or circumstance which has had, other equity interests of any Fairway Group Company or is reasonably likely to have, a Seller Material Adverse Effectany Blocker; (b) any material damage (normal wear and tear excepted)transferred, destructionissued, eminent domain taking sold or disposed of, or granted options, warrants or other casualty loss (whether rights to purchase or not covered by insurance) affecting Subsidiary otherwise acquire, any shares of capital stock, membership interests or the Business other equity interests of any Fairway Group Company or any Purchased Asset in any material respectBlocker; (c) effected any purchaseliquidation, salemerger, mortgageconsolidation, pledgerestructuring, leaserecapitalization, reclassification, reorganization or creation or other incurrence like change in the capitalization of any Lien on Fairway Group Company or any the BusinessBlocker; (d) amended the Organizational Documents of any Fairway Group Company or any the Blocker; (e) (A) incurred or assumed any Indebtedness or (B) made any investments in or loans or advances to any other Person, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets except in each case in the Ordinary Course of Business or to the creation extent any such Indebtedness, loans or incurrence of Permitted Exceptionsadvances will be discharged at or prior to Closing; (df) (A) acquired any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry intocorporation, terminationlimited liability company, amendment, cancellation, partnership or other modification business organization or division thereof or (B) sold, leased or otherwise disposed of any Agreement material assets or any waiver ofsecurities, or agreement with respect to, any rights or obligations set forth therein, other than except in the Ordinary Course of Business; (fg) any material settlement, waiver settled or agreement with respect to compromised any Legal Proceeding, Liability, Proceedings in excess of $50,000 individually or other right$100,000 in the aggregate; (gA) materially increased the compensation or benefits payable or to become payable to any incurrence or assumption employee of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable Fairway Group Company or any change in the methodology employed by Seller Blocker or Subsidiary with respect to the payment thereof(B) materially amended, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventoryadopted, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Businessterminated any material Benefit Plans, which except in the each case of (i)-(iv) above, exceeds as may have been required by an existing employment Contract or in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (i) other than in the Ordinary Course of Business, materially amended, extended or terminated any Material Contract; (j) changed any declarationmethods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy, setting aside except in each case as required by applicable Law or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, SubsidiaryGAAP; (k) filed any authorizationTax Returns, issuancefailed to pay any Taxes when due, sale or other disposition by Subsidiary of made any shares of capital stock material Tax election (or other applicable equity or beneficial interest) ofexcept to the extent consistent with past practice), settled any Tax audit, or option with respect to, Subsidiary, or surrendered any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarymaterial Tax refund; (l) directly or indirectly engaged in any transaction, arrangement or Contract with any Related Party (A) reorganization, liquidation other than employment or dissolution consulting agreements entered into with individuals in the Ordinary Course of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person;Business); or (m) entered into any amendment to the organizational documents of Subsidiary agreement or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute otherwise made a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement commitment to do or engage any the actions enumerated in any of the foregoingthis Section 5.7(iii).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in the ------------------------------- Developments Schedule 6.10attached hereto: --------------------- (a) Since the date of the Latest Balance Sheet, since December 31except as otherwise expressly provided herein, 2008, Subsidiary and Seller has: (i) conducted the Business has been conducted only in the Ordinary Course usual and ordinary course of business in accordance with past custom and practice (including placing purchase orders only for reasonable quantities and at reasonable prices and accepting customer orders only for reasonable quantities on reasonable terms and at rates and in amounts consistent with past custom and practice); (ii) used reasonable best efforts to keep in full force and effect its present business organization and the Business; (iii) used reasonable efforts to (A) retain the employees of the Business who are performing satisfactorily, (B) preserve the present business relationships with all customers and all material suppliers and distributors of the Business, to the extent such relationships are beneficial to the Business, (C) preserve the goodwill of the Business and (D) promote the smooth transition of such customers, suppliers and distributors from Seller to Buyer; (iv) maintained all of the material Purchased Assets in good repair, order and condition, except for ordinary wear and tear not caused by neglect, and maintained insurance reasonably comparable to that in effect on the date of the Latest Balance Sheet; and (v) conducted the cash management customs and practices of the Business (including the collection of receivables and payment of payables and maintenance of inventory control and pricing and credit practices) in the usual and ordinary course of business in accordance with past custom and practice, or as of the Closing Date failed to pay any account payable on or prior to the date on which such payment was first due, notwithstanding any extension or waiver. (b) Since the date of the Latest Balance Sheet, except as otherwise provided herein, Seller has not, with respect to the Business: (i) incurred any liability other than in the ordinary course of business consistent with past custom and practice; (ii) entered into any transaction, arrangement or contract (including, without limitation, any transfer of the Purchased Assets or placing a Lien on any of the Purchased Assets) except on an arm's-length basis in the ordinary course of business consistent with past custom and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effectpractice; (biii) entered into any transaction, arrangement or contract with any officer, director, partner, stockholder or other insider or Affiliate of Seller including, without limitation, any sale, transfer, assignment or conveyance of inventory; (iv) instituted any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or change in the conduct of Business or any Purchased Asset change in any material respect; (c) any its method of purchase, sale, mortgage, pledge, lease, management, marketing, operation or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsaccounting; (dv) made any material change in any method of accounting or accounting practice with respect to purchases for the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course ordinary course of Businessbusiness consistent with past custom and practice; (fvi) discharged or satisfied any material settlementlien or encumbrance or paid any material obligation or liability, waiver or agreement other than current liabilities paid in the ordinary course of business consistent with respect to any Legal Proceeding, Liabilitypast custom and practice, or other rightcanceled, compromised, waived or released any right or claim; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (nvii) except as set forth on Schedule 6.10(n)the "Licenses Schedule," modified, ----------------- sold, assigned, transferred, abandoned or permitted to lapse any violationlicenses or permits which, breach individually or default underin the aggregate, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating are material to the Business or any portion thereof, or any of the Purchased AssetsProprietary 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; (viii) made or granted any bonus or any wage or salary increase to any employee, officer or director, or directly or indirectly made any other material change in employment terms for any employee, officer or director, other than bonuses and increases in the ordinary course of business to non-executive employees consistent with past custom and practice; (ix) made or granted any increase in, or amended or terminated, any existing plan, program, policy or arrangement, including without limitation, any Plan, employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement, or amended or renegotiated any existing collective bargaining agreement or entered into any new collective bargaining agreement or multiemployer plan; (x) 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 $25,000 of Assumed Liabilities on the Closing Date; (xi) made any loans or advances to, or pledges or guarantees for the benefit of, or entered into any transaction with any employee, officer or director, except for the transactions contemplated by this Agreement, and for advances consistent with past custom and practice made to employees, officers and directors for expenses incurred in the ordinary course of business; (xii) 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; (xiii) received notification that any Material Customer or supplier will stop or decrease in any material respect the rate of business done with Seller; (xiv) borrowed any amount or incurred or become subject to any material liabilities, except liabilities under Seller's existing bank facilities or 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; (xv) pledged to make any charitable or other capital contribution; (xvi) 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; (xvii) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practice; or (oxviii) any entering into of an agreement committed to do or engage in any of the foregoing. (c) Seller and Shareholder represent and warrant that between July 24, 1996 and the Closing Date, neither Seller nor Shareholder has (and has not permitted any Affiliate, employee, officer, director, stockholder, agent or other person acting on its behalf to) discussed any possible sale of, solicited or accepted any offer to, or negotiated, agreed to or sold, all or any part of the securities or assets of the Business (other than the sale or other disposition of inventory or other assets in the ordinary course of business consistent with past custom and practice) to or with any other party (other than Buyer or its representatives) or provided any information to any other party (other than Buyer or its representatives) concerning Seller (other than information which Seller provides to other parties in the ordinary course of its business consistent with past custom and practice, so long as Seller has no reason to believe that the information may be utilized to evaluate a possible acquisition). (d) Seller has not at any time made or committed to make any payments for bribes, kickback payments or other illegal payments. (e) Seller has not accelerated, terminated, modified, or canceled any contract, lease, sublease, license, sublicense or other agreement set forth on the attached "Contracts Schedule" or "Leases Schedule" (except for the ------------------ --------------- cancellation of agreements entered into between Seller and Shareholder), and to Seller's Knowledge, no other party has accelerated, terminated, modified, or canceled any contract, lease, sublease, license, sublicense or other agreement set forth on the attached "Contracts Schedule" or "Leases Schedule" (except for ------------------ --------------- the cancellation of agreements entered into between Seller and Shareholder).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or Since December 31, 2003, except as set forth on Schedule 6.102.11 attached hereto or in the Unaudited Financial Statements, since December 31, 2008, Subsidiary and the Business Seller has been conducted its business only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: (a) any eventno material adverse change in the condition (financial or otherwise) of Seller or in the assets, change liabilities, business or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effectprospects of Seller; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any no declaration, setting aside or payment of any dividend or other distribution in with respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryto, or any direct or indirect redemptionredemption or acquisition of, purchase any of the capital stock of Seller; (c) no waiver of any valuable right of Seller or cancellation of any material debt or claim held by Seller; (d) no increase in the compensation paid or payable to any officer, director, employee or agent of Seller, other than normal merit increases made in the ordinary course of business consistent with Seller's past practices; (e) no loss, destruction or damage to any property of Seller, whether or not insured, having an effect in excess of $5,000; (f) no labor dispute involving Seller and no change in the personnel of Seller or the terms and conditions of their employment other than in the ordinary course of business; (g) no acquisition or disposition of any assets (or any contract or arrangement therefore), including any Seller Intellectual Property Assets, nor any other transaction by Seller, in each case other than for fair value in the ordinary course of business; (h) no change in accounting methods or practices of Seller, including any changes in its revenue recognition or accrual and reserve policies and practices; (i) no reduction in any accrued expenses or other acquisition by Seller liabilities, except for payments related to the expense or its Affiliates liability for which the accrual was originally established; (j) no amendment or termination of any such capital stock (contract or other applicable equity agreement to which Seller is a party or beneficial interest)by which it is bound which is expected or estimated to result, or any Option with respect toactually results, Subsidiaryin a loss of revenues to Seller in excess of $10,000; (k) any authorizationno distribution, issuance, sale commission or other disposition by Subsidiary payment of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, kind to a Stockholder or any modification Affiliate of a Stockholder, pursuant to the Excluded Contracts or amendment otherwise, other than salary payments to the Stockholders in respect of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary;employment services; and (l) any no commitment (Acontingent or otherwise) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since the date of the latest balance sheet included in the Unaudited Contributed Businesses Financial Statements, since December 31, 2008, Subsidiary and the Business has NAI Contributed Businesses have been conducted only in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, and, with respect except to the Business, extent reflected or otherwise disclosed in the Purchased Assets and SubsidiaryNAI Disclosure Schedule, there has not been: (a) any eventmaterial adverse change in the business, change assets, results of operation or circumstance condition (financial or otherwise) of the NAI Contributed Businesses (without regard to changes resulting from macroeconomic or general industry conditions) (a "Publications Material Adverse Change"), and there has not occurred any event which has had, or is reasonably likely to have, result in a Seller Publications Material Adverse EffectChange; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside aside, or payment of any dividend or distribution (other distribution in respect than of the capital stock (cash) to NAI or other applicable equity or beneficial interest) any of Subsidiaryits affiliates, or any direct or indirect redemption, retirement, purchase or other acquisition by Seller or its Affiliates any NAI Contributed Entity of any such of its capital stock (or other applicable equity securities or beneficial interest)options, warrants or other rights to acquire capital stock; (c) any increase in salary, wage, benefit or other remuneration payable or to become payable to any current or former officer, director, employee or agent of any of the NAI Contributed Businesses or any Option with respect increase in any bonus or severance payment or arrangement made to, Subsidiaryfor or with any of its officers, directors, employees or agents or any grant of a supplemental retirement plan or program or special remuneration for any officer, director, employee or agent of any of the NAI Contributed Businesses, in each case other than in the ordinary course of business and consistent with past practice (including regular annual salary and performance bonus increases); (d) any sale, lease or other transfer or disposition of any material asset of any of the NAI Contributed Businesses; (e) any change in accounting methods, practices or policies (including any change in depreciation or amortization policies or rates) by any of the NAI Contributed Businesses or any revaluation by any of the NAI Contributed Businesses of any of its assets; (f) any material modification or change to any material contract by any of the NAI Contributed Businesses, other than in the ordinary course of business; (g) any written waiver or written release of any right or claim of substantial value by any of the NAI Contributed Businesses; (h) any payment, discharge or satisfaction of any material claim, liability or obligation by any of the NAI Contributed Businesses, other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in its balance sheet as of March 31, 1998 referred to in Section 6(b) or 6(e) above (the "Latest Balance Sheet") or incurred since the date of such balance sheet in the ordinary course of business and consistent with past practice and other than scheduled repayments of indebtedness reflected on the Latest Balance Sheet; (i) any issuance or sale of capital stock or other securities or membership or other ownership interests, exchangeable or convertible securities, options, warrants, puts, calls or other rights to acquire capital stock or other securities or other ownership interests of any of the NAI Contributed Entity; (j) any guarantee by any NAI Contributed Entity of any indebtedness for borrowed money, except for guarantees of public indebtedness, which will terminate as of the Closing; (k) any authorization, issuance, sale delay in the payment of any trade or other disposition by Subsidiary payables other than in the ordinary course of any shares of capital stock (or other applicable equity or beneficial interest) of, or option business and consistent with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary;past practice; or (l) any (A) reorganization, liquidation agreement by NAI or dissolution any of Seller its affiliates or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to of the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement NAI Contributed Businesses to do or engage in any of the foregoing.

Absence of Certain Developments. Except [* * *], since [* * *], Seller has conducted the Business in the Ordinary Course, there has not been any Material Adverse Effect nor has there occurred any event which is reasonably likely to result in a Material Adverse Effect, and Seller has not: (a) failed to maintain the Purchased Assets in substantially the same condition as expressly on [* * *] (ordinary wear and tear excluded); (b) suffered any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets of more than $[* * *] for any single loss or $[* * *] in the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; (c) made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of the Business other than officers or managers; (d) entered into or amended any employment, consulting, deferred compensation, retention, change-of-control, incentive plan, severance, or similar agreement with any employee or service provider of the Business, or entered into or amended any Contract restricting its right to compete; (e) entered into any collective bargaining agreement or relationship with any union or other labor organization; (f) except for the transactions contemplated by this Agreement or as set forth on Schedule 6.10, since December 31, 2008, Subsidiary and the other Transaction Documents, entered into or amended any other Contract related to the Business has other than in the Ordinary Course and which, in the aggregate, are not material in the aggregate to the Business; (g) hired or terminated employees or engaged or terminated independent contractors that provide services to the Business other than in the Ordinary Course, and at a level consistent with past practice; (h) breached or affirmatively waived any breach or any right with respect to any Material Contract related to the Business; (i) mortgaged, pledged, or subjected to any Lien (other than Permitted Liens) any of the Purchased Assets; (j) acquired any assets included in the Purchased Assets, or sold, assigned, transferred, conveyed, leased, or otherwise disposed of any assets that would otherwise have been conducted only Purchased Assets, except for assets acquired, sold, assigned, transferred, conveyed, leased, or otherwise disposed of in the Ordinary Course; (k) canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Contract or right, in each case, that relates materially to the continued conduct of the Business, except in the Ordinary Course and which, in the aggregate, are not material in the aggregate to the Business; (l) entered into, amended, renewed, terminated, or permitted to lapse any Contract that relates materially to the continued conduct of the Business or transaction with any of its Affiliates, or paid to or received from any of its Affiliates any amount; (m) made or committed to make any capital expenditures or capital additions or improvements that relate materially to the continued conduct of the Business: (i) in excess of [* * *] individually or [* * *] in the aggregate; or (ii) outside the Ordinary Course; (n) entered into any prepaid transactions or otherwise accelerated revenue recognition or the sales for periods prior to the Closing, in each case, related materially to the Business; (o) changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case, related materially to the Business; (p) amended any of its Governing Documents, or failed to maintain its existence as a corporation, or failed to qualify or maintain its qualifications in any jurisdiction where it is required to be qualified to conduct the Business as a foreign entity; (q) adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of foreign, federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; (r) issued any equity or debt securities or permitted any transfer thereof; (s) incurred or guaranteed any Indebtedness related to the Business or secured by any of the Purchased Assets; (t) incurred or guaranteed any Liabilities related to the Business (other than in the Ordinary Course); (i) discharged, repaid, amended, modified, made payment on, canceled, or compromised any Indebtedness related exclusively to the Business or secured by any of the Purchased Assets, or discharged or satisfied any Lien (other than Permitted Liens); or (ii) engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, or other obligation of any Affiliate of Seller; (v) failed to pay any of its Liabilities when due; (w) entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body; (x) transferred, assigned, or granted any license or sublicense of any material rights that relate materially to the Business under or with respect to any Intellectual Property; (y) failed in any material respect: (i) to comply with all Laws applicable to the Business (including Environmental Permits and Environmental Laws); and (ii) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business; (z) made any filings or registrations that relate to the Business with any Governmental Body, except routine filings and registrations made in the Ordinary Course; (aa) accelerated, terminated, not renewed, adversely modified, or canceled any Contract (or series of related Contracts) that is an Assigned Contract or would have been an Assigned Contract if not for such termination, non-renewal or cancelation, in each case involving more than $[* * *] to which Seller is or was a party or by which it is or was bound, or received written or oral notice from any other Person that such Person intends to take any of the foregoing actions; (bb) adopted, amended, modified, or terminated any of its Employee Benefit Plans; (cc) written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; (dd) except in the Ordinary Course of Businessbusiness, and, introduced any material change with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of producing or distributing its products, the levels of Inventory related to the Business that it maintains, its marketing techniques, or Subsidiary;its accounting methods; and (eee) entered into any entry into, termination, amendment, cancellation, agreements or other modification of any Agreement commitments to do or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than perform in the Ordinary Course of Business; (f) future any material settlement, waiver or agreement with respect actions referred to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock this Section 2.7 (or other applicable equity disclosed an intent to do so) or beneficial interest) of Subsidiary, taken or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure omitted to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating be required to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage be disclosed in any section of the foregoingDisclosure Schedule.