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 Company Disclosure Schedule 4.8, since the Balance Sheet Date, (a) the Company has conducted the Business 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 other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated required by this Agreement or as set forth on Company Disclosure Schedule 4.85.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change in the aggregate, with Business of the Vendors nor has there occurred any other events, changes, occurrences