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Section 3.07 of the Company Disclosure Letter or related to, or as a result of COVID-19 or COVID-19 Measures, since December 31the Latest Balance Sheet Date through the date of this Agreement, 2008, Subsidiary and none of the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not beenCompany Entities has: (a) incurred, created, paid or repaid any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse EffectIndebtedness for borrowed money; (b) subjected any of its material damage (normal wear and tear excepted)properties or material assets to any Lien, destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respectexcept for Permitted Liens; (c) settled or otherwise compromised any purchase, sale, mortgage, pledge, lease, material Action or creation or other incurrence threatened Action for an amount in excess of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions$250,000; (d) acquired any material change business (in any method form of accounting transaction) at a cost in excess of $1,000,000; (e) declared, set aside or accounting practice made any payment or distribution of property to the Company’s equityholders with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellationsuch equityholder’s Equity Securities, or other modification of purchased, redeemed or otherwise acquired any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, Equity Securities (other than in the Ordinary Course of Businesswholly-owned Subsidiaries); (f) sold, assigned, leased, licensed or otherwise transferred any material settlementof its tangible assets, waiver or agreement with respect to any Legal Proceeding, Liability, or other rightexcept in the ordinary course of business for fair value; (g) sold, transferred, assigned, or licensed to a third party, or abandoned or permitted to lapse or expire any incurrence or assumption material Intellectual Property Rights (other than non-exclusive licensing of any Indebtedness Intellectual Property Rights in an aggregate amount greater than Fifty Thousand Dollars ($50,000the ordinary course of business); (h) modified, other than in the ordinary course of business, its cash management practices in any (i) material manner, including any delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary other Liability, any agreement with respect any party to extend the payment thereofdate of any accounts payable or expenses, (ii) acceleration salaries, bonuses, or any other Liability or obligation, or otherwise engaging in any activity the purpose or intent of which is to accelerate to earlier periods the collection of Accounts Receivable accounts or any change notes receivable that otherwise would be expected to occur in the methodology employed by Seller or Subsidiary with respect subsequent periods, in each case which is material to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)Company Entities taken as a whole; (i) directly or indirectly engaged in any transaction transaction, arrangement or Contract (excluding any Employee Benefit Plan) with any officer, manager, member, partner, direct or indirect equityholder or other insider or Affiliate outside of any Company Entity, except employment arrangements in the Ordinary Course ordinary course of Businessbusiness; (j) any declaration, setting aside except for actions taken in the ordinary course of business or payment as required by the terms of any dividend CBA, Employee Benefit Plan or other distribution in respect of the capital stock applicable Law, established, materially amended, terminated or adopted any new material Employee Benefit Plan (or other applicable equity any plan, policy, program, arrangement or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interestContract that would constitute a material Employee Benefit Plan if it were in existence on the date hereof), or any Option with respect to, Subsidiary; (k) changed any authorizationannual accounting period, issuanceadopted or changed any method of accounting or accounting practices, sale estimation techniques, assumptions, policies or other disposition principles theretofore adopted or followed, except as required by Subsidiary of any shares of capital stock (GAAP or other applicable equity or beneficial interest) ofLaw and reflected in a note to the Financial Statements, or option with respect to, Subsidiary, reversed any accruals or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryreserves; (l) implemented any layoffs that required notice under the U.S. Worker Adjustment and Retraining Notification Act of 1988 or any similar Law giving rise to mass termination obligations (A) reorganizationcollectively, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personthe “WARN Act”); (m) any amendment to made capital expenditures or commitments therefor that deviate from the organizational documents annual capital expenditures budget for the Company Entities attached hereto as Section 3.07(m) of Subsidiary or the taking of any action with respect to any such amendmentCompany Disclosure Letter by more than $250,000 in the aggregate; (n) made any loans or advances to, guarantees for the benefit of or any Investments in any Person, other than advances to any employee of the Company Entities in the ordinary course of business and not in excess of $100,000 individually or $250,000 in the aggregate; (o) made any charitable contributions in excess of $100,000 in the aggregate or made any political contributions; (p) (i) changed a method of accounting or accounting period for Tax purposes, (ii) entered into any agreement with any Governmental Entity (including a “closing agreement” under Code Section 7121) with respect to any Tax matter, (iii) filed an amended Tax Return, (iv) changed or revoked any material election with respect to Taxes, or (v) made any material Tax election inconsistent with past practices; (q) (i) materially increased the compensation, severance or termination pay, bonus, commission, fee, or benefits payable to any of its current or former directors, officers, individual service providers or any other employees, except as set forth on Schedule 6.10(nmay be required under existing employment agreements, CBAs or Employee Benefit Plans or general merit based increases in the ordinary course of business, (ii) hired any new employees or engaged any new independent contractors, unless such hiring or engagement is in the ordinary course of business and is with respect to employees or contractors having an annual base salary or fee and target cash incentive compensation opportunity not reasonably expected to exceed $150,000, (iii) entered into or materially amended any Contracts of employment, including any offer letter, or any consulting, bonus, commission, severance, retention, change in control, equity or equity-based award, retirement or similar agreement, except for employment agreements or offer letters for newly hired employees in the ordinary course of business with an annual base salary and target cash incentive compensation opportunity not reasonably expected to exceed $150,000, (iv) taken any action to cause to accelerate the payment, funding, right to payment or vesting of any compensation or benefits (except as required by applicable Law or the terms of any Employee Benefit Plan), or (v) terminated the employment or service of any violationemployee or other individual service provider of any Company Entity with an annual base salary and target cash incentive compensation opportunity that exceeds $150,000, breach other than for cause; (r) amended or default underotherwise modified its Organizational Documents; (s) issued, sold, pledged, transferred, disposed of or otherwise subjected to any Lien any Equity Securities of the Company or any of its Subsidiaries; (t) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any of its Equity Securities; (u) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the taking Company or failure to take any action that of its Subsidiaries; (with v) waived, amended or without notice modified any Note Document, or waived, amended or modified any Company Entity’s rights thereunder; (w) permitted the lapse of time or both) would constitute a violation or breach of, or default under, any term or provision existing policy of any Permit held or used by Subsidiary or Seller and insurance relating to the Business business or assets of the Purchased AssetsCompany Entities, other than in the ordinary course of business; or (ox) any entering into of an agreement authorized, committed or agreed, whether orally or in writing, to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement disclosed in the SEC Reports or as set forth on Schedule 6.10in Section 4.17 of the GraphOn Disclosure Schedule, since December 31, 2008, Subsidiary and the Business has been conducted only in date of the Ordinary Course balance sheet comprising a portion of Business, and, with respect to the Business, most recent GraphOn Financial Statements (the Purchased Assets and Subsidiary, "GraphOn Balance Sheet Date,") there has not beenbeen any state of facts, change, circumstance, development, or event that has had or would reasonably be expected to have a Material Adverse Effect on GraphOn. In particular, since the GraphOn Balance Sheet Date through the date hereof, GraphOn has not: (a) conducted its business outside the ordinary course of business consistent with past practice; (b) made or suffered any eventmaterial change in the nature or conduct of its business, regardless of whether such change has had or circumstance which has had, or is could reasonably likely be expected to have, have a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) received notice that any purchaseof its suppliers or customers intends to alter the amount of business conducted with GraphOn or to cease conducting business with GraphOn altogether, sale, mortgage, pledge, lease, which alteration or creation or other incurrence cessation of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsbusiness would have a Material Adverse Effect; (d) entered into, amended in any material change respect, or terminated in whole or in material part any method of accounting or accounting practice with respect to the Business or Subsidiarymaterial GraphOn Contract; (ei) made or incurred any entry intocapital expenditure, termination, amendment, cancellationexcept in the ordinary course of business consistent with past practice, or other modification (ii) made or incurred any capital expenditure in excess of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than $50,000 in the Ordinary Course of Businessaggregate; (f) sold, assigned, licensed, exchanged, leased, transferred or otherwise disposed of any material settlementof its assets or properties, waiver or agreement other than for a fair consideration and except in the ordinary course of business consistent with respect past practice with suitable replacements being obtained therefor to any Legal Proceeding, Liability, or other rightthe extent necessary to operate the business; (g) suffered any incurrence material damage to or assumption destruction or loss of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)of its assets or properties, regardless of whether such damage, destruction, or loss was covered by insurance; (h) purchased, leased, or otherwise acquired any assets or properties, except in the ordinary course of business consistent with past practice; (i) delay incurred any Liability to any Person, except in the ordinary course of business consistent with past practice, or postponement (ii) incurred any Liability to any Person involving actual or potential aggregate future payments by GraphOn in excess of $100,000; (j) borrowed any money or issued any bonds, debentures, notes, or other instruments evidencing borrowed money; (k) paid, discharged, or satisfied any of its Liabilities, except in the ordinary course of business consistent with past practice; (l) failed to pay, discharge, or satisfy any of its Liabilities when due and payable or materially delayed doing any of the payment foregoing, except for such Liabilities that it believes in good faith are not owed and do not exceed, individually or in the aggregate, $10,000; (m) received notice that any Person party thereto has accelerated, terminated, modified, or cancelled any material GraphOn Contract; (n) made any loan or advance of money to any Person in an amount in excess of $5,000 or made loans or advanced money to Persons in the aggregate in excess of $25,000; (o) compromised, canceled, waived, or released any material claim or right of GraphOn or any material Liability of any accounts other Person; (p) received notice that any material Liability has been asserted against GraphOn; (q) subjected any of its assets or properties, or permitted any of its assets or properties to be subjected to, any Encumbrance except for Permitted Liens; (r) increased by more than 5% the total annual cash compensation payable or to any employee whose total annual cash compensation prior to such increase was less than $50,000; (s) made any material change in the methodology employed by Seller employment terms of any director, officer, or Subsidiary employee outside the ordinary course of business consistent with respect to past practice; (i) adopted, established, amended, or terminated any Employee Benefit Plan, or (ii) paid any amount or provided any benefit under any Employee Benefit Plan, except in the payment thereofordinary course of business consistent with past practice; (i) experienced any labor organizational effort, strike, organized work stoppage or interruption, or organized work slowdown, (ii) acceleration received any written claim or grievance, unfair labor practice charge or complaint, charge of the collection of Accounts Receivable discrimination, or occupational health and safety citation or complaint involving any present or former employee or other personnel retained by GraphOn other than routine individual grievances, or (iii) experienced any change in the methodology employed its employee relations that has had or could reasonably be expected to have a Material Adverse Effect; (i) amended or authorized amendment of its certificate of incorporation or bylaws, or (ii) rescinded or modified or authorized rescission or modification of any resolutions adopted by Seller its board of directors or Subsidiary with respect to the payment theretostockholders; (i) changed its authorized capital stock, (ii) effected any stock split, reverse stock split, or other recapitalization affecting its capital stock, (iii) turnover issued or sold or otherwise disposed of inventoryany of its capital stock, options, warrants, calls, or other rights to purchase capital stock, any securities convertible into or exchangeable for capital stock, or other securities, or (iv) incurrence purchased, redeemed, retired, or otherwise acquired any of its capital stock or other Liabilities outside of the Ordinary Course of Businesssecurities; (x) declared, which paid, or set aside for payment any dividends, distributions, or payments on its capital stock (whether in the case of (i)-(iv) above, exceeds cash or in the aggregate an amount greater than Fifty Thousand Dollars ($50,000kind); (i) changed any transaction with of its accounting methods, principles, assumptions, or practices, or (ii) written up, down, or off the value of any Affiliate outside of the Ordinary Course of Businessits assets; (ji) failed to pay when due any declarationpremium with respect to any insurance policy covering GraphOn or its business, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryassets, properties, directors, officers, or any direct employees, or indirect redemption, purchase (ii) canceled or other acquisition by Seller or its Affiliates of failed to renew any such capital stock insurance policy; or (or other applicable equity or beneficial interest)aa) agreed, committed, or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale otherwise arranged to take or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or suffer the taking of any action with respect to any described in this Section 4.17, regardless of whether such amendment; (n) except as set forth on Schedule 6.10(n)agreement, any violation, breach or default undercommitment, or the taking other arrangement is oral, written or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingotherwise.

Absence of Certain Developments. Except as expressly contemplated required by this Agreement or as set forth on Schedule 6.104.9, since December 31, 2008, Subsidiary the Balance Sheet Date (a) the Company and the Business has been Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business, and(b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect and (c) neither the Company nor any Subsidiary has: (i) except in the Ordinary Course of Business, declared, set aside, made or paid any dividend or other distribution in respect of the capital stock of or other securities of, or other ownership interests in, the Company or any of the Subsidiaries or repurchased, redeemed or otherwise acquired any outstanding equity interests or other securities of, or other ownership interests in, the Company or any of the Subsidiaries; (ii) transferred, issued, sold, pledged, encumbered, or disposed of the equity interests or other securities of, or other ownership interests in, the Company or any of the Subsidiaries or granted options, warrants, calls or other rights to purchase or otherwise acquired equity interests or other securities of, or other ownership interests in, the Company or any of the Subsidiaries; (iii) effected any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company or any of the Subsidiaries, or amended the terms of any outstanding securities of the Company or any of the Subsidiaries; (iv) amended the organizational documents of the Company or any of the Subsidiaries; (v) Except as set forth on Schedule 4.9(c)(v), (A) increased the salary or other compensation of any director, manager, officer or Internal Employee or consultant, except in the Ordinary Course of Business, (B) granted any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, Internal Employee or consultant, (C) increased the coverage or benefits available under any (or create any new) severance, retention, change in control or similar pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, managers, officers, Internal Employees, agents or representatives of the Company or any of the Subsidiaries or otherwise modified or amended or terminated any such plan or arrangement or (D) entered into any employment, deferred compensation, severance, retention, change in control, special pay, consulting, non-competition or similar agreement or arrangement with any directors, managers or officers of the Company or any of the Subsidiaries (or amend any such agreement) to which the Company or any of the Subsidiaries is a party; (vi) except in the Ordinary Course of Business, (A) issued, created, incurred, assumed, guaranteed, endorsed or otherwise became liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness; (B), paid, repaid, discharged, purchased, repurchased or satisfied any Indebtedness of the Company or any of the Subsidiaries; or (C) modified the terms of any Indebtedness or other Liability; (vii) subjected itself to any Lien or otherwise encumbered or, except for Permitted Exceptions, permitted, allowed or suffered to be encumbered, any of the properties or assets (whether tangible or intangible) of, or used by, the Company or any of the Subsidiaries; (viii) acquired any material properties or assets or sold, assigned, licensed, transferred, conveyed, leased or otherwise disposed of any of the material properties or assets of, or used by, the Company or the Subsidiaries, other than for fair consideration in the Ordinary Course of Business; (ix) entered into or agreed to enter into any merger or consolidation with any corporation or other entity, or engaged in any new business or invested in, made a loan, advance or capital contribution to, or otherwise acquired the securities, of any other Person; (x) canceled or compromised any debt or claim or waived or released any material right of the Company or any of the Subsidiaries except in the Ordinary Course of Business; (xi) entered into any commitment for capital expenditures of the Company and the Subsidiaries in excess of $5,000 for any individual commitment and $10,000 for all commitments in the aggregate; (xii) entered into, modified or terminated any labor or collective bargaining agreement of the Company or any of the Subsidiaries or, through negotiation or otherwise, made any commitment or incurred any Liability to any labor organization with respect to the Business, Company or any of the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse EffectSubsidiaries; (bxiii) introduced any material change with respect to the operation of the Company or any of the Subsidiaries, including any material change in the types, nature, composition or quality of its products or services, or, other than in the Ordinary Course of Business, made any change in product specifications or prices or terms of distributions of such products or change its pricing, discount, allowance or return policies or grant any pricing, discount, allowance or return terms for any customer or supplier not in accordance with such policies; (xiv) entered into any transaction or entered into, modified or renewed any Contract which by reason of its size, nature or otherwise is not in the Ordinary Course of Business; (xv) except for transfers of cash pursuant to normal cash management practices in the Ordinary Course of Business, made any investments in or loans to, or paid any fees or expenses to, or entered into or modified any Contract with any Related Persons; (xvi) made a change in its accounting or Tax reporting principles, methods or policies; (xvii) (A) made, changed or revoked any Tax election, settled or compromised any Tax claim or Liability or entered into a settlement or compromise, or changed (or made a request to any Taxing Authority to change) any material damage aspect of its method of accounting for Tax purposes, or (normal wear and tear excepted), destruction, eminent domain taking B) prepared or other casualty loss filed any Tax Return (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset amendment thereof) unless such Tax Return was prepared in any material respecta manner consistent with past practice and the Company provided Buyer a copy thereof (together with supporting papers) at least three (3) Business Days prior to the due date thereof for Buyer to review and approve; (cxviii) entered into any purchaseContract, saleunderstanding or commitment that restrains, mortgagerestricts, pledge, lease, limits or creation impedes the ability of the Company or other incurrence any Subsidiary to compete with or conduct any business or line of business in any geographic area or solicit the employment of any Lien on the Businesspersons; (xix) terminated, amended, restated, supplemented, abandoned or waived any Purchased Asset rights under any (A) Material Contract (including any Real Property Lease, Personal Property Lease or asset of SubsidiaryIntellectual Property License), other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions(B) Company Permit; (dxx) settled or compromised any material change pending or threatened Legal Proceeding or any claim or claims for, or that would result in any method a loss of accounting revenue of, an amount that could, individually or accounting practice with respect in the aggregate, reasonably be expected to the Business or Subsidiarybe greater than $15,000; (exxi) changed or modified its credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or failed to pay or delayed payment of payables or other liabilities; (xxii) took any entry into, termination, amendment, cancellationaction which may have adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement; (xxiii) enter into any new line of business, or discontinue any existing line of business; (xxiv) (A) delay or postpone the payment of accounts payable or other modification liabilities, other than those being disputed in good faith, or (B) accelerate or cause the acceleration of the collection or receipt of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinaccounts receivable, other than in the Ordinary Course of Business; (fxxv) any material settlementfail to keep in full force and effect all insurance policies, waiver except for insurance policies that relate to a Plan, as of the date hereof (or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000insurance policies having substantially similar coverage); (hxxvi) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect agreed to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any do anything (A) reorganizationprohibited by this Section 4.9, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary which would make any of the representations and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking warranties of any action with Seller in this Agreement or any of the Seller Documents or Company Documents untrue or incorrect in any material respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage could result in any of the foregoingconditions to the Closing not being satisfied or (C) that could be reasonably expected to have a material adverse effect to the Company.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth for matters disclosed on Schedule 6.102.8, since December 31the date of the Most Recent Balance Sheet, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change no event or circumstance which has had, occurred that has had or is would be reasonably likely to have, have a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or . Except for the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000);matters disclosed (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) made any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryconnection with any repurchase, or any direct or indirect redemption, purchase redemption or other acquisition by of, any of its capital stock, equity interests or (ii) entered into, or performed, any transaction with, or for the benefit of, Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), Seller’s Equityholders or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution Affiliate of Seller or Subsidiary Seller’s Equityholders (other than payments made to officers, managers, directors and employees in the Ordinary Course of Business); (e) suffered any material loss, destruction or damage (in each case, whether or not insured) affecting the Business or any material Asset; (f) increased the Compensation payable or paid, whether conditionally or otherwise, to (i) any employee, consultant or agent other than in the Ordinary Course of Business, (ii) any manager, director or officer other than in the Ordinary Course of Business or (Biii) business combination involving Seller or Subsidiary and Seller’s Equityholders or any other Person; Affiliate of Seller or Seller’s Equityholders; (mg) adopted or made any change in its methods of accounting or accounting practices (including with respect to reserves), except changes as required by the Code; (h) terminated or closed any Facility, business or operation; (i) made, changed or revoked any election relating to Taxes or adopted or changed any method of Tax accounting, or prepared any material Tax Returns in a manner that is inconsistent with past practice, filed an amendment to any Income Tax Return or other material Tax Return, filed a claim for refund of Taxes, surrendered any right or claim to a refund for Taxes, entered into a closing or similar agreement with a Taxing Authority, submitted to a Taxing Authority any request for a ruling or closing agreement or similar agreement with respect to Taxes, settled and/or compromised any Tax Liability, or consented in writing to any claim or assessment relating to any Taxes or waived the organizational documents statute of Subsidiary limitations for any such claim or the taking of any action assessment (other than with respect to any such amendment; extension of time to file any Tax Return); (nj) adopted, or except as set forth required by applicable Legal Requirements, amended any Employee Plan or, except in accordance with terms thereof as in effect on Schedule 6.10(n)the date of the Most Recent Balance Sheet, increased any violation, breach benefits under any Employee Plan; (k) written up or default under, written down any of its material Assets or revalued its inventory outside the taking Ordinary Course of Business; (l) failed to maintain in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance; and (m) entered into any Contract outside the Ordinary Course of Business or failure otherwise agreed to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingactions described in the foregoing clauses (a) through (m).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.104.6, since December 31, 20082015, Subsidiary Seller has operated and conducted the Business has been conducted only in the Ordinary Course ordinary course of Businessbusiness in all material respects and has not experienced or suffered any Material Adverse Effect. Without limiting the foregoing, andexcept as set forth on Schedule 4.6, Seller has not with respect to itself, the Business, the Purchased Assets Assets, and Subsidiary, there has not beenthe Assumed Liabilities: (a) (i) other than in the ordinary course of business, paid trade or account payables or delayed or postponed the payment of any event, change trade or circumstance which has had, accounts payable or is reasonably likely commissions or any other Liability or (ii) agreed or negotiated with any party to have, a Seller Material Adverse Effectextend the payment date of any trade or accounts payable or commission or any other Liability or (iii) accelerated the collection of (or discounted) any accounts or notes receivable (whether billed or unbilled) or any deferred revenue or taken any actions or omitted to take any actions with the intent or the purpose of satisfying the Target Working Capital as of the Closing; (b) instituted or permitted any material damage change in the conduct of the Business, or any material change in its method of purchase, sale, lease, management, marketing, promotion or operation; (normal wear and tear exceptedc) sold, leased, assigned or transferred any of its tangible assets (including the Purchased Assets), destructionexcept in the ordinary course of business, eminent domain taking or canceled without fair consideration any material debts or claims owing to or held by it; (d) sold, assigned, licensed or sublicensed (other than non-exclusive licenses or sublicenses to customers in the ordinary course of business), transferred or encumbered any Intellectual Property Rights or other intangible assets, disclosed any proprietary confidential information to any Person (other than Buyer and Buyer’s representatives, agents, attorneys and accountants, and other than Persons that have signed or are bound by confidentiality or nondisclosure agreements for the benefit of Seller), or abandoned or permitted to lapse any Intellectual Property Rights; (e) made or granted any bonus or any wage or salary increase to any employee (except as required by any Employee Plan or, in the case of non-officer employees, consistent with past practice), or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any Employee Plan or adopted any Employee Plan; (f) incurred any Indebtedness or incurred or become subject to any material Liability, except current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business; (g) suffered any extraordinary Losses or waived any rights of material value, whether or not in the ordinary course of business; (h) suffered any damage, destruction or casualty loss to its tangible assets (including the Purchased Assets) in excess of $100,000, whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (ci) made any purchase, sale, mortgage, pledge, lease, capital expenditures or creation or other incurrence commitments therefore that aggregate in excess of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions$100,000; (dj) made any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinpolicies, other than those required by GAAP which have been disclosed in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect writing to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, SubsidiaryBuyer; (k) entered into any authorizationother material transaction, issuance, sale whether or other disposition by Subsidiary not in the ordinary course of any shares of capital stock (or other applicable equity or beneficial interest) ofbusiness, or option with respect to, Subsidiary, or materially changed any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary;business practice; or (l) authorized any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default underof, or the taking committed or failure agreed to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default underthe foregoing actions, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingother than as expressly contemplated hereby.

Absence of Certain Developments. Except as expressly Since January 1, 2019, except for the transactions contemplated by this Agreement or and the Related Agreements, and except as otherwise set forth on Schedule 6.10Section 5.06 of the Disclosure Schedule, since December 31, 2008, Subsidiary and the Business there has not been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and SubsidiaryCompanies or their respective Subsidiaries, there has not beenany: (a) occurrence of any fact, change, effect, circumstance, event, change occurrence, condition, development or circumstance which state of facts, that either individually or in the aggregate has had, had or is would reasonably likely be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted)damage, destruction, eminent domain taking or other casualty loss (loss, whether or not covered by insurance) affecting Subsidiary insurance or the Business or any Purchased Asset not, having an uninsured cost in any material respectexcess of $200,000; (c) any purchaseentry into, saleamendment, mortgage, pledge, leasetermination, or creation waiver of any right under any employment, severance, or termination Contract with any officer, director, or employee earning more than $200,000 per annum, of the Companies or their respective Subsidiaries; (d) increase in the compensation or benefits (including severance or termination payments) payable, or to become payable, by the Companies or their respective Subsidiaries to any of their respective officers, employees, directors, independent contractors, consultants, or Affiliates or any adoption of, or increase in, any bonus, equity, severance, insurance, pension, or other incurrence employee benefit plan, payment or arrangement made to, for or with any such officers, employees, directors, independent contractors, consultants or any Affiliate of any Lien on the BusinessCompanies or their respective Subsidiaries, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets except for such increases which occurred in the Ordinary Course of Business or for individuals whose annual compensation does not exceed, in the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiaryaggregate $200,000; (e) any entry intochange in accounting policies, termination, amendment, cancellationprinciples, or methodologies or in the manner the Companies and their respective Subsidiaries keep their respective Books and Records or any change by the Companies or their respective Subsidiaries of their current practices with regard to accounting for sales, receivables, payables, or expenses (including any change in depreciation or amortization policies or rates); (f) other modification of any than with respect to this Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than sales of inventory in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceedingthe sale, Liabilityassignment, transfer, lease, license, or other rightdisposition of, or entry into a Contract to sell, assign, transfer, lease, license, or otherwise dispose of, any asset or property having a value in excess of $100,000 individually, or $250,000 in the aggregate; (g) any incurrence changes in the ownership of the Companies and their respective Subsidiaries, including the issuance, repurchase, redemption, assignment, or assumption transfer of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)Equity Securities of the Companies or their respective Subsidiaries; (h) any (i) delay or postponement actions which, if taken after the date of this Agreement, would have required the consent of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect Buyer pursuant to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)Section 6.04; (i) adoption, change or revocation of any transaction with material Tax election, adoption or change of any Affiliate outside material Tax accounting method, change in Tax classification (as a corporation, partnership or disregarded entity), settlement or compromise of the Ordinary Course any material Tax claim or assessment, amendment of Business;any Tax Return, extension or waiver of any statute of limitation in respect of Taxes, request for any Tax ruling, or entry into any Tax sharing or similar agreement; or (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment Contract to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in consummate any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10in Section 7.8 of the Disclosure Schedule, since December 31, 20081999, Subsidiary and there has not been any event, occurrence or circumstance outside the Ordinary Course of Business that has been conducted only had or could reasonably be expected to have a Material Adverse Effect on DC or any of its Subsidiaries. Without limiting the generality of the foregoing, since that date: (a) Except as set forth in Section 7.8(a) of the Disclosure Schedule, neither DC nor any of its Subsidiaries has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) Except as set forth in Section 7.8(b) of the Disclosure Schedule, neither DC nor any material damage of its Subsidiaries has entered into any agreement, contract, lease or license (normal wear or series of related agreements, contracts, leases and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurancelicenses) affecting Subsidiary or outside the Business or any Purchased Asset in any material respectOrdinary Course of Business; (c) Except as set forth in Section 7.8(c) of the Disclosure Schedule, no party (including DC and any purchaseof its Subsidiaries) has accelerated, saleterminated, mortgagemodified, pledgeor canceled any agreement, contract, lease, or creation license (or other incurrence series of related agreements, contracts, leases, and licenses) to which DC or any Lien on the Businessof its Subsidiaries is a party or by which it is bound, any Purchased Asset except for such accelerations, terminations or asset of Subsidiary, other than purchases, sales or leases of assets modifications in the Ordinary Course of Business which have not and could not reasonably be expected to have a Material Adverse Effect on DC or the creation or incurrence any of Permitted Exceptionsits Subsidiaries; (d) Except as set forth in Section 7.8(d) of the Disclosure Schedule, neither DC nor any material change in of its Subsidiaries has imposed any method Security Interest upon any of accounting its assets, tangible or accounting practice with respect to the Business or Subsidiaryintangible; (e) Neither DC nor any entry into, termination, amendment, cancellation, of its Subsidiaries has made any capital expenditure (or other modification series of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in related capital expenditures) outside the Ordinary Course of Business; (f) Neither DC nor any material settlementof its Subsidiaries has materially changed any of its accounting or Tax reporting principles, waiver methods (including elections) or agreement with respect to any Legal Proceeding, Liability, or other rightpolicies; (g) Neither DC nor any incurrence of its Subsidiaries has made any capital investment in, any loan to, or assumption any acquisition of the securities or assets of, any Indebtedness other Person (or series of related capital investments, loans and acquisitions), except for purchases of assets in an aggregate amount greater than Fifty Thousand Dollars ($50,000)the Ordinary Course of Business which have not and could not reasonably be expected to constitute a Material Adverse Effect on DC; (h) Neither DC nor any of its Subsidiaries has issued any note, bond or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (i) delay or postponement Except as set forth in Schedule 7.8(i) of the payment Disclosure Schedule, neither DC nor any of any accounts payable or any change its Subsidiaries has failed to pay and discharge current liabilities in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, except where disputed in good faith by appropriate proceedings and for which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)adequate reserves were made; (ij) Except as set forth in Section 7.8(j) of the Disclosure Schedule, neither DC nor any transaction with of its Subsidiaries has canceled, compromised, waived or released any Affiliate right or claim (or series of related rights and claims) outside of the Ordinary Course of Business; (jk) Except in the Ordinary Course of Business, neither DC nor any declaration, setting aside of its Subsidiaries has granted any license or payment sublicense of any dividend rights under or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) to any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryIntellectual Property; (l) Except as set forth in Section 7.8(l) of the Disclosure Schedule, there has been no change made or authorized in the Organizational Documents of DC or any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personits Subsidiaries; (m) Except as set forth in Sections 7.2 and 7.8(m) of the Disclosure Schedule, neither DC nor any amendment to the organizational documents of Subsidiary its Subsidiaries has issued, sold, or the taking otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock, as the case may be; (n) Neither DC nor any of its Subsidiaries has 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; (o) Neither DC nor any of its Subsidiaries has experienced any damage, destruction or loss (whether or not covered by insurance) to its property; (p) Except as set forth in Section 7.8(p) of the Disclosure Schedule, neither DC nor any of its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors or officers; (q) Except as set forth in Sections 7.8(p) and 7.8(q) of the Disclosure Schedule, neither DC nor any of its Subsidiaries has entered into any employment contract, written or oral, or modified the terms of any such existing contract or agreement; (r) Except as set forth in Sections 7.8(p), 7.8(q) and 7.8(s) of the Disclosure Schedule, neither DC nor any of its Subsidiaries has granted any increase in the compensation of any of its directors, officers, or employees; (s) Except as set forth in Sections 7.8(p), 7.8(q) and 7.8(s) of the Disclosure Schedule, neither DC nor any of its Subsidiaries has adopted, amended, modified or terminated any bonus, profit-sharing, incentive, stock option, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers and employees (or taken any such action with respect to any such amendmentother Employee Benefit Plan); (nt) except Except as set forth on Schedule 6.10(nin Sections 7.8(p), 7.8(q) and 7.8(s) of the Disclosure Schedule, neither DC nor any violationof its Subsidiaries has made any other change in employment terms for any of its directors, breach officers or default underemployees outside the Ordinary Course of Business or in the terms of its agreements with any independent contractors; and (u) Neither DC nor any of its Subsidiaries has made or pledged to make any charitable or other capital contribution; (v) There has not been any other material occurrence, or the taking or event, incident, action, failure to take act or transaction outside the Ordinary Course of Business involving DC or any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsits Subsidiaries; orand (ow) Neither DC nor any entering into of an agreement its Subsidiaries is under any legal obligation, whether written or oral, to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated for the actions taken by Merck, Merck SH or any Merck Subsidiaries pursuant to this Agreement and the applicable Ancillary Agreements or as set forth on disclosed in Schedule 6.1010.9, since December 31, 20081996, Subsidiary and the Merck Contributed Business has been conducted only operated in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any eventsale, change assignment, transfer or circumstance which has hadother disposition to any Third Party of, or is reasonably likely imposition of any lien or other Encumbrance on, any Merck Contributed Assets or any of the properties, assets, Inventories or obsolete items of the Merck Transferred Subsidiaries, without any and all proceeds [*] for all such sales, assignments, transfers or other dispositions (other than sales of Inventory in the ordinary course of business consistent with past practice) being contributed to have, the Merial Venture. Merck covenants and agrees that all such proceeds [*] shall through the Closing Date be segregated and held in a Seller Material Adverse Effectseparate bank account owned by Merck or a Merck Subsidiary (these proceeds [*] being referred to as the “Merck Assets Sale Proceeds”) and thereby contributed to the Merial Venture on the Closing Date; (b) any material damage (normal wear and tear excepted)damage, destruction, eminent domain taking destruction or other casualty loss (to any Merck Contributed Assets or to any of the assets or properties of the Merck Transferred Subsidiaries, whether or not covered by insurance) affecting Subsidiary , which, individually or in the Business aggregate, has a Material Adverse Change or any Purchased Asset in any material respectEffect; (c) any purchase, sale, mortgage, pledge, lease, material change in any accounting principle relevant to the Merck Contributed Business used by Merck or creation or other incurrence any of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsits Subsidiaries; (d) other than in the ordinary course of business, any material change in any method of accounting transaction, commitment or accounting practice with respect agreement relating to the Merck JV Business entered into by Merck or Subsidiaryany of its Subsidiaries, or any relinquishment by Merck or any of its Subsidiaries of any rights relating to the Merck JV Business under any agreement or otherwise, having a value or involving aggregate payments [*]; (e) any entry into, termination, amendment, cancellation, or other modification grant of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinlicenses or entry into any licensing or distributorship or agency arrangements by Merck or any of its Subsidiaries with respect to the Merck JV Business which, other than individually or in the Ordinary Course of Businessaggregate, has a Material Adverse Change or Effect; (f) any material settlementloss of employees or any changes in any of Merck’s or any of its Subsidiaries’ employee benefit plans (other than those required by applicable law) which, waiver individually or agreement with respect to any Legal Proceedingin the aggregate, Liability, has a Material Adverse Change or other rightEffect; (g) other than in the ordinary course of business, any incurrence or assumption disclosure of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars secret or confidential Intellectual Property ($50,000)except by way of issuance of a patent or pursuant to this Agreement or the Ancillary Agreements) or any lapse or abandonment of Intellectual Property (or any registration or grant thereof or any application relating thereto) related to the Merck JV Business to which, or under which, Merck or any Subsidiary has any right, title, interest or license; (h) expenditures or failure to make expenditures on capital investment projects by any (i) delay Merck Transferred Subsidiaries or postponement of the payment in respect of any accounts payable or any change Merck Contributed Assets that were not substantially consistent with the investment plans in the methodology employed by Seller or Subsidiary with respect existence as of December 31, 1996 relating to such projects as disclosed in writing to RP prior to the payment thereof, (ii) acceleration date of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)this Agreement; (i) any transaction with transaction, commitment or any Affiliate outside of agreement involving the Ordinary Course of Business;Merck JV Business entered into between two or more Merck Companies; or (j) any declarationauthorization, setting aside or payment of any dividend approval, agreement or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement binding commitment to do or engage in any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 2.23 attached hereto and except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31April 26, 20082009: (a) no Seller has, Subsidiary suffered any theft, damage, destruction or casualty loss in excess of $100,000 to any Transferred Assets, whether or not covered by insurance or suffered any material damage or destruction to its Books and Records; (b) no Seller has, exclusively with respect to the Business has been conducted only Business, incurred any Liabilities, except Liabilities incurred in the Ordinary Course of Business, andbankruptcy costs and expenses relating to this Agreement and the transactions contemplated hereby; (c) no Seller has, exclusively with respect to the Business, the Purchased Assets and Subsidiarysold, there has not been: leased, assigned or transferred (a) any eventincluding, change or circumstance which has hadwithout limitation, or is reasonably likely transfers to havestockholders, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business holders of ownership interests or any Purchased Asset in any material respect; (cInsider) any purchasea portion of its tangible assets, saleexcept for sales of Inventory, mortgagewhich, pledgeprior to the commencement of the Bankruptcy Case, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets were conducted in the Ordinary Course of Business Business, or the creation canceled without fair consideration any material debts or incurrence of Permitted Exceptionsclaims owing to or held by it; (d) no Seller has sold, assigned, licensed or transferred (including transfers to stockholders or any Insider) any Transferred IP owned by, issued to or licensed to it or disclosed any material change in any method of accounting or accounting practice confidential information with respect to the Business or Subsidiary(other than pursuant to agreements requiring the disclosure to maintain the confidentiality of and preserving all its rights in such confidential information); (e) any entry no Seller has, exclusively with respect to the Business, entered into, terminationamended or terminated any material lease, amendmentcontract, cancellation, agreement or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereincommitment, other than in the Ordinary Course of Business; (f) no Seller has committed to do any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other rightof the foregoing; (g) no Seller has, exclusively with respect to the Business, suffered any incurrence product liability or assumption recall liabilities reasonably expected to result in a Liability in excess of any Indebtedness $1,000,000 in an aggregate amount greater than Fifty Thousand Dollars ($50,000);the aggregate; and (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute there has not occurred a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingMaterial Adverse Change.

Absence of Certain Developments. Except (a) From the date of the Latest Balance Sheet to the date of this Agreement, (i) except in connection with COVID-19 Measures and as expressly contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31, 2008, Subsidiary the business of the Company and the Business its Subsidiaries has been conducted only in all material respects in the Ordinary Course ordinary course of Businessbusiness consistent with past practice (including, andfor the avoidance of doubt, with respect to the Businessrecent past practice in light of COVID-19), the Purchased Assets and Subsidiary, (ii) there has not been: (a) been any eventchange, change event or circumstance which development or prospective change, event or development that, individually or in the aggregate, has had, had or is reasonably likely to have, have a Seller Material Adverse Effect; Effect and (biii) none of the Company or any of its Subsidiaries has suffered any material damage (normal wear and tear excepted)loss, destructiondamage, eminent domain taking destruction or other casualty loss (affecting any of its material properties or assets, in each case, outside of the ordinary course of business and whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect;. (cb) Except as set forth on Schedule 3.07(b) or as expressly contemplated by this Agreement, from the date of the Latest Balance Sheet until the date of this Agreement, neither the Company nor any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions;its Subsidiaries has: (di) any material change in any method amended or modified its certificate of accounting formation or accounting practice with respect to the Business limited liability company agreement (or Subsidiary; (e) any entry into, termination, amendment, cancellation, equivalent organizational or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000governance documents); (hii) issued or sold any (i) delay or postponement of the payment of any accounts payable its equity interests or any change in the methodology employed by Seller options, warrants, convertible or Subsidiary exchangeable securities, subscriptions, rights, equity appreciation rights, calls or commitments with respect to the payment thereofits shares or other equity interests of any kind, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller granted phantom equity or Subsidiary other similar rights with respect to its shares or other equity interests, except for transactions between or among the payment thereto, Company and its wholly-owned Subsidiaries; (iii) turnover (A) increased the compensation or other benefits payable to any current or former employee or individual independent contractor of inventorythe Company or any of its Subsidiaries, except for increases in the ordinary course of business and consistent with past practice to employees or independent contractors earning less than $150,000 in annual base compensation or as required by the terms of any Plan as in effect on the date hereof; (B) granted any right to new or enhanced severance or termination pay to any current or former employees or independent contractors of the Company or any of its Subsidiaries; (C) extended credit of $10,000 or more per individual or renewed or forgave a previously existing extension of credit for the benefit of any current or former employee or independent contractor, (D) hired or terminated for any reason other than for cause any employee with an annual base compensation in excess of $150,000 or (E) amended, modified or terminated any Plan or adopted any arrangement that would be a Plan if in effect on the date hereof; (iv) incurrence entered into any collective bargaining agreement or similar labor contract with any labor union respecting the employment of other Liabilities outside employees of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)Company or its Subsidiaries; (iv) any transaction with any Affiliate outside adopted a plan of the Ordinary Course of Businessliquidation, dissolution, merger, consolidation or other reorganization; (jvi) made any declaration, setting aside or payment acquisition (including by merger) of a material portion of the assets of any dividend other Person for consideration in excess of $1,000,000 or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (mvii) (A) modified or terminated any amendment Material Contract or (B) entered into any contract of a type that would be classified as a Material Contract if such contract was in effect on the date hereof; (viii) modified any material insurance policy of the Company or any of its Subsidiaries, or permitted the lapse of any such insurance policy; (ix) sold, leased, assigned, transferred, pledged, subjected to any Lien (other than Permitted Liens) or otherwise disposed of any of the Company's or any Subsidiary's assets, securities, properties, interests or businesses, except (A) sales of inventory and dispositions of assets in the ordinary course of business consistent with past practice or (B) transfers among the Company and its Subsidiaries; (x) made any loans or advances to, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of, any executive officers or members of its board of directors; (A) declared, authorized, set aside for payment or paid any dividend on, or made any other distribution (other than Tax distributions) in respect of, any of its capital stock, membership interests or other equity interests, other than dividends or distributions paid by any Subsidiary of the Company to the organizational documents Company or any wholly-owned Subsidiary of Subsidiary the Company or the taking (B) adjusted, split, combined, subdivided or reclassified any of its capital stock, membership interests or other equity interests or made any action other change with respect to the capital structure of the Company or any such amendmentof its Subsidiaries; (nxii) made or revoked or modified any material Tax election (other than making elections that are consistent with past practice), changed any annual accounting period, adopted or changed any material accounting method with respect to Taxes or filed any material amended Tax Return in each case, if such actions could have the effect of increasing the Company's or any of its Subsidiaries' liability for Taxes in a taxable period beginning after the Closing; (xiii) except as set forth in the ordinary course of business under the Existing Credit Facilities in effect on Schedule 6.10(n)the date hereof, incurred, created, assumed or otherwise became liable for any violationindebtedness for borrowed money; (xiv) commenced or settled any Action (excluding any Actions that do not involve injunctive or equitable relief against the Company or any of its Subsidiaries and that do not involve liability of the Company or any of its Subsidiaries in excess of $250,000 individually or $1,000,000 in the aggregate) or waived any material right with respect thereto; (xv) made any unbudgeted capital expenditures that were, breach or default underindividually, in excess of $500,000, or, in the aggregate, in excess of $1,000,000, or failed to make any budgeted capital expenditure; (xvi) accelerated the taking collection of or failure to take discounted any action that (with or without notice or lapse accounts receivable, delayed the payment of time or both) would constitute a violation or breach ofany accounts payable, or default underdeferred expenses, any term reduced inventories or provision otherwise increased cash on hand, in each case except in the ordinary course of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsbusiness consistent with past practice; or (oxvii) any entering into of an agreement agreed or committed to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.106.9, since December 31the Balance Sheet Date, 2008, Subsidiary each of the Subsidiaries and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiarythe Subsidiaries, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary the Subsidiaries or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiaryany of the Subsidiaries, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiarythe Subsidiaries; (e) any institution or execution of or increase or material alteration to the employment terms (including without limitation the adoption or amendment of any Employee Benefit Plans) or compensation payable or paid, or alteration in the timing or method of such payments, or institution or execution of any new severance or termination pay practices, whether conditionally or otherwise and whether pursuant to a Contract, Employee Benefit Plan or otherwise, to any Employee or director, officer, or consultant of Sellers (as relates to the Business), the Subsidiaries or any of their respective Affiliates whose responsibilities relate to the Business, other than in the Ordinary Course of Business; (f) any hiring of any new Employees, other than in the Ordinary Course of Business; (g) any entry into, termination, amendment, cancellation, or other modification of any Agreement Contract or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (fh) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (gi) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Twenty-Five Thousand Dollars ($50,00025,000); (hj) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller any of Sellers or Subsidiary the Subsidiaries with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable accounts receivable or any change in the methodology employed by Seller any Sellers or Subsidiary the Subsidiaries with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (ik) any transaction with any Affiliate outside of the Ordinary Course of Business; (jl) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiarythe Subsidiaries, or any direct or indirect redemption, purchase or other acquisition by Seller Sellers or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarythe Subsidiaries; (km) any authorization, issuance, sale or other disposition by Subsidiary the Subsidiaries of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe Subsidiaries, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe Subsidiaries; (ln) any (A) reorganization, liquidation or dissolution of Seller Sellers or Subsidiary the Subsidiaries or (B) business combination involving Seller Sellers or Subsidiary the Subsidiaries and any other Person; (mo) any amendment to the organizational documents of Subsidiary the Subsidiaries or the taking of any action with respect to any such amendment; (np) except as set forth on Schedule 6.10(n6.9(p), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary the Subsidiaries or Seller Sellers and relating to the Business or the Purchased AssetsBusiness; or (oq) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.102.8, since December 31the Most Recent Balance Sheet Date, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business and: (a) the Company has not (i) except for an amendment dated May 27, 2008, amended its Organizational Documents, (ii) amended any term of its outstanding capital stock or (iii) issued, sold, granted, or otherwise disposed of, its capital stock; (b) the creation Company has not become liable in respect of any Guarantee nor has it incurred, assumed or incurrence otherwise become liable in respect of Permitted Exceptionsany Debt, except for borrowings in the Ordinary Course of Business under credit facilities in existence on the Most Recent Balance Sheet Date; (c) the Company has not sold, transferred or otherwise disposed of any of its Assets, except in the Ordinary Course of Business and the distribution of the Excluded Assets; (d) the Company has not permitted any material change in any method of accounting or accounting practice with respect its Assets to the Business or Subsidiarybecome subject to an Encumbrance other than a Permitted Encumbrance; (e) the Company has not made or committed to make any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than capital expenditure except in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any the Company has not (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) made any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryor any repurchase, redemption or other acquisition of, any of its Common Stock or (ii) entered into, or performed, any transaction with, or for the benefit of, the Seller or any Affiliate of the Seller, except the distribution of the Excluded Assets; (g) there has been no material loss, destruction, damage or eminent domain taking (in each case, whether or not insured) affecting the Business or any material Asset; (h) the Company has not increased the Compensation payable or paid, whether conditionally or otherwise, to (i) any employee, consultant, independent contractor or agent other than in the Ordinary Course of Business, (ii) any director or officer of the Company or (iii) the Seller or any Affiliate of the Seller; (i) the Company has not entered into any Contractual Obligation providing for the employment or consultancy of any Person on a full-time, part- time, consulting or other basis other than in the Ordinary Course of Business or otherwise providing Compensation or other benefits to any officer or director; (j) the Company has not made any change in its methods of accounting or accounting practices (including with respect to reserves) or its pricing policies, payment or credit practices or failed to pay any creditor any amount owed to such creditor when due or granted any extensions of credit other than in the Ordinary Course of Business; (k) the Company has not made, changed or revoked any authorizationmaterial Tax election, issuanceelected or changed any method of accounting for Tax purposes, sale settled any Action in respect of Taxes or other disposition by Subsidiary entered into any Contractual Obligation in respect of Taxes with any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryGovernmental Authority; (l) the Company has not terminated or closed any (A) reorganizationFacility, liquidation business or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personoperation; (m) any amendment none of the customers or suppliers required to be disclosed on Schedule 2.21 has canceled, terminated or, to the organizational documents Seller’s Knowledge, otherwise altered (including any reduction in the rate or amount of Subsidiary sales or purchases or change to the taking supply or credit terms, as the case may be) or notified the Company of any action intention to do any of the foregoing or otherwise threatened in writing to cancel, terminate or materially alter (including any reduction in the rate or amount of sales or purchases, as the case may be) its relationship with respect to any such amendmentthe Company; (n) except as set forth on Schedule 6.10(n)no insurer (i) has questioned, any violation, breach denied or default under, disputed (or otherwise reserved its rights with respect to) the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision coverage of any Permit held claim pending under any Liability Policy or used by Subsidiary (ii) has provided any notice of cancellation or Seller and relating any other indication that it plans to cancel any Liability Policy or raise the Business premiums or materially alter the Purchased Assets; orcoverage under any Liability Policy; (o) the Company has not adopted any entering Employee Plan or increased any benefits under any Employee Plan; (p) the Company has not written off as uncollectible any Accounts Receivable or written up or written down any of its material Assets or revalued its Inventory; (q) the Company has not failed to make any scheduled capital expenditures or investments or failed to pay trade accounts payable or any other Liability when due; (r) the Company has not failed to maintain or properly repair any of its Assets; (s) the Company has not entered into of an agreement any Contractual Obligation to do or engage in any of the foregoingthings referred to elsewhere in this Section 2.8; and (t) to the Seller’s Knowledge, no event or circumstance has occurred which has had, will have or may have, a Material Adverse Effect.

Absence of Certain Developments. Except as expressly Since the Latest Balance Sheet Date, except for the transactions contemplated by this Agreement or and the Related Agreements, except as otherwise set forth on Schedule 6.10Section 5.06 of the Disclosure Schedule, since December 31, 2008, Subsidiary and the Business (i) each Acquired Company has been conducted only its business in the Ordinary Course of Business, and, and (ii) there has not been with respect to the Business, Business or the Purchased Assets and Subsidiary, there has not beenAcquired Companies any: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted)damage, destruction, eminent domain taking or other casualty loss (Loss, whether or not covered by insurance) affecting Subsidiary insurance or the Business or any Purchased Asset not, having a cost in any material respectexcess of $200,000; (c) any purchaseMaterial change in accounting policies, sale, mortgage, pledge, leaseprinciples, or creation methodologies or in the manner the Acquired Companies keep their respective books and records or any Material change by the Acquired Companies of their current cash management, billing, collection or other incurrence of accounting practices including with respect to sales, receivables, payables, or expenses (including any Lien on the Business, any Purchased Asset change in depreciation or asset of Subsidiary, amortization policies or rates); (d) other than purchases, with respect to this Agreement or sales or leases of assets inventory in the Ordinary Course of Business Business, the sale, assignment, transfer, lease, license, pledge, mortgage, encumbrance or other disposition of, or entry into a Material Contract to sell, assign, transfer, lease, license, pledge, mortgage, encumber or otherwise dispose of, any asset or property having a value in excess of $125,000 individually, or $250,000 in the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiaryaggregate; (e) changes in the ownership of the Acquired Companies, including the issuance, repurchase, redemption, assignment, or transfer of any entry Equity Securities of the Acquired Companies; (f) any amendment or modification in any Material respect, renewal, termination or grant of any release or relinquishment of any Material right under any Material Contract or Insurance Policy in a manner that adversely affects any Acquired Company, in each case, except for Contracts or Insurance Policies entered into, termination, amendment, cancellation, renewed or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than extended in the Ordinary Course of Business; (fg) except to the extent required to comply with applicable Law or the terms of any Plan or any Material Contract, (A) any material settlementincrease in the compensation or benefits payable by any of the Acquired Companies to its managers, waiver officers, employees or agreement independent contractors (excluding: (i) increases in compensation in the Ordinary Course of Business consistent with respect past practices not to exceed those amounts budgeted by the Acquired Companies for raises in calendar year 2020; and (ii) one-time increases and incentive payments or arrangements after the date hereof as permitted by Section 6.04(b)); (B) any grant or announcement of any equity awards, bonuses or severance benefits payable by any of the Acquired Companies (other than any success, change of control or similar bonuses payable to any Legal Proceedingofficer or employee that is treated as a Transaction Expenses Amount); (C) any hiring of any new employees, Liabilityunless such hiring is in the Ordinary Course of Business; (D) any entry into any employment agreement (excluding offer letters in the Ordinary Course of Business that provide for no severance, change in control or retention benefits) with any of its managers, officers, employees or individual independent contractors; (E) any action to accelerate any payment or benefit, or other right; (g) any incurrence or assumption the funding of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars payment or benefit, payable or to become payable to any managers, officers, employees or individual independent contractors of the Acquired Companies; or ($50,000)F) other adoption, amendment, increase of benefits under, or termination of any Plan; (h) any incurrence of Funded Debt or issuance or sale of any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for revolving loan borrowings incurred in the Ordinary Course of Business that do not exceed $500,000 or debt incurred by Seller or its Affiliates which does not impose additional Liens on the Acquired Companies’ assets or Equity Securities; (i) delay any extension of loans to any other Person; (j) any change of any Tax election, making of any election that is inconsistent with past practices and procedures, any change any Tax accounting period for purposes of a Tax, change of any method of Tax accounting, filing of any amended Tax Return, settlement or postponement compromise of any audit or proceeding relating to an amount of Taxes which is in excess of any reserve established for such Tax on the books and records of the payment of any accounts payable or any change Companies, except in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in agreement to an extension or waiver of the case statute of limitations with respect to Taxes, entry into any “closing agreement” within the meaning of Section 7121 of the Code (i)-(ivor any similar provision of state, local, or foreign law) abovewith respect to any Tax, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)or surrender of any right to claim a Tax refund; (ik) except for capital expenditures incurred in the Ordinary Course of Business in accordance with the Acquired Companies’ budget plan made available to the Buyer prior to the execution of this Agreement, making of any new capital expenditure or expenditures, other than capital expenditures in excess of the amount set forth in such budget plan not to exceed an aggregate of $100,000; (l) any transaction entry into any Contract to make an acquisition (whether by merger, acquisition of stock or assets, or otherwise) of any business or line of business, other than with any Affiliate outside respect to the purchase of assets in the Ordinary Course of Business; (jm) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of the Organizational Documents of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendmentAcquired Companies; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure Contract to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in consummate any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10in the Summa Disclosure Schedule, since December 31, 2008, Subsidiary and the Business date of the Summa Balance Sheet there has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any no declaration, setting aside or payment of any dividend or other distribution in with respect of the to any capital stock (or other applicable equity or beneficial interest) of SubsidiarySumma, or any direct or indirect no redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of Summa's capital stock (stock, and no split-up or other applicable equity or beneficial interest) ofrecapitalization relative to any of such capital stock, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of nor any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach authorizing or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement obligating Summa to do or engage in any of the foregoing; (ii) no loss, destruction or damage to any material property or asset of Summa, whether or not insured; (iii) no acquisition or disposition of material assets (or any contract or arrangement therefor) or any other material transaction by Summa, otherwise than for fair value and in the ordinary course of business; (iv) no discharge or satisfaction by Summa of any lien or encumbrance or payment of any material obligation or liability (absolute or contingent) other than current liabilities shown on the Summa Balance Sheet, or current liabilities incurred since the date thereof in the ordinary course of business, (v) no sale, assignment or transfer by Summa of any of its tangible or intangible assets including any security interest or other encumbrance, or waiver by Summa of any rights of value which, in any such case, is outside the ordinary course of business and material to the business of Summa; (vi) no payment of any bonus to or change in the compensation of any director, officer or employee, whether directly or by means of any bonus, pension plan, contract or commitment; (vii) no write-off or material reduction in the carrying value of any asset which is material to the business of Summa; (viii) no disposition or lapse of rights as to any intangible property which is material to the business of Summa; (ix) except for ordinary travel advances, no loans or extensions of credit to shareholders, officers, directors or employees of Summa; (x) no loss of a customer of or supplier to Summa the loss of which could reasonably be expected to materially adversely affect Summa; (xi) no agreement to do any of the things described in this Section 7.8; or (xii) no materially adverse change in the condition (financial or otherwise) of Summa or in its assets, liabilities, properties or business.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since the date of the Interim Financials, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, Business and, with respect to the Business, except for the Purchased Assets and Subsidiary, there has not been:matters disclosed Schedule 3.9: EXHIBIT 2.1 (a) any event, change or circumstance which has hadThe Sellers have not entered into, or is reasonably likely performed, any transaction with, or for the benefit of, any Affiliates of the Sellers (other than payments made to haveofficers, a Seller Material Adverse Effectdirectors and employees in the Ordinary Course of Business); (b) any There has been no material damage (normal wear and tear excepted)loss, destruction, damage or eminent domain taking or other casualty loss (in each case, whether or not covered by insuranceinsured) affecting Subsidiary or the Business or any Purchased Asset in any material respectAcquired Asset; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other Other than in the Ordinary Course of Business, the Sellers have not (i) increased the Compensation owed, payable or paid, whether conditionally or otherwise, to any Business Service Provider or Former Business Service Provider, (ii) made any material loan or advance to any Business Service Provider or Former Business Service Provider or forgiven or discharged in whole or in part any material loan or advance to any such Person; or (iii) hired or engaged, or terminated the employment or engagement of, any Business Service Provider or Former Business Service Provider. (d) The Sellers have not entered into or amended any agreement or contract providing for the employment or engagement or termination thereof of any Person on a full-time or part-time basis, as an employee, independent contractor or otherwise providing Compensation to any Business Service Provider or Former Business Service Provider; (e) The Sellers have not (i) made any material change in their methods of accounting or accounting practices (including with respect to reserves) or (ii) changed their policies or practices with respect to paying payables or billing and collecting receivables; (f) The Sellers have not terminated or closed any material settlementfacility, waiver business or agreement with respect to any Legal Proceeding, Liability, or other rightoperation; (g) The Sellers have not written up or written down any incurrence Acquired Asset, or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)revalued their Inventory; (h) any (i) delay or postponement of the payment of any accounts payable or any change Except in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case Sellers have not entered into or consented to the sale, assignment, license, conveyance or transfer to any third party of any tangible or intangible assets (i)-(ivincluding any Intellectual Property) above, exceeds in of the aggregate an amount greater than Fifty Thousand Dollars ($50,000)Business; (i) The Sellers have not failed to pay any transaction with fee or otherwise take any Affiliate outside of reasonable action necessary to maintain and protect its right, title and interest in and to the Ordinary Course of Business;Owned IP, including in response to any actions taken by a Governmental Authority; EXHIBIT 2.1 (j) The Sellers have not received any declaration, setting aside notice from any third party (including any manufacturing party) that such third party is the owner or payment purported owner of any dividend Owned IP or other distribution in respect of the capital stock (that any Owned IP is invalid, unenforceable or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryhas been misused; (k) Except as disclosed on Schedule 3.11.2, the Sellers have not entered into, amended or terminated any authorization, issuance, sale lease or other disposition by Subsidiary sublease of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, real property or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option renewals thereof in connection with respect to, Subsidiarythe Business; (l) any (A) reorganization, liquidation No event or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person;circumstance has occurred which constitutes a Material Adverse Effect; and (m) The Sellers have not entered into any amendment to the organizational documents of Subsidiary Contract or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingthings referred to elsewhere in this Section 3.9.

Absence of Certain Developments. Except Since the Balance Sheet Date and except as otherwise required or expressly contemplated by this Agreement or as set forth on Schedule 6.10Section 4.7 of the Disclosure Schedules, since December 31(x) each Company has conducted its respective business activities (including the timing of, 2008, Subsidiary invoicing and collection of receivables and the Business has been conducted accrual and payment of payables and other current liabilities) only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been(y) no Company has: (a) suffered any eventfacts, change events, circumstances, changes, developments, effects or circumstance which conditions that, individually or in the aggregate, has had, had or is would reasonably likely be expected to have, result in a Seller Company Material Adverse Effect; (b) suffered any loss or destruction of any material damage asset (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not than those covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect); (c) sold, leased, transferred, disposed of, abandoned or assigned any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on its assets that are material to the Business, any Purchased Asset or asset business of Subsidiarysuch Company as currently conducted, other than purchasesthe sale of inventory in the Ordinary Course of Business, sales or leases mortgaged, pledged or subjected any asset to any Lien (other than Permitted Liens); (d) made or permitted to be made any change in the Organizational Documents of assets a Company; (e) transferred, issued, pledged, redeemed, sold or otherwise disposed of, or split, combined or reclassified the Shares, warrants, options or other equity interests of a Company or caused any similar change in capitalization with respect to the Shares or other equity interests of a Company or instruments or rights convertible into or exchangeable for equity interests of a Company; (f) incurred or guaranteed any Indebtedness with a value in excess of $100,000; (g) except for cash dividends paid in full at or prior to Closing, declared, set aside, made or paid any dividend or made any distribution (whether in cash or otherwise) with respect to the Shares; (h) revoked or made a change (or made any request to any Governmental Authority to revoke or change) to its accounting methods, principles or practices, including, without limitation, the Inventory Past Practices; (i) engaged in a merger, consolidation, reorganization, reclassification, liquidation, dissolution or similar transaction or filed a petition in bankruptcy under any provision of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law; (j) acquired (including by merger, consolidation, acquisition of equity interests or assets, or otherwise) any Person, any business or any division thereof; (k) made any material increase in benefits or perquisites (except to the extent required pursuant to previously existing binding Contracts), or any increase in compensation in excess of $5,000 on a per annum basis payable to, or which could become payable to, any Seller, director, officer, Employee or Contractor of the Companies; (l) hired, engaged, terminated or accepted of the resignation of any Employee or Contractor of the Companies whose annual compensation exceeds $75,000, or entered into (or amended) any severance or similar Contract with any Employee or Contractor of such Company, or entered into any employment or engagement Contract with any Employee or Contractor whose annual compensation exceeds $75,000; (m) negotiated, modified, extended, terminated or entered into any collective bargaining agreement, or recognized or certified any labor union, works council, other labor organization, or group of employees as the bargaining representative for any employees of the Companies; (n) failed to pay any wages or compensation due to any Employee or Contractor in any material respects, changed the exempt or nonexempt status of any Employee for purposes of the Fair Labor Standards Act and/or any comparable employment standards Law, or changed the employment or contractor classification of any Employee or Contractor; (o) implemented or announced any employee layoffs, plant closings, or other personnel actions that require notice to be issued in compliance with the WARN Act; (p) adopted a new plan or arrangement that would be a Company Benefit Plan or amended or modified any Company Benefit Plan; (q) cancelled or terminated any Insurance Policy or otherwise failed to maintain any Insurance Policy; (r) (i) sold, transferred, licensed, sublicensed, abandoned, permitted to expire or lapse, conveyed, leased or otherwise disposed of any Company-Owned Intellectual Property, or amended or modified in any material respect any existing Contract or rights with respect to any Company-Owned Intellectual Property, other than non-exclusive licenses granted to customers in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (dii) disclosed any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, trade secrets or other modification of confidential information to any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, Person other than pursuant to a written confidentiality and non-disclosure agreement entered into in the Ordinary Course of Business; (fs) (i) entered into any Contract that would constitute a Material Contract or (ii) materially amended, canceled, terminated or waive any material settlement, waiver or agreement with respect to rights under any Legal Proceeding, Liability, or other rightMaterial Contract; (gt) settled any incurrence or assumption of any Indebtedness in an aggregate amount greater Proceeding, other than Fifty Thousand Dollars ($50,000); (h) any a settlement that (i) delay does not involve non-monetary relief or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration is for cash consideration of the collection of Accounts Receivable or any change value less than $50,000, in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsaggregate; or (ou) any entering into of an agreement committed or agreed to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly disclosed in the ECPN SEC Filings or as otherwise contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December March 31, 2008▇▇▇▇, Subsidiary ▇▇▇▇ and the Business has been ECL have conducted their respective businesses only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: occurred or been entered into, as the case may be: (ai) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse Effect; Effect on ECPN or ECL, (bii) any event that would reasonably be expected to prevent or materially delay the performance of ECPN’s obligations pursuant to this Agreement, (iii) any material damage change by ECPN in its accounting methods, principles or practices, (normal wear iv) any amendment to the Articles of Incorporation or Bylaws of ECPN, (v) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by ECPN or ECL, (x) purchase, sale, assignment or transfer of any material assets by ECPN or ECL, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of ECPN or ECL, except for liens for taxes not yet due and tear exceptedsuch other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on ECPN or ECL, as the case may be, or (z) cancellation, compromise, release or waiver by ECPN or ECL of any rights of material value or any material debts or claims, (vi) any incurrence by ECPN or ECL of any material liability (absolute or contingent), destructionexcept for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, eminent domain taking (vii) damage, destruction or other casualty loss (similar loss, whether or not covered by insurance, materially affecting the business or properties of ECPN or ECL, (viii) affecting Subsidiary entry by ECPN or the Business ECL into any agreement, contract, lease or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, license other than in the Ordinary Course ordinary course of Business; business consistent with past practice, (fix) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which ECPN or ECL is a party or by which any of them is bound, (x) entry by ECPN or ECL into any loan or other transaction with any officers, directors or employees of ECPN, (xi) any charitable or other capital contribution by ECPN or ECL or pledge therefore, (xii) entry by ECPN or ECL into any transaction of a material settlementnature other than in the ordinary course of business consistent with past practice, waiver or (xiii) any negotiation or agreement with respect by ECPN or ECL to do any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness the things described in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any the preceding clauses (i) delay or postponement of through (xii); provided, that the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect representations as to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect ECL herein are to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingECPN’s Knowledge.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31, 2008, Subsidiary and the date of the Latest Financial Statement: (a) the Seller has conducted the Business in the Ordinary Course of Business; (b) there has not been any event, transaction, financial condition, or change, taken as a whole, that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect, (c) there have been no amendments to the articles of organization or operating agreement, or similar governing documents of Seller, or action or failure to take any action in violation of the articles of organization or operating agreement of Seller; (d) there has been conducted only no entry into or amendment of any agreements pursuant to which any Seller (i) transfers or licenses exclusively to any Person any Intellectual Property, or (ii) otherwise grants to any Person exclusive rights in any Intellectual Property; (e) there has been no assignment, transfer, lease, license or other disposition of, or agreement to sell, assign, transfer, lease, license or otherwise dispose of, any of the properties, rights or assets of Sellers used in, related to or otherwise helpful to maintaining the Business except in the Ordinary Course of Business, andor the imposition of any Lien on, with respect any properties or assets that are material, individually or in the aggregate, to Seller; (f) except for borrowings under existing agreements in the Ordinary Course of Business, the Purchased Assets and Subsidiary, there has not been: (a) been no incurrence or guarantee by Seller of any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse EffectIndebtedness; (bg) there has been no amendment, modification, termination, extension or removal of the terms of any Purchased Contract; (h) there has been no reduction or increase in the amount of any insurance coverage of Seller provided by existing insurance policies other than upon the expiration of any such policy; (i) there has been no acquisition by Seller or agreement to acquire by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that are material damage individually or in the aggregate, to the Seller, taken as a whole; (normal wear and tear exceptedj) there has been no new material capital expenditure or lease commitments; (k) there has been no declaration of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock or other equity interests; (l) there has been no entrance into any new employment, bonus, severance or similar agreements or amendments with any director, officer, or Employee; (m) there has been no change in Seller’s financial accounting methods, principles or practices, other than as required (A) by changes in GAAP (or any interpretation thereof), destructionor (B) by a change in any applicable Law; (n) there has been no disclosure of any proprietary confidential information to any Person that is not either subject to any fully assignable confidentiality agreement or bound by a legal duty to keep such information confidential; (o) there has been no sufferance of any theft, eminent domain taking damage, destruction or other casualty loss in excess of five thousand dollars ($5,000), to its assets, whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect;; and (cp) there has been no (A) acceleration in the collection of any purchase, sale, mortgage, pledge, leaseaccounts receivables of Seller, or creation or other incurrence write-off of any Lien on the Business, any Purchased Asset accounts receivable or asset notes receivable of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinSeller, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (iB) delay or postponement of the payment of any accounts payable or any change of Seller other than in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10, since December 31, 2008, Subsidiary and Since the Business has been conducted only in filing of the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary10-K, there has been not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any resignation or termination of any officers or Key Employees of Genaissance or any Subsidiary, and Genaissance has no knowledge of any impending resignation or termination of employment of any such officer of Key Employee; (c) any material damage change, except in the ordinary course of business, in the contingent obligations of Genaissance or any Subsidiary by way of guaranty, endorsement, indemnity, warranty or otherwise; (normal wear and tear excepted)d) any damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect, which has had a Material Adverse Effect; (ce) any purchasewaiver by Genaissance or any Subsidiary of a valuable right or of a material debt owed to it; (f) any direct or indirect loans made by Genaissance or any Subsidiary to any of its employees, sale, mortgage, pledge, lease, officers or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiarydirectors, other than purchases, sales or leases of assets advances made in the Ordinary Course ordinary course of Business or the creation or incurrence of Permitted Exceptionsbusiness; (dg) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, compensation arrangement or agreement with respect toany employee, any rights officer or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)director; (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside declaration or payment of any dividend or other distribution in respect of the capital stock assets of Genaissance or any Subsidiary; (i) to Genaissance’s knowledge, any labor organization activity with respect to any employees of Genaissance or other applicable equity any Subsidiary; (j) any debt, obligation or beneficial interest) of liability incurred, assumed or guaranteed by Genaissance or any Subsidiary, or any direct or indirect redemptionexcept (i) those amounts which, purchase or other acquisition by Seller or its Affiliates in the aggregate, do not exceed $100,000, (ii) current liabilities incurred in the ordinary course of any such capital stock (or other applicable equity or beneficial interest)business, or any Option with respect to, Subsidiary(iii) Permitted Indebtedness; (k) any authorizationsale, issuanceassignment or transfer or any patents, sale trademarks, copyrights, trade secrets or other disposition by Subsidiary intangible assets other than in the ordinary course of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarybusiness; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and change in any other PersonMaterial Agreement that would be reasonably likely to have a Material Adverse Effect; (m) any amendment to the organizational documents of Subsidiary satisfaction or the taking discharge of any action with respect to Lien or payment of any such amendmentobligation by Genaissance or any Subsidiary, except in the ordinary course of business; (n) any Lien on any Asset of Genaissance or any Subsidiary except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; orPermitted Liens; (o) any entering into action, suit, proceeding or investigation against Genaissance or any Subsidiary known to it or them, except any such action, suit, proceeding or investigation that if determined adversely, would not reasonably be likely to have a Material Adverse Effect; (p) any written communication received by Genaissance or any Subsidiary alleging that Genaissance or any Subsidiary or any of an agreement to do or engage in their respective products has violated any of the foregoingpatents or patent related licenses and other proprietary rights and processes of any other Person; or (q) any other events or conditions of any character that, either individually or cumulatively, have resulted in a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10disclosed in Section 3.16 of the Affiliated Company Disclosure Schedule, since December 31the date of the balance sheet comprising a portion of the most recent CIDCO Financial Statement, 2008, Subsidiary Cortelco Financial Statement and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and SubsidiarySLL Financial Statement (each an "Affiliated Company Balance Sheet Date," as applicable), there has not beenbeen any state of facts, change, circumstance, development, or event that has had or would reasonably be expected to have a Material Adverse Effect on the Affiliated Companies, either individually or taken as a whole. In particular, since the applicable Affiliated Company Balance Sheet Date through the date hereof, each Affiliated Company has not: (a) conducted its business outside the ordinary course of business consistent with past practice; (b) made or suffered any eventmaterial change in the nature or conduct of its business, regardless of whether such change has had or circumstance which has had, or is could reasonably likely be expected to have, have a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) received notice that any purchaseof its suppliers or customers intends to alter the amount of business conducted with the Affiliated Company or to cease conducting business with the Affiliated Company altogether, sale, mortgage, pledge, lease, which alteration or creation or other incurrence cessation of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsbusiness would have a Material Adverse Effect; (d) entered into, amended in any material change respect, or terminated in whole or in material part any method of accounting or accounting practice with respect to the Business or Subsidiarymaterial Affiliated Company Contract; (ei) made or incurred any entry intocapital expenditure, termination, amendment, cancellationexcept in the ordinary course of business consistent with past practice, or other modification (ii) made or incurred any capital expenditure in excess of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than $50,000 in the Ordinary Course of Businessaggregate; (f) sold, assigned, licensed, exchanged, leased, transferred or otherwise disposed of any material settlementof its assets or properties, waiver or agreement other than for a fair consideration and except in the ordinary course of business consistent with respect past practice with suitable replacements being obtained therefor to any Legal Proceeding, Liability, or other rightthe extent necessary to operate the business; (g) suffered any incurrence material damage to or assumption destruction or loss of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)of its assets or properties, regardless of whether such damage, destruction, or loss was covered by insurance; (h) purchased, leased, or otherwise acquired any assets or properties, except in the ordinary course of business consistent with past practice; (i) delay incurred any Liability to any Person, except in the ordinary course of business consistent with past practice, or postponement (ii) incurred any Liability to any Person involving actual or potential aggregate future payments by the Affiliated Company in excess of $100,000; (j) borrowed any money or issued any bonds, debentures, notes, or other instruments evidencing borrowed money; (k) paid, discharged, or satisfied any of its Liabilities, except in the ordinary course of business consistent with past practice; (l) failed to pay, discharge, or satisfy any of its Liabilities when due and payable or materially delayed doing any of the payment foregoing, except for such Liabilities that it believes in good faith are not owed and do not exceed, individually or in the aggregate, $10,000; (m) received notice that any Person party thereto has accelerated, terminated, modified, or cancelled any material Affiliated Company Contract; (n) made any loan or advance of money to any Person in an amount in excess of $5,000 or made loans or advanced money to Persons in the aggregate in excess of $25,000; (o) compromised, canceled, waived, or released any material claim or right of the Affiliated Company or any material Liability of any accounts other Person; (p) received notice that any material Liability has been asserted against the Affiliated Company; (q) subjected any of its assets or properties, or permitted any of its assets or properties to be subjected to, any Encumbrance except for Permitted Liens; (r) increased by more than 5% the total annual cash compensation payable or to any employee whose total annual cash compensation prior to such increase was less than $50,000; (s) made any material change in the methodology employed by Seller employment terms of any director, officer, or Subsidiary employee outside the ordinary course of business consistent with respect to past practice; (i) adopted, established, amended, or terminated any Employee Benefit Plan, or (ii) paid any amount or provided any benefit under any Employee Benefit Plan, except in the payment thereofordinary course of business consistent with past practice; (i) experienced any labor organizational effort, strike, organized work stoppage or interruption, or organized work slowdown, (ii) acceleration received any written claim or grievance, unfair labor practice charge or complaint, charge of discrimination, or occupational health and safety citation or complaint involving any present or former employee or other personnel retained by the collection of Accounts Receivable Affiliated Company other than routine individual grievances, or (iii) experienced any change in the methodology employed its employee relations that has had or could reasonably be expected to have a Material Adverse Effect; (i) amended or authorized amendment of its certificate of incorporation or bylaws, or (ii) rescinded or modified or authorized rescission or modification of any resolutions adopted by Seller its board of directors or Subsidiary with respect to the payment theretostockholders; (i) changed its authorized capital stock, (iiiii) turnover effected any stock split, reverse stock split, or other recapitalization affecting its capi▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ or otherwise disposed of inventoryany of its capital stock, options, warrants, calls, or other rights to purchase capital stock, any securities convertible into or exchangeable for capital stock, or other securities, or (iv) incurrence purchased, redeemed, retired, or otherwise acquired any of its capital stock or other Liabilities outside of the Ordinary Course of Businesssecurities; (x) declared, which paid, or set aside for payment any dividends, distributions, or payments on its capital stock (whether in the case of (i)-(iv) above, exceeds cash or in the aggregate an amount greater than Fifty Thousand Dollars ($50,000kind); (i) changed any transaction with of its accounting methods, principles, assumptions, or practices, or (ii) written up, down, or off the value of any Affiliate outside of the Ordinary Course of Businessits assets; (ji) failed to pay when due any declarationpremium with respect to any insurance policy covering the Affiliated Company or its business, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryassets, properties, directors, officers, or any direct employees, or indirect redemption, purchase (ii) canceled or other acquisition by Seller or its Affiliates of failed to renew any such capital stock insurance policy; or (or other applicable equity or beneficial interest)aa) agreed, committed, or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale otherwise arranged to take or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or suffer the taking of any action with respect to any described in this Section 3.16, regardless of whether such amendment; (n) except as set forth on Schedule 6.10(n)agreement, any violation, breach or default undercommitment, or the taking other arrangement is oral, written or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingotherwise.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since the Most Recent Balance Sheet Date, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business and, except for the matters disclosed on Schedule 3.8: 3.8.1. the Company has not (i) amended its organizational documents, (ii) amended any term of its outstanding equity interests or other securities or (iii) issued, sold, granted, or otherwise disposed of, any Capital Stock; 3.8.2. the Company has not become liable in respect of any guarantee nor has incurred, assumed or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under credit facilities in existence on the Most Recent Balance Sheet Date; 3.8.3. the Company has not permitted any of its Assets to become subject to an Encumbrance other than a Permitted Encumbrance or sold, leased, licensed or otherwise disposed of any of its Assets, except for the sale of inventory in the Ordinary Course of Business, andor terminated any contractual obligation that, with respect if in place, would have been required to be disclosed on Schedule 3.18, or cancelled any material debts or claims; 3.8.4. the Business, the Purchased Assets and Subsidiary, there Company has not been: (ai) any event, change discharged or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) satisfied any material damage Encumbrance or (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insuranceii) affecting Subsidiary or the Business or any Purchased Asset in paid any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of SubsidiaryLiability, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than trade payables paid in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any 3.8.5. the Company has not (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) made any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryor any repurchase, redemption or other acquisition of, any of its Capital Stock, (ii) purchased, redeemed or otherwise acquired any Capital Stock or (iii) entered into, or performed, any transaction with, or for the benefit of, any Seller or any Affiliate of any Seller (other than Compensation payments made to officers, directors and employees in the Ordinary Course of Business); 3.8.6. there has been no material loss, destruction, damage or eminent domain taking (kin each case, whether or not insured) affecting the Business or any material Asset; 3.8.7. the Company has not increased the Compensation payable or paid, whether conditionally or otherwise, to (i) any authorizationnon-executive employee, issuanceformer employee, sale consultant, former consultant, independent contractor, former independent contractor, or agent other disposition by Subsidiary than in the Ordinary Course of Business, (ii) any current or former executive officer, director or officer, (iii) any Seller other than in its capacity as an executive officer, director or officer, or (iv) any Affiliate of any shares of capital stock (Seller; 3.8.8. the Company has not made any loan or other applicable equity or beneficial interest) advance to, guarantee for the benefit of, or option with respect tomade any investment in, Subsidiary, any Person (other than advances to an employee in the Ordinary Course of Business); 3.8.9. the Company has not entered into any material contractual obligation providing for the employment or any modification or amendment engagement of any right of any holder of any outstanding shares of capital stock (Person on a full-time, part-time, consulting, independent contractor or other applicable equity basis or beneficial interest) ofotherwise providing Compensation or other benefits to any officer, director, employee or option with respect toconsultant, Subsidiaryin each case in excess of $25,000; 3.8.10. the Company has not made any change in any method of accounting or accounting practices or policies (lother than the change from cash based to accrual based accounting) or made any write down in the value of its inventory that is material or that is other than in the Ordinary Course of Business or reversed any accruals or reserves (A) reorganization, liquidation whether or dissolution not in the Ordinary Course of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other PersonBusiness); 3.8.11. the Company has not engaged in any promotional sale or discount or other activity with any customer (mother than in the Ordinary Course of Business) that has or would reasonably be expected to have the effect of materially accelerating to pre-Closing periods sales that would otherwise be expected to occur in post-Closing periods (including any amendment failure to market and sell its products in normal commercial quantities and through normal commercial channels prior to the organizational documents of Subsidiary or the taking of any action with respect to any such amendmentClosing); (n) 3.8.12. the Company has not terminated or closed any material Facility, business or operation; 3.8.13. the Company has not adopted, amended or terminated any Employee Plan or collective bargaining agreement or other labor union contract or, except as set forth on Schedule 6.10(n)required by the terms of the Employee Plan or applicable Legal Requirements, increased any violation, breach material benefits under any Employee Plan; 3.8.14. the Company has not written up or default under, written down any of its material Assets or revalued its inventory; 3.8.15. the taking Company has not entered into any agreement or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and commitment relating to capital expenditures exceeding $25,000 individually or in the Business or aggregate; 3.8.16. the Purchased Assets; or (o) Company has not entered into any entering into of an agreement commitment to do or engage in any of the foregoingthings referred to elsewhere in this Section 3.8; and 3.8.17. no event or circumstance has occurred which has had, or is reasonably likely to have, a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.102.8, since December 31from the Most Recent Balance Sheet Date until the date of this Agreement, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, Business and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) none of the Companies have (i) amended its respective Organizational Documents, (ii) admitted any eventPerson as a shareholder or member, change or circumstance which has hadas applicable, or is reasonably likely to have(iii) issued, a Seller Material Adverse Effectsold, granted or otherwise disposed of any Equity Security; (b) none of the Companies have become liable in respect of any material damage Guarantee nor has it incurred, assumed or otherwise become liable in respect of any Debt (normal wear except unsecured current obligations and tear excepted)liabilities incurred in the Ordinary Course of Business) or made any loans, destruction, eminent domain taking advances or other casualty loss (whether capital contributions to or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset Investments in any material respectPerson (except for travel advance in the Ordinary Course of Business); (c) any purchasenone of the Companies have sold, saleleased, mortgagelicensed, pledge, lease, transferred or creation or other incurrence otherwise disposed of any Lien on the Businessof its Assets, including any Purchased Asset or asset of SubsidiaryAssets that would have otherwise been Acquired Assets, other than purchases, sales or leases of assets except Inventory in the Ordinary Course of Business or the creation or incurrence and except for any Assets having an aggregate value of Permitted Exceptionsless than $10,000; (d) none of the Companies have permitted any material change in any method of accounting or accounting practice with respect its Assets, including the Acquired Assets to the Business or Subsidiarybecome subject to an Encumbrance other than a Permitted Encumbrance; (e) none of the Companies have made or committed to make any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than capital expenditure in the Ordinary Course of Businessan aggregate amount exceeding $10,000; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption none of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any the Companies have (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) made any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryor any repurchase, redemption or other acquisition of, any Equity Security or (ii) entered into, or performed, any transaction with, or for the benefit of, any Owner or any Affiliate of any Owner; (g) there has been no material loss, destruction, damage or eminent domain taking (in each case, whether or not insured) affecting any Company, the Business or any material Asset, including the Acquired Assets; (h) none of the Companies have increased the Compensation payable or paid, whether conditionally or otherwise, to any employee, director, officer, consultant, independent contractor or agent other than (i) as provided for in any written agreement made available to Buyer or (ii) in the Ordinary Course of Business; (i) none of the Companies have entered into, amended or terminated any Contractual Obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting or other basis other than in the Ordinary Course of Business or otherwise providing Compensation or other benefits to any Person other than in the Ordinary Course of Business, or adopted, amended or terminated any Employee Plan or increased any benefits under any Employee Plan or granted or increased the amounts of any vacation pay, sick pay, bonus, severance, incentive, disability or profit sharing payments; (j) none of the Companies have made any change in its methods of accounting or accounting practices (including with respect to reserves) or any material change in its pricing policies, payment or credit practices or failed to pay any creditor any material amount owed to such creditor when due or granted any material extensions of credit; (k) none of the Companies have made, changed or revoked any authorizationmaterial Tax election, issuanceelected or changed any method of accounting for Tax purposes, sale settled any Action in respect of Taxes or other disposition by Subsidiary entered into any Contractual Obligation in respect of Taxes with any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryGovernmental Authority; (l) none of the Companies have terminated or closed any (A) reorganizationFacility, liquidation business or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personoperation; (m) no customer or supplier required to be disclosed on Schedule 2.21 has cancelled, terminated or otherwise materially diminished or altered (including any amendment material reduction in the rate or amount of sales or purchases or material change to the organizational documents supply or credit terms, as the case may be) its arrangement with any Company, or notified in writing, or to the knowledge of Subsidiary or the taking Sellers orally, any Company of any action with respect intention to do any such amendmentof the foregoing; (n) except as set forth on Schedule 6.10(n)no insurer (i) has questioned, any violation, breach denied or default underdisputed (or otherwise reserved its rights with respect to) in writing, or to the taking or failure to take any action that (with or without notice or lapse knowledge of time or both) would constitute a violation or breach ofSellers orally, or default under, any term or provision the coverage of any Permit held claim pending under any Liability Policy or used by Subsidiary or Seller and relating (ii) has provided any written, or, to the Business knowledge of Sellers, oral, notice of cancellation or any other written, or, to the Purchased Assets; orknowledge of Sellers, oral, indication that it plans to cancel any Liability Policy or raise the premiums or materially alter the coverage under any Liability Policy; (o) none of the Companies have written off as uncollectible any entering Accounts Receivable, modified or cancelled any material third-party Debt or written up or written down any of its material Assets, including the Acquired Assets, or revalued its Inventory; (p) none of the Companies have failed to pay trade accounts payable or any other Liability when due; (q) none of the Companies have entered into, materially amended or terminated any Disclosed Contract; (r) none of the Companies have acquired or agreed to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business of any Person or acquired any capital asset or related capital assets with a fair market value in excess of Fifty Thousand Dollars ($50,000); (s) except with respect to disclosure to Buyer in connection with consummating the transactions set forth in this Agreement, there has not occurred any disclosure of Confidential Information; (t) except with respect to consummating the transactions set forth in this Agreement, none of the Companies have entered into any transaction outside the Ordinary Course of an agreement Business; (u) none of the Companies have changed any cash management practices or policies (including without limitation, the timing of collection of Accounts Receivables and payment of payables and other current liabilities) or made any changes in the maintenance of its books and records; (v) none of the Companies has threatened, commenced or settled any Action; (w) none of the Companies has entered into any Contractual Obligation to do or engage in any of the foregoingthings referred to elsewhere in this Section 2.8; and (x) no event or circumstance has occurred which has had, will have or is reasonably likely to have a Seller/Owner Material Adverse Effect.

Absence of Certain Developments. Except for the actions taken by IM, RM or RM’s Subsidiaries in connection with the creation of the Merial Venture as expressly contemplated by this Agreement and the applicable Ancillary Agreements or as set forth on disclosed in Schedule 6.108.9, since December 31, 20081996, Subsidiary RM and the Business has been conducted only its Subsidiaries have operated in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any eventsale, change assignment, transfer or circumstance which has hadother disposition to any Third Party of, or imposition of any liens or other Encumbrance on, any properties, assets, Inventories or obsolete items of RM or any of its Subsidiaries, without any and all proceeds [*] for all such sales, assignments, transfers or other dispositions (other than sales of Inventory in the ordinary course of business consistent with past practice) remaining within RM and its Subsidiaries. IM and RM covenant and agree that all such proceeds [*] (plus all the proceeds from the Diagnostic Disposal, which the Parties hereby agree is reasonably likely not subject to have, the [*] exclusion referred to above) shall through the Closing Date be segregated and held in a Seller Material Adverse Effectseparate bank account owned by RM or an RM Subsidiary (these proceeds [*] being referred to as the “RM Assets Sale Proceeds”) and thereby contributed to the Merial Venture on the Closing Date; (b) any material damage (normal wear and tear excepted)damage, destruction, eminent domain taking destruction or other casualty loss (to any assets or properties of RM or any of its Subsidiaries, whether or not covered by insurance) affecting Subsidiary , which, individually or in the Business aggregate, has a Material Adverse Change or any Purchased Asset in any material respectEffect; (c) any purchase, sale, mortgage, pledge, lease, material change in any accounting principle used by RM or creation or other incurrence any of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsits Subsidiaries; (d) other than in the ordinary course of business, any material change in transaction, commitment or agreement entered into by RM or any method of accounting its Subsidiaries, or accounting practice with respect to the Business any relinquishment by RM or Subsidiaryany of its Subsidiaries of any rights under any agreement or otherwise, having a value or involving aggregate payments [*]; (e) any entry into, termination, amendment, cancellation, or other modification grant of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinlicenses or entry into any licensing or distributorship or agency arrangements by RM or any of its Subsidiaries which, other than individually or in the Ordinary Course of Businessaggregate, has a Material Adverse Change or Effect; (f) any material settlementloss of employees or any changes in any of RM’s or any of its Subsidiaries’ employee benefit plans (other than those required by applicable law) which, waiver individually or agreement with respect to any Legal Proceedingin the aggregate, Liability, has a Material Adverse Change or other rightEffect; (g) other than in the ordinary course of business, any incurrence or assumption disclosure of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars secret or confidential Intellectual Property ($50,000)except by way of issuance of a patent or pursuant to this Agreement or the Ancillary Agreements) or any lapse or abandonment of Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, or under which, RM or its Subsidiaries has any right, title, interest or license; (h) any (i) delay expenditures or postponement of the payment of any accounts payable failure to make expenditures on capital investment projects by RM or any change of its Subsidiaries that were not substantially consistent with the investment plans in the methodology employed by Seller or Subsidiary with respect existence as of December 31, 1996 relating to such projects as disclosed in writing to Merck prior to the payment thereof, (ii) acceleration date of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)this Agreement; (i) any transaction with transaction, commitment or agreement entered into between RP or any Affiliate outside of its Subsidiaries (other than RM and its Subsidiaries), on the Ordinary Course one hand, and RM or any of Business;its Subsidiaries, on the other hand; or (j) any declarationauthorization, setting aside or payment of any dividend approval, agreement or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement binding commitment to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.103.13, since December 31October 28, 20082007, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, Business or the Purchased Assets and SubsidiaryAcquired Assets, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Acquired Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of SubsidiaryAcquired Asset, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsLiens; (d) any material change in any method of accounting or accounting practice with respect to the Business or SubsidiaryBusiness, except for any such change required by reason of a concurrent change in GAAP; (e) any institution or execution of or increase or material alteration to the employment terms (including without limitation the adoption or amendment of any Employee Plans) or compensation payable or paid, or alteration in the timing or method of such payments, or institution or execution of any new severance or termination pay practices, whether conditionally or otherwise and whether pursuant to a Contractual Obligation, Employee Plan or otherwise, to any Seller Employee or director, officer, or consultant of the Sellers or any Affiliate whose responsibilities relate to the Business, other than in the Ordinary Course of Business; (f) any hiring of any new Seller Employees, other than in the Ordinary Course of Business; (g) any entry into, termination, amendment, cancellation, or other modification of any Agreement Contractual Obligation (including any Significant Lease or collective bargaining agreement) or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (fh) any material settlement, waiver or agreement with respect to any Legal ProceedingAction, Liability, Debt, or other right; (gi) any incurrence or assumption of any Indebtedness Debt or Guarantee in an aggregate amount greater than Fifty Thousand Dollars ($50,000)100,000; (hj) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary any of the Sellers with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable accounts receivable or any change in the methodology employed by Seller or Subsidiary any of the Sellers with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (ik) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary;; or (l) any (A) reorganization, liquidation entry into any Contractual Obligation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10in Section 4.17 of the Gravitas Disclosure Schedules, since December 31the Balance Sheet Date, 2008, Subsidiary and the Business has been conducted only other than in the Ordinary Course ordinary course of Business, and, with respect to the Business, the Purchased Assets and Subsidiarybusiness, there has not been, with respect to Gravitas, any: (a) any event, change occurrence or circumstance which development that has had, or is could reasonably likely be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or amendment of the Business or any Purchased Asset in any material respectorganizational documents of Gravitas; (c) any purchasesplit, sale, mortgage, pledge, lease, combination or creation or other incurrence reclassification of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets membership interests in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsGravitas; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any ownership interests in Gravitas, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any ownership interests in Gravitas; (e) declaration or payment of any distributions on or in respect of any ownership interests in Gravitas or redemption, purchase or acquisition of any of Gravitas’ outstanding ownership interests; (f) material change in any method of accounting or accounting practice with respect of Gravitas, except as required by GAAP or as disclosed in the notes to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other rightFinancial Statements; (g) entry into any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)Contract that would constitute a Material Contract; (h) any (i) delay incurrence, assumption or postponement of the payment guarantee of any accounts payable or any change indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the methodology employed by Seller or Subsidiary ordinary course of business consistent with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)past practice; (i) transfer, assignment, sale or other disposition of any transaction with any Affiliate outside of the Ordinary Course assets shown or reflected in the Balance Sheet or cancellation of Businessany debts or entitlements; (j) any declaration, setting aside transfer or payment assignment of or grant of any dividend license or other distribution in respect of the capital stock (sublicense under or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryto any Gravitas Intellectual Property; (k) abandonment or lapse of or failure to maintain in full force and effect any authorizationregistration of Gravitas Intellectual Property, issuance, sale or other disposition by Subsidiary failure to take or maintain reasonable measures to protect the confidentiality or value of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarytrade secrets included in Gravitas Intellectual Property; (l) abandonment or lapse of or failure to maintain in full force and effect any Permit or license from any Governmental Authority; (Am) reorganizationdefault, liquidation breach or dissolution violation of Seller any Permit, or Subsidiary notice of the same from any Governmental Authority; (n) material damage, destruction or loss (Bwhether or not covered by insurance) business combination involving Seller to any Gravitas Assets; (o) any capital investment in, or Subsidiary and any loan to, any other Person; (mp) any amendment acceleration, termination, material modification to the organizational documents of Subsidiary or the taking cancellation of any action with respect material Contract (including, but not limited to, any Material Contract) to any such amendmentwhich Gravitas is a party or by which it is bound; (nq) except any material capital expenditures; (r) imposition of any Encumbrance upon any of Gravitas’ properties or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or changes in any wages, salary, severance, pension, vacation, incentives, trading arrangements or policies or other compensation or benefits in respect of its current or former employees, officers, managers, independent contractors or consultants, other than as set forth on Schedule 6.10(nrequired by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees that results in any increase in liabilities or costs to Gravitas, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, independent contractor or consultant; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, manager, independent contractor or consultant, (ii) benefit plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any violationother transaction with, breach any of its members or default undercurrent or former managers, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) 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; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $15,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the taking assets, stock or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach other equity of, or default underby any other manner, any term business or provision of any Permit held Person or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsany division thereof; or (oz) any entering into of an agreement Contract to do any of the foregoing, or engage any action or omission that would result in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since June 30, since December 312011, 2008, Subsidiary and TransTex has conducted the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business and there has not been any TransTex Material Adverse Effect and no circumstances have arisen, which, individually or in the creation aggregate, would reasonably be expected to have a TransTex Material Adverse Effect. Without limiting the foregoing, except as set forth on Section 4.7 of the Disclosure Schedules, since June 30, 2011 (or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice January 1, 2012 with respect to the Business or Subsidiary;Section 4.7(q) below only), TransTex has not: (ea) any entry entered into, terminationamended, amendmentmodified, cancellationsupplemented, terminated or other modification of failed to renew any Agreement or any waiver of, or agreement with respect to, any rights or obligations Material Contract set forth thereinon Section 4.9 of the Disclosure Schedules or otherwise waived, released or assigned any material rights, claims or benefits of TransTex thereunder, in each case other than in the Ordinary Course of Business; (fb) any material settlementsold, waiver assigned, transferred, conveyed, leased or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption otherwise disposed of any Indebtedness of its assets or properties having a value in an aggregate amount greater than Fifty Thousand Dollars (excess of $50,000); (h) any (i) delay or postponement , except for the sale of the payment of any accounts payable or any change inventory in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (c) (i) taken any action with respect to the grant of any severance or termination pay to any employees that will become due and payable on or after the Closing Date; (ii) adopted, entered into, or terminated any Benefit Plan or any plan, agreement, policy, practice or arrangement that would be a Benefit Plan if in effect on the date hereof; (iii) amended or communicated (whether orally or in writing) any increase in benefits or any change in current or former employee or Independent Contractor participation or coverage under any Benefit Plan that would increase the expense of maintaining such Benefit Plan; (iv) increased the compensation or fringe benefits of any current or former employee or Independent Contractor (except for increases in salary or wages in the Ordinary Course of Business); (v) granted any equity or equity-based awards; or (vi) made, contracted to make, or arranged for, retention payments to be made to any employee. (d) acquired or disposed of by stock transaction, lease, merger or consolidation with, or merged or consolidated with, or purchased all or substantially all of the assets of, or otherwise acquired any material assets or business of, any corporation, partnership, association, joint venture or other business organization or division thereof; (e) incurred, assumed or guaranteed any Indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business; (f) cancelled any debts or claims or amended, terminated or waived any rights constituting Purchased Assets; (g) made or forgiven any material loans or material advances to any Person, except for advances to current employees or Independent Contractors for expenses, or extensions of trade credit, in each case incurred in the Ordinary Course of Business; (h) authorized for issuance, issued or sold or agreed or committed to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Equity Interest of any class, securities or equity equivalents of TransTex; (i) incurred or assumed any Indebtedness, or issued or sold any debt securities or warrants or rights to acquire any debt securities of TransTex; (j) permitted any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or assets of TransTex to be subjected to any Lien other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarythan Permitted Liens; (k) made any authorization, issuance, sale material changes in the type or amount of its insurance coverage or permit any insurance policy naming TransTex as a beneficiary or a loss payee to be canceled or terminated other disposition by Subsidiary than in the Ordinary Course of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryBusiness; (l) settled, paid or discharged, or admitted liability or consented to (1) non-monetary relief in respect of any (A) reorganizationAction unless compelled by final, liquidation or dissolution non-appealable Order of Seller or Subsidiary a Governmental Authority, or (B2) business combination involving Seller or Subsidiary and monetary relief in connection with any other PersonAction; (m) any amendment to the organizational documents of Subsidiary incurred or the taking of any action with respect committed to any such amendmentobligation to make any capital expenditure (or series of capital expenditures) in excess of $50,000, individually or in the aggregate, which would constitute an Assumed Liability; (n) except as set forth on Schedule 6.10(n)made any material changes in any Tax position or in any principles, any violation, breach or default underpractices, or methods of accounting or auditing practice other than those changes required by GAAP, disclosed in the taking notes to the Financial Statements or failure as appropriate to take conform to changes in Tax Laws; (o) incurred any material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (p) entered into any agreement, or otherwise become obligated, to do any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used prohibited by Subsidiary or Seller and relating to the Business or the Purchased Assetsforegoing; or (oq) any entering into of an agreement failed to do or engage in any of comply with the foregoingCash Management Policy.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since January 1, since December 312017, 2008, Subsidiary and the Sellers have conducted the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, there has not beenbeen any: (a) any to the Knowledge of the Sellers, event, change change, occurrence or circumstance which that, individually or in the aggregate, has had, or is would reasonably likely be expected to have, a Seller Material Adverse Effect; (b) issuance or sale of any material damage (normal wear and tear excepted), destruction, eminent domain taking membership interests or other casualty loss (whether or not covered by insurance) affecting Subsidiary or securities of the Business Sellers or any Purchased Asset in options, warrants or other rights to acquire any material respectsuch membership interests or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (c) any purchasecreation, saleincurrence, mortgage, pledge, lease, assumption or creation or other incurrence guarantee of any Lien on indebtedness in connection with the Business, any Purchased Asset or asset of Subsidiary, Business other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsAssumed Contracts and Real Property Leases; (d) any material change in any method of accounting acquisition, sale, lease, license or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification disposition of any Agreement assets or any waiver of, or agreement with respect to, any rights or obligations set forth thereinproperty, other than purchases and sales of assets in the Ordinary Course of Business; (e) imposition of any Lien on any of the Purchased Assets; (f) discharge or satisfaction of any material settlement, waiver Lien or agreement with respect to payment of any Legal Proceeding, Liability, Liability other than in the Ordinary Course of Business or other rightas otherwise required by this Agreement; (g) any incurrence amendment of its articles of organization or assumption of any Indebtedness operating agreement in a manner that could have an aggregate amount greater than Fifty Thousand Dollars ($50,000)adverse effect on the transactions contemplated by this Agreement; (h) entry into, amendment or termination of any action or omission that would constitute a violation of or default under, or waiver of any rights under, any of the Purchased Assets; (i) delay entry into, adoption, modification or postponement termination of any Seller Benefit Plan or any employment, severance, retention or other Contract, or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increases in the compensation or fringe benefits of, or material modification of the employment terms of, any current or former employee, officer, manager, independent director or consultant of the Business, or payment of any accounts payable bonus or other benefit to any change in the methodology employed by Seller current or Subsidiary with respect to the payment thereofformer employee, (ii) acceleration officer, manager, independent director or consultant of the collection Business (except for existing payment obligations outstanding as of Accounts Receivable the date hereof) or hiring of any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, new officers or (iv) incurrence of other Liabilities outside of except in the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Businessnew employees; (j) change in any declarationaccounting methods, setting aside principles or payment of any dividend or other distribution practices, except insofar as may be required by a generally applicable change in respect of the capital stock GAAP (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interestalthough Sellers do not follow GAAP accounting), or any Option new elections, or changes to any current elections, with respect to, Subsidiaryto Taxes that affect the Purchased Assets; (k) any authorizationuninsured damage, issuancedestruction, sale loss or other disposition by Subsidiary casualty to any property or assets of any shares of capital stock (the Business or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe Sellers; (l) to the Knowledge of the Sellers, occurrence of a data breach or compromise of any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person;Seller’s information security systems; or (m) entry into any amendment Contract to do any of the organizational documents of Subsidiary foregoing, or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action omission that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage result in any of the foregoing.

Absence of Certain Developments. Except as expressly disclosed in the G&M Financial Statements or as otherwise contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31the date of the G&M Latest Balance Sheet, 2008, Subsidiary G&M and the Business each of its Subsidiaries has been conducted its business only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: occurred or been entered into, as the case may be: (ai) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse Effect; Effect on G&M or the Surviving Corporation, (bii) any event that could reasonably be expected to prevent or materially delay the performance of G&M’s or its Subsidiaries’ obligations pursuant to this Agreement, (iii) any material damage change by G&M or any of its Subsidiaries in its accounting methods, principles or practices, (normal wear iv) any amendment to the Articles of Incorporation or Bylaws of G&M or any of its Subsidiaries, (v) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by G&M or any of its Subsidiaries, (x) purchase, sale, assignment or transfer of any material assets by G&M or any of its Subsidiaries, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of G&M or any of its Subsidiaries, except for liens for taxes not yet due and tear exceptedsuch other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on G&M or the Surviving Corporation, or (z) cancellation, compromise, release or waiver by G&M or any of its Subsidiaries of any rights of material value or any material debts or claims, (vi) any incurrence by G&M or any of its Subsidiaries of any material liability (absolute or contingent), destructionexcept for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, eminent domain taking (vii) damage, destruction or other casualty loss (similar loss, whether or not covered by insurance) , materially affecting Subsidiary the business or the Business properties of G&M or any Purchased Asset in any material respect; of its Subsidiaries, (cviii) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry intoacceleration, termination, amendmentmodification or cancellation of any agreement, cancellationcontract, lease or license to which G&M or any of its Subsidiaries is a party or by which it is bound, (ix) entry by G&M or any of its Subsidiaries into any loan or other modification transaction with any officers, directors or employees of any Agreement G&M or any waiver ofof its Subsidiaries, (x) entry by G&M or agreement with respect to, any rights or obligations set forth therein, of its Subsidiaries into any transaction of a material nature other than in the Ordinary Course ordinary course of Business; business consistent with past practice, or (fxi) any material settlement, waiver negotiation or agreement with respect by the G&M or any of its Subsidiaries to do any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness the things described in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any the preceding clauses (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, through (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000xi); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since the date of the Reference Balance Sheet, since December 31, 2008, the Company and each Subsidiary and the Business has been conducted its business only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiaryexcept for general industry and economic conditions, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any been (i) delay or postponement of the payment of any accounts payable or any no change in the methodology employed by Seller condition (financial or Subsidiary with respect to otherwise) of the payment thereofCompany or in the assets, liabilities, business or prospects of the Company, including the Subsidiaries; (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any no declaration, setting aside or payment of any dividend or other distribution in with respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryto, or any direct or indirect redemptionredemption or acquisition of, purchase any of the capital stock or other acquisition by Seller equity securities of the Company or its Affiliates any Subsidiary; (iii) no waiver of any such capital stock (valuable right of the Company or other applicable equity cancellation of any material debt or beneficial interest), claim held by the Company or any Option with respect toSubsidiary; (iv) no increase in the compensation paid or payable to any officer or director of the Company or any Subsidiary; (v) no loss, Subsidiary; (k) destruction or damage to any authorization, issuance, sale property of the Company or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, whether or not insured; (vi) no employment or labor dispute involving the Company or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and no change in the personnel of the Company or any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking terms and conditions of their employment; (vii) no acquisition or disposition of any action with respect to assets (or any such amendment; (n) except as set forth on Schedule 6.10(ncontract or arrangement therefor), including any violationof the Company’s or any Subsidiary’s Intellectual Property Assets (as defined in Section 5.12 below), breach except in the ordinary course of business nor any other transaction by the Company or default under, any Subsidiary otherwise than for fair value in the ordinary course of business; (viii) no change in accounting methods or practices of the taking Company or failure to take any action that Subsidiary; (with or without notice or lapse of time or bothix) would constitute a violation or breach of, or default under, any term or provision no loss of any Permit held significant supplier, customer, distributor or used by account of the Company or any Subsidiary that has or Seller and relating would reasonably be expected to the Business result in a Material Adverse Effect; (x) no amendment or the Purchased Assets; or (o) termination of any entering into of an contract or agreement to which the Company or any Subsidiary is a party or by which it is bound that has or would reasonably be expected to result in a Material Adverse Effect; and (xi) no commitment (contingent or otherwise) to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.102.22, since December 31the date of the Latest Balance Sheet, 2008(i) there has not been any event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, Subsidiary and (ii) the Company and its Affiliates have conducted their Business has been conducted only in the Ordinary Course ordinary course of Businessbusiness. As amplification but not limitation of the foregoing, and, with respect to since the Businessdate of the Latest Balance Sheet, the Purchased Assets and Subsidiary, there has not beenneither the Company nor any Affiliate has: (a) redeemed or repurchased, directly or indirectly, any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse EffectSecurities; (b) issued, sold or transferred any material damage notes, bonds or other debt securities or any stock, securities convertible, exchangeable or exercisable into stock, or warrants, options or other rights to acquire stock, of the Company or its Affiliates ; (normal wear c) borrowed any amount or incurred or become subject to any Indebtedness or other Liabilities, except trade payables and tear exceptedaccrued liabilities incurred in the ordinary course of business; (d) mortgaged, pledged or subjected to any Lien (other than Permitted Liens) any portion of its properties or assets; (e) sold, leased, licensed (as licensor), destructionassigned, eminent domain taking disposed of or transferred (including transfers to the Company or any employees or Affiliates of the Company) any of its assets (whether tangible or intangible), except for sales in the ordinary course of business and sales of other assets not in excess of ten thousand dollars ($10,000) in the aggregate and other than licenses granted to customers in the ordinary course of business pursuant to Contracts containing terms and conditions with respect to the licensing of Intellectual Property substantially similar to the terms and conditions with respect to the licensing of Intellectual Property that the Company or its Affiliates generally agree to with its other customers, copies of which have been previously provided to Buyer; (f) disclosed any proprietary confidential information to any Person that is not subject to any confidentiality agreement; (g) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business; (h) suffered any theft, damage, destruction or casualty loss in excess of ten thousand dollars ($10,000), to its assets, whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) entered into, amended, accelerated or terminated any Contract of the type required to be disclosed on Schedule 2.9(a), taken any action or entered into any transaction involving more than ten thousand dollars ($10,000) or otherwise outside the ordinary course of business, or entered into any transaction with any Affiliate outside of the Ordinary Course of BusinessInsider; (j) (i) made or granted any declarationbonus or increase in the compensation or benefits of any employee, setting officer or Contingent Worker of the Company or (ii) entered into, amended, modified or terminated any Employee Benefit Plan; (k) conducted its billing and collection of receivables and inventory purchases other than in the ordinary course of business or materially changed its pricing structure; (l) made any capital expenditures or commitments therefor (other than in the ordinary course of business and in amounts sufficient to support ongoing business operations); (m) delayed or postponed the repair and maintenance of its properties or the payment of accounts payable, accrued liabilities and other obligations and Liabilities; (n) made loans or advances to, guarantees for the benefit of, or any investments in, any Persons in excess of ten thousand dollars ($10,000) in the aggregate; (o) instituted or settled any claim or lawsuit involving equitable or injunctive relief or the payment by or on behalf of the Company of more than ten thousand dollars ($10,000) in the aggregate; (p) granted any performance guarantees to its customers other than in the ordinary course of business and consistent with the policies and practices disclosed to Buyer; (q) declared, set aside or payment of paid any dividend or other distribution in respect made any similar distribution, redeemed, purchased or otherwise acquired, directly or indirectly, any of the its capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interestsecurities), or made any Option loan or entered into any Contract or other transaction with respect toor distributed any assets or property to any Insiders, Subsidiaryexcept for compensation paid to Insiders in the ordinary course of business; (kr) acquired any authorizationother business or entity (or any significant portion or division thereof), issuancewhether by merger, sale consolidation or reorganization or by the purchase of its assets or capital stock or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarysecurities; (ls) changed any (A) reorganizationTax election or Tax accounting method, liquidation filed any amended Tax Return or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect claim for refund, consented to any such amendment; (n) except as set forth on Schedule 6.10(n)extension or waiver of the limitation period applicable to any Tax claim or assessment, settled or comprised any violationAction, breach controversy or default underaudit relating to Taxes, or incurred any Liability for Taxes other than in the taking or failure to take any action that (with or without notice or lapse ordinary course of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsbusiness; or (ot) any entering into of an agreement committed or agreed, in writing or otherwise, to do or engage in any of the foregoing, except as expressly contemplated by the Transaction Documents.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.105.11 of the Disclosure Schedules, since December 31September 30, 20082012, Subsidiary and Seller has conducted the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, there has not beenbeen any: (a) damage to or destruction or loss of any eventasset or property of the Business or included in the Purchased Assets, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) , in each case, materially adversely affecting Subsidiary the properties, assets, business, financial condition or prospects of Seller or the Business Purchased Assets; (b) termination of or receipt by Seller of notice of termination of (i) any Purchased Asset material license, distributorship, sales representative, joint venture, credit or similar Contract, or (ii) any Contract or transaction involving a total remaining commitment by or to Seller of at least $75,000 in any material respectgiven year; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, sale (other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than Inventory in the Ordinary Course of Business), lease, or other disposition of any material asset or property of Seller or included in the Purchased Assets, or mortgage, pledge or imposition of any Lien (other than a Permitted Lien) on any material asset or property of the Business or included in the Purchased Assets, including the sale, lease or other disposition of any of the material Intellectual Property assets; (d) cancellation or waiver of any claims or rights with a value to Seller in excess of $75,000; (e) change in the accounting methods or principles or Tax reporting principles used by Seller with respect to the Business; (f) any material settlementlegal actions, waiver or agreement with respect to any Legal Proceeding, Liability, suits or other rightlegal Proceedings instituted or settled by Seller relating to the Purchased Assets, the Assumed Liabilities or the Business; (g) any incurrence election, change or assumption rescission of any Indebtedness election relating to Taxes; adoption or settlement or compromise of any claim relating to Taxes; consent to any extension or waiver of the limitation period with respect to any claim relating to Taxes; or filing of any amended Tax Return, in an aggregate amount greater than Fifty Thousand Dollars ($50,000);each case, with respect to the Purchased Assets or the Business; or (h) entry into any Contract (iother than this Agreement and any Transfer Documents) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.103.13, since December 31, 2008, Subsidiary and the Business has been Balance Statement Date: (i) the Sellers have conducted their businesses only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Sellers’ Business and Subsidiary, (ii) there has not beenbeen any event, change, occurrence or circumstance that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, since the Balance Statement Date: (a) any event, change or circumstance which there has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) not been any material damage (normal wear and tear excepted)damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business property and assets of the Sellers or Subsidiarythe waiver of any right of material value with respect thereto; (eb) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) there has not been any declaration, setting aside or payment of any dividend or other distribution Distribution in respect of the capital stock (any membership interests or other applicable equity or beneficial interest) securities of Subsidiarythe Sellers, or any direct or indirect redemptionrepurchase, purchase redemption or other acquisition by Seller or its Affiliates the Sellers of any such capital stock (outstanding membership interests or other applicable equity securities of the Sellers; (c) the Sellers have not entered into or beneficial interest)materially amended any employment, deferred compensation, retention, change in control, severance or similar agreement or agreed to increase the compensation payable or to become payable by it to any of its current or former directors, officers, partners, members, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation or disability, sick leave, deferred compensation, bonus, commission, fee sharing or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such Persons; (d) the Sellers have not made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (e) the Sellers have not entered into any transaction or agreement, or sold, leased or otherwise transferred any Option assets, or incurred any liabilities, other than in the Ordinary Course of Sellers’ Business; (f) the Sellers have not made any loans, advances or capital contributions to, or investments in, any Person; (g) the Sellers have not made or committed to make any capital expenditures or capital additions in excess of $5,000 individually or $20,000 in the aggregate; (h) except for the Assumed Indebtedness, the Sellers have not issued, created, incurred, assumed or guaranteed any Indebtedness; (i) the Sellers have not granted any license or sublicense of any rights under or with respect toto any Intellectual Property except in the Ordinary Course of Sellers’ Business; (j) the Sellers have not made any change in the accounting methods or practices it follows, Subsidiarywhether for general financial or tax purposes or otherwise; (k) the Sellers have not materially modified, terminated or failed to renew any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryMaterial Contract; (l) the Sellers have not adopted any (A) plan of merger, consolidation, reorganization, liquidation or dissolution or filing of Seller a petition in bankruptcy under any provisions of federal or Subsidiary state bankruptcy Law or (B) business combination involving Seller or Subsidiary and consented to the filing of any other Person;bankruptcy petition against it under any similar Law; and (m) the Sellers have not agreed, committed, arranged or entered into any amendment understanding to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as do anything set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingthis Section 3.13.

Absence of Certain Developments. Except Since the date of the most recent audited financial statements of the Company included in the SEC Reports, except as expressly described in the SEC Reports filed with the Commission prior to the date hereof, or as contemplated by this Agreement or as set forth on Schedule 6.10the Transaction Agreements, since December 31, 2008, Subsidiary each of the Company and the Business its Subsidiaries has been conducted only operated in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets ordinary course and Subsidiary, there has not been: (a) any event, change change, effect, circumstance or circumstance which development that, individually or in the aggregate, has had, had or is would reasonably likely be expected to have, have a Seller Material Adverse Effect;. (b) any material damage (normal wear and tear excepted)change to, destructionor resolutions adopted to effect any change to, eminent domain taking the Certificate of Incorporation or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respectBy-Laws; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien (except Permitted Liens) on any material assets of the Business, Company or any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsits Subsidiaries; (d) any material change loss, damage or destruction to, or any material interruption in the use of, any method material assets of accounting the Company or accounting practice with respect to the Business or Subsidiaryany of its Subsidiaries; (e) any entry intoacquisition, termination, amendment, cancellation, sale or other modification transfer (including by license) of any Agreement material asset by the Company or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Businessits Subsidiaries; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any capital stock of the Company or any repurchase for value by the Company of any capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarythe Company; (kg) any authorizationsplit, issuance, sale combination or other disposition by Subsidiary reclassification of any capital stock of the Company or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe Company; (lh) any (A) reorganizationchange in accounting methods, liquidation principles or dissolution practices by the Company or any of Seller its Subsidiaries materially affecting the consolidated assets, liabilities or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to results of operations of the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) Company, except insofar as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute may have been required by a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetschange in GAAP; or (oi) any entering into of an agreement change in material elections with respect to do Taxes by the Company or engage in any of its Subsidiaries or settlement or compromise by the foregoingCompany or any of its Subsidiaries of any material Tax liability or refund.

Absence of Certain Developments. Except 6.7.1 Since September 30, 2008 (except as expressly contemplated by this Agreement or as set forth on Schedule 6.10otherwise noted in subsection (g)), since December 31, 2008, Subsidiary and the Bayer Business has been conducted only in the Ordinary Course of Business and, except for the matters disclosed on Schedule 6.7.1: (a) there has been no material loss, destruction, damage or eminent domain taking (in each case, whether or not insured) affecting the Bayer Business or any Acquired Asset (or any asset that would have been an Acquired Asset if not previously lost, destroyed, damaged or taken) or any material transfer of Acquired Assets, Business-Specific Licensed IP, Shared Licensed IP (with regard to the Shared Licensed IP, to the extent such material transfer by Bayer or any of its Affiliates of Bayer would affect Genzyme’s rights to such Shared Licensed IP under this Agreement), or assets or Intellectual Property or right that would have been an Acquired Asset or Business-Specific Licensed IP if not previously transferred, other than sales of Inventory in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) neither Bayer nor any material damage (normal wear and tear excepted)of its Affiliates has materially increased the Compensation payable or paid or altered the timing or methods of such payments, destructionwhether conditionally or otherwise, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the to any Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, Employee other than in the Ordinary Course of Business; (fc) neither Bayer nor any of its Affiliates has entered into, amended, terminated or otherwise modified any Transferred Contract required to be disclosed on Schedule 6.15(a) (or any Contractual Obligation that would have qualified as such had it not been previously terminated); [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (d) neither Bayer nor any of its Affiliates has made, changed or revoked any material settlement, waiver or agreement Tax election with respect to the Bayer Business, elected or changed any Legal Proceedingmethod of accounting for Tax purposes with respect to the Bayer Business, Liabilitysettled any Action in respect of Taxes with respect to the Bayer Business or entered into any Contractual Obligation in respect of Taxes with respect to the Bayer Business; (e) neither Bayer nor any of its Affiliates has, with respect to the Bayer Business, terminated or other rightclosed any material facility; (f) neither Bayer nor any of its Affiliates has entered into any Contractual Obligation to do any of the things referred to elsewhere in this Section 6.7; (g) Neither Bayer nor any incurrence of its Affiliates has, since December 1, 2008, terminated, reduced the Compensation of or assumption otherwise engaged in a course of any Indebtedness conduct with respect to Business Employees, in each case to such an aggregate amount greater than Fifty Thousand Dollars ($50,000);extent or in such a manner that has had or would reasonably be expected to have a Material Adverse Effect; and (h) any no event or circumstance has occurred which constitutes a Material Adverse Effect. 6.7.2 Schedule 6.7.2 sets forth: (a) The advertising and promotion spending for the Licensed Products (i) delay or postponement of for the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereoftwelve month period ending December 31, 2007, (ii) acceleration of for the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment theretosix (6) month period ending June 30, 2008, and (iii) turnover for the twelve (12) month period ending December 31, 2008; and (b) The number of inventorysales or field personnel (FTE) assigned to the Licensed Products as of December 31, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business2007, which in the case of (i)-(iv) aboveJune 30, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); 2008 and December 31, 2008 (i) any transaction with any Affiliate outside of in the Ordinary Course of Business; United States, and (jii) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingMajor Market Countries.

Absence of Certain Developments. Except as identified on Schedule 3.7, since the Latest Balance Sheet Date, there has been no Material Adverse Effect. Without limiting the generality of the preceding sentence, except as expressly contemplated by this Agreement or as set forth identified on Schedule 6.103.7, since December 31the Latest Balance Sheet Date, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect neither BUSA nor (to the Business, extent applicable) any of the Purchased Assets and Subsidiary, there has not beenBUSA Subsidiaries has: (a) engaged in any event, change or circumstance activity outside the ordinary course of business which has hadresulted in any material (i) acceleration or delay of the collection of its accounts receivable, (ii) delay in the payment in its accounts payable or is reasonably likely (iii) increase in its purchases of raw materials, in each case as compared with its custom and practice in the conduct of the Business immediately prior to have, a Seller Material Adverse Effectthe Latest Balance Sheet Date; (b) discharged or satisfied any material damage (normal wear Lien other than Permitted Liens or paid any obligation or liability, other than current liabilities paid in the ordinary course of business and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respectconsistent with past practice; (c) mortgaged or pledged any purchase, sale, mortgage, pledge, lease, Asset (or creation or other incurrence any asset of any Lien on the Business, BUSA Subsidiary) or subjected any Purchased Asset (or any asset of any BUSA Subsidiary, ) to any Lien other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsLiens; (d) sold, assigned, conveyed, transferred, canceled or waived any material change property, tangible asset, Proprietary Right or other intangible asset or right other than in any method the ordinary course of accounting or accounting practice business and consistent with respect to the Business or Subsidiarypast practice; (e) disclosed any entry into, termination, amendment, cancellation, or other modification of material confidential information to any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, Person other than in IP and IP's and BUSA's and the Ordinary Course of BusinessControlling Sellers' respective representatives, agents, attorneys, accountants and present and proposed financing sources; (f) waived any material settlement, waiver or agreement right other than in the ordinary course of business and consistent with respect to any Legal Proceeding, Liability, or other rightpast practice; (g) any incurrence or assumption of any Indebtedness made commitments for capital expenditures which, in an aggregate amount greater than Fifty Thousand Dollars (the aggregate, would exceed $50,000); (h) made any (i) delay loan or postponement of advance to, or guarantee for the payment of any accounts payable benefit of, or any change Investment in, any other Person (other than advances to employees in the methodology employed by Seller or Subsidiary ordinary course of business in a manner consistent with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000past practice); (i) other than (1) the accrual and payment of bonuses for 2003 and the accrual of bonuses for 2004, (2) as required by any transaction applicable collective bargaining agreement set forth on Schedule 3.9 or (3) as contemplated by Sections 1.6(c)(i)(J) and (K), Section 1.20 and Section 8.5, granted any bonus or any increase in wages, salary or other compensation to any employee (other than any increase in wages or salaries not exceeding 2% granted in the ordinary course of business and consistent with past practice granted to any Affiliate outside non-officer employee who is not Affiliated with BUSA other than by reason of the Ordinary Course of Businesssuch Person's employment by BUSA); (j) made any declarationcharitable contributions, setting aside or payment of exceeding $5,000 for any dividend or other distribution single contribution and $10,000 in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryaggregate; (k) suffered damages, destruction or casualty losses to any authorization, issuance, sale Asset or other disposition by Subsidiary the assets of any shares of capital stock BUSA Subsidiary (i) which are not covered by insurance (excluding any deductible) and (ii) which exceed $100,000 individually or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary$500,000 in the aggregate; (l) received notice from any (A) reorganizationmaterial supplier of BUSA or of any BUSA Subsidiary to the effect that such supplier will stop, liquidation or dissolution of Seller materially decrease the rate of, supplying materials, products or services to BUSA or such BUSA Subsidiary or (B) business combination involving Seller received notice from any material customer of BUSA or of any BUSA Subsidiary and any other Personto the effect that such customer will stop, or materially decrease the rate of, buying materials, products or services from BUSA or such BUSA Subsidiary; (m) entered into any amendment transaction other than in the ordinary course of business and consistent with past practice, or entered into any other material transaction, whether or not in the ordinary course of business, which could reasonably be expected to materially adversely affect BUSA and the organizational documents of Subsidiary or the taking of any action with respect to any such amendment;BUSA Subsidiaries taken as a whole; or (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement agreed to do or engage any act described in any of the foregoingclauses 3.7(a) through (m).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10in Section 3.12 of the Company Disclosure Schedule, since December 31, 20082014, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, there has not been: (a) any no event, change occurrence or circumstance which development that has had, or is could reasonably likely be expected to have, individually or in the aggregate, a Seller Material Adverse EffectChange; (b) any material damage (normal wear and tear excepted)no amendment of the certificate of incorporation, destructionbylaws, eminent domain taking or other casualty loss (whether Organizational Documents of the Company or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respectits Subsidiaries; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any no declaration, setting aside or payment of any dividend or other distribution in with respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryto, or any direct or indirect redemptionredemption or acquisition of, purchase any of the capital stock of the Company; (d) no increase in the compensation or benefits paid or payable to any officer, director or employee of the Company or any of its Subsidiaries other than pursuant to existing agreements or in the Ordinary Course of Business; (e) no material loss, destruction or damage to any property of the Company that is not insured; (f) no labor dispute or organized labor activity involving the Company, its Subsidiaries or any of their respective employees; (g) no acquisition or disposition of a portion of the assets of the Company and its Subsidiaries, taken together, except in the Ordinary Course of Business; (h) no change in accounting methods; (i) no write off or write down or any determination to write off or write down any assets and properties in excess of $50,000; (j) no acquisition by Seller merger or its Affiliates of any such capital stock (or other applicable equity or beneficial interest)consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any Option with respect toother manner, Subsidiaryany business or any Person or any division thereof; (k) any authorization, issuance, sale no settlement or other disposition by Subsidiary compromise of any shares material Tax liability or claim for any material refund of capital stock any Taxes and no closing agreement (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, as described in Code Section 7121 or any modification corresponding provision of state, local or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryforeign Law); (l) no loss of any (A) reorganizationsignificant customer, liquidation supplier or dissolution account of Seller the Company and its Subsidiaries or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personchange in pricing related thereto; (m) any no entrance into or amendment to the organizational documents of Subsidiary or the taking termination of any action with respect to Material Contract, including any such amendmentwaiver or acceleration of rights related thereto; (n) except as set forth on Schedule 6.10(n)no loans made to any individual shareholder, any violationdirector, breach officer or default under, or employee of the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; orCompany; (o) no (i) material increase in the benefits payable under any entering into Employee Benefit Plan, or amendment or termination of any Employee Benefit Plan; (ii) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, in each case, other than in the Ordinary Course of Business, as required by Law or provided for in an agreement existing contract; (p) no commitment or liability to any labor organization; (q) no change in the general pricing practices or policies and no change in the credit or allowance practices or policies of the Business; (r) no termination of any product or line of business; (s) no assignment or transfer of any property or assets other than the sale of inventory in the Ordinary Course of Business; (t) no sale, transfer, pledge, assignment, grant or material reduction in value of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets; (u) no commitment, liability or obligations of the Company or its Subsidiaries in respect of any royalties, public relations activities, marketing agencies, advertising agencies, food shows or rack purchases, in each case in excess of $50,000; (v) no commitment (contingent or otherwise) to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by Other than in connection with this Agreement or as set forth on Schedule 6.10the transactions contemplated hereby, since from December 31, 20082022 to the date of this Agreement, Subsidiary and Seller has conducted the Business has been conducted only in the Ordinary Course of BusinessBusiness in all material respects, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not beenoccurred: (a) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted)change in accounting methods, destructionprinciples or practices adversely affecting the Purchased Assets or Assumed Liabilities, eminent domain taking or other casualty loss (whether or not covered except insofar as may have been required by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respectApplicable Law; (c) any purchasecancelation, salecompromise, mortgage, pledge, leasewaiver, or creation or other incurrence release of any Lien on material right or claim affecting the Business, any Purchased Asset Assets or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsAssumed Liabilities; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry intosale, terminationassignment, amendment, cancellationlicense, or other modification transfer of any Agreement or any waiver ofSeller’s assets used primarily in the Business, or agreement with respect to, any rights or obligations set forth therein, other than except in the Ordinary Course of Business, or any mortgage, pledge, or other Lien (other than any Permitted Lien) on any Purchased Assets; (e) the Business or any of the Purchased Assets suffering any extraordinary loss, damage, destruction, or casualty loss or waiver of any rights of material value, whether or not covered by insurance and whether or not in the Ordinary Course of Business (f) any material settlement, waiver increase in the compensation payable or agreement with respect to any Legal Proceeding, Liabilitybenefits provided to, or any other rightmaterial change in the employment terms for, any of the Specified Doma Corporate Employees, except as required by Applicable Law or the terms of any Seller Group Benefit Plan in existence on December 30, 2022 and provided to Buyer; (g) any incurrence engagement of, or assumption change in the terms of any Indebtedness agreement with, any consultant or individual independent contractor of Seller or an Affiliate of Seller who spends a majority of its, his or her business time in an aggregate amount greater than Fifty Thousand Dollars (respect of Seller or the Business and is entitled to fees payable by Seller in excess of $50,000)25,000 per month; (h) any (i) delay termination of, provision of a notice of termination to, or postponement receipt of the payment a notice of termination from, any accounts payable Specified Doma Corporate Employee, or any change consultant or individual independent contractor of Seller or of an Affiliate of Seller who spends a majority of its, his or her business time in respect of Seller or the methodology employed Business and is entitled to fees payable by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration in excess of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)25,000 per month; (i) any transaction with incurrence, assumption, or guarantee of any Affiliate outside of the Ordinary Course of BusinessIndebtedness; (j) any declarationrescission, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryrevocation, or change in any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option election with respect to, Subsidiaryto Taxes; (k) any authorizationchange in any Tax accounting period, issuance, sale adoption or other disposition by Subsidiary change of any shares accounting method with respect to Taxes, filing of capital stock any amended Tax Return, entering into any agreement with respect to material Taxes with any Governmental Entity (including a “closing agreement” under Section 7121 of the Code), surrendering any right to claim a refund for Taxes, any consent to an extension or other waiver of the statute of limitations applicable equity to any Tax claim or beneficial interest) ofassessment, or option with respect to, Subsidiary, taken any other similar action relating to Taxes or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryTax Returns; (l) any incurrence of any capital expenditure (Aindividually or in the aggregate) reorganization, liquidation or dissolution in excess of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person;$100,000; or (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an any Contract or agreement (written or oral) to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.103.8, since December 31, 2008, Subsidiary and the Business has been Balance Sheet Date the Acquired Companies have conducted their respective businesses only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, there has not been: (a) any event, change change, occurrence or circumstance which that, individually or in the aggregate, has had, had or is would reasonably likely be expected to have, have a Seller Material Adverse EffectEffect on the Acquired Companies taken as a whole; (b) any material damage sale or other disposition of any Person or business or any properties, rights or assets by any Acquired Company, including any of its Intellectual Property (normal wear and tear exceptedother than licenses entered into in the Ordinary Course of Business), destruction, eminent domain taking involving the payment or other casualty loss (whether or not covered by insurance) affecting Subsidiary or receipt of more than $100,000 in the Business or any Purchased Asset in any material respectaggregate; (c) any purchasematerial loss, saledamage, mortgage, pledge, lease, destruction or creation eminent domain taking (in each case whether or other incurrence of not insured) affecting the business or any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsmaterial asset; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend by any Acquired Company, or the making of any other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryany Acquired Company, or any direct or indirect redemption, purchase or other acquisition by Seller any Acquired Company of its own capital stock; (e) any change in the compensation payable or to become payable, or benefits provided or to be provided, by any Acquired Company to any Company Employee (other than increases in base salary or wages to non-executive Company Employees made in the Ordinary Course of Business) in excess of $50,000 in the aggregate or any loans or advances made by the any Acquired Company to any of its Affiliates Company Employees (except expense allowances payable to non-executive Company Employees in the Ordinary Course of any such capital stock (or other applicable equity or beneficial interest)Business) in excess of $50,000 in the aggregate, or any Option bonus or equity-based grant arrangements paid to or made to or with any of such non-executive Company Employees, or any establishment or creation of any written employment agreement, any deferred compensation or severance arrangement or employee benefit plan with respect toto such Persons, Subsidiaryor the amendment of any of the foregoing, in each case except as required by any contract, plan or arrangement existing as of the Balance Sheet Date and reflected in the Financial Statements; (kf) any authorizationresignation, issuance, sale termination or other disposition by Subsidiary removal of any shares of capital stock (officer or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment key employee of any right Acquired Company or material change in the terms and conditions of the employment of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryAcquired Company’s key personnel; (lg) any (A) reorganizationchange in accounting methods or practices or material change in collection policies, liquidation pricing policies or dissolution payment policies of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other PersonAcquired Company; (mh) any amendment to the organizational documents of Subsidiary or the taking of material Tax election, any action amended material Tax Returns filed, any proceeding with respect to any such amendmentmaterial Tax claim or assessment relating to any Acquired Company settled or compromised, any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to any Acquired Company, or any other similar action taken relating to the filing of any Tax Return or the payment of any Tax; (ni) except as set forth on Schedule 6.10(n)other than pursuant to applicable Law or the Articles of Incorporation or by-laws of the Acquired Companies, any violationagreement to indemnify, breach defend or default under, hold harmless the officers or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision directors of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased AssetsAcquired Company; or (oj) any entering into of an agreement to do whether in writing or engage in otherwise, for any of the foregoingAcquired Companies to take any of the actions specified in clauses (a) through (i) above.

Absence of Certain Developments. Except as expressly contemplated by this Agreement Since December 31, 2014, Sellers have operated and conducted the Business only in the ordinary course of business in all material respects and have not experienced or suffered any Material Adverse Effect. Without limiting the foregoing, except as set forth on Schedule 6.104.6, since December 31, 2008, Subsidiary and the Business each Seller has been conducted only in the Ordinary Course of Business, and, not with respect to itself, the Business, the Purchased Assets Assets, and Subsidiary, there has not beenthe Assumed Liabilities: (a) (i) other than in the ordinary course of business, paid trade or account payables or delayed or postponed the payment of any event, change trade or circumstance which has hadaccounts payable or commissions or any other liability or litigation, or is reasonably likely (ii) other than in the ordinary course of business, agreed or negotiated with any party to haveextend the payment date of any trade or accounts payable or commission or any other liability or obligation, a Seller Material Adverse Effector (iii) accelerated the collection of (or discounted) any accounts or notes receivable (whether billed or unbilled) or any deferred revenue or taken any actions or omitted to take any actions with the intent or purpose of satisfying the Target Working Capital as of the Closing; (b) instituted or permitted any material damage change in the conduct of the Business, or any material change in its method of purchase, sale, lease, management, marketing, promotion or operation; (normal wear and tear exceptedc) sold, leased, assigned or transferred any of its tangible assets (including the Purchased Assets), destructionexcept in the ordinary course of business, eminent domain taking or canceled without fair consideration any material debts or claims owing to or held by it; (d) sold, assigned, licensed, sublicensed, transferred or encumbered any Intellectual Property Rights or other intangible assets other than in the ordinary course of business, disclosed any proprietary confidential information to any Person (other than Buyers and Buyers’ representatives, agents, attorneys and accountants, and other than Persons that have signed or are bound by confidentiality or nondisclosure agreements for the benefit of Sellers), or abandoned or permitted to lapse any Intellectual Property Rights; (e) made or granted any bonus or any wage or salary increase to any employee (except as required by any Employee Plan or, in the case of non-officer employees, consistent with past practice), or made or granted any material increase in any employee benefit plan or arrangement, or amended or terminated any Employee Plan or adopted any Employee Plan; (f) incurred any Indebtedness or incurred or become subject to any material Liability, except current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business; (g) suffered any extraordinary Losses or waived any rights of material value, in each case in excess of $100,000, whether or not in the ordinary course of business; (h) suffered any damage, destruction or casualty loss to its tangible assets (including the Purchased Assets) in excess of $100,000, whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (ci) made any purchase, sale, mortgage, pledge, lease, capital expenditures or creation or other incurrence commitments therefore that aggregate in excess of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions$100,000; (dj) made any material change in any method of accounting or accounting practice with respect policies, other than those required by GAAP which have been disclosed in writing to the Business or SubsidiaryBuyers; (ek) entered into any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinmaterial transaction, other than in the Ordinary Course ordinary course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liabilitybusiness, or other right; (g) materially changed any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary;business practice; or (l) authorized any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default underof, or the taking committed or failure agreed to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default underthe foregoing actions, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingother than as expressly contemplated hereby.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10in Section 5.7 of the Disclosure Memorandum, since December 31, 2008, Subsidiary and the Balance Sheet Date (i) Seller has conducted the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, (ii) there has not been: (a) occurred any event, change change, effect or circumstance which that has had, had or is reasonably likely to have, have a Seller Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.7 of the Disclosure Memorandum, since the Balance Sheet Date: (i) neither Seller nor any Subsidiary has incurred any Liabilities with respect to the Business or the Purchased Assets of any nature other than items incurred in the regular and Ordinary Course of Business, consistent with past practice, or increased (or experienced any change in the assumptions underlying or the methods of calculating) any bad debt, contingency, or other reserve with respect to the Business or the Purchased Assets, other than in the Ordinary Course of Business consistent with past practice; (bii) there has not been any material damage (normal wear and tear excepted)damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary , with respect to the Seller Properties or any tangible personal property of Seller or the Business or any Subsidiaries that constitutes a Purchased Asset in having a replacement cost of more than $50,000 for any material respectsingle loss or $100,000 for all such losses; (ciii) neither Seller nor any purchaseSubsidiary has (A) except as set forth in Section 5.7(iii) of the Disclosure Memorandum, saleincreased the salary, mortgage, pledge, lease, or creation bonus or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, compensation (other than purchases, sales or leases of assets compensation increases not exceeding five percent (5%) per annum and otherwise made in the Ordinary Course of Business Business) of any Employee; (B) increased the benefits, waivers or variations for the creation benefit of any such Employee, or incurrence otherwise amended, or made payments or grants of Permitted Exceptionsawards that were not required, under any Employee Benefit Plan, or adopted or executed of any new Employee Benefit Plan (other than any such events in the Ordinary Course of Business); or (C) established, assumed, adopted or amended any collective bargaining agreement or recognized any labor organization as the collective bargaining representative of any Employees; (div) except as set forth in Section 8.1(h)(1) and Section 8.1(h)(2) of the Disclosure Memorandum, neither Seller nor any material Subsidiary has executed any employment, severance, change in any method of accounting control or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinsimilar agreements, other than in the Ordinary Course of Business; (fv) there has not been any (A) material settlementchange in the business organization of Seller (including all agency, waiver brokerage and similar relationships of the Business); (B) change in the services provided by the advisors, managers, officers, Employees, underwriters, agents, brokers or agreement sales representatives of Seller; (C) change in the relationships and goodwill with customers, suppliers, correspondents, investors, credit enhancers, attorneys, licensors, landlords, creditors, employees, agents, brokers, and others having business relationships with Seller; or (D) material change in the existing levels of insurance coverage of Seller, except, with respect to any Legal Proceedingclauses (B) and (C), Liabilitychanges that have not had, or other rightand are not reasonably likely to have, a Material Adverse Effect; (gvi) neither Seller nor any incurrence or assumption of any Indebtedness Subsidiary has failed to pay and discharge current Liabilities except for Liabilities not material in an aggregate amount greater than Fifty Thousand Dollars ($50,000)that are disputed in good faith by appropriate proceedings; (hvii) any (iexcept as set forth in Section 5.7(vii) delay or postponement of the payment of Disclosure Memorandum, neither Seller nor any accounts payable Subsidiary has made any material capital expenditure or commitment for additions to property, plant, equipment, intangible property or capital assets or for any change in the methodology employed by Seller or Subsidiary other purpose with respect to the payment thereofSeller Properties or the Purchased Assets, other than for emergency repairs or replacement; (iiviii) acceleration Seller has not made any capital investment in, any loan to, or any acquisition of the collection of Accounts Receivable securities or assets of, any change in the methodology employed by Seller or Subsidiary other Person with respect to the payment thereto, (iii) turnover of inventory, Business or (iv) incurrence of the Purchased Assets other Liabilities outside of the Ordinary Course of Business, which than in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (jix) neither Seller nor any declarationSubsidiary has permitted, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryallowed, or suffered any direct of its properties or indirect redemptionassets (real, purchase personal or mixed, tangible or intangible) that constitute Purchased Assets to be subjected to any Lien, other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarythan Permitted Exceptions; (kx) neither Seller nor any authorizationSubsidiary has acquired any assets or sold, issuanceassigned, sale transferred, conveyed, leased or other disposition by Subsidiary otherwise disposed of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution assets of Seller or any Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (oxi) neither Seller nor any entering Subsidiary has discharged or satisfied any Lien, or paid any obligation or liability (fixed or contingent), with respect to the Business or the Purchased Assets except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Business taken as a whole; (xii) neither Seller nor any Subsidiary has canceled or compromised any debt or claim with respect to the Business or the Purchased Assets or amended, modified, extended, canceled, terminated, relinquished, waived or released any Contract or right with respect to the Business or the Purchased Assets except for immaterial amendments or modifications to such Contract; (xiii) neither Seller nor any Subsidiary has written down or written up the value of any Purchased Assets with a book value on the Balance Sheet in excess of $10,000, except for write-downs, write-ups, and write-offs in the Ordinary Course of Business, none of which is material in amount; (xiv) neither Seller nor any Subsidiary has instituted or settled any material Legal Proceeding with respect to the Business or the Purchased Assets; (xv) Seller has not granted any license or sublicense of any rights under or with respect to any Purchased Intellectual Property; and (xvi) Seller has not agreed, committed, arranged or entered into of an agreement any understanding to do or engage anything set forth in any of the foregoingthis Section 5.7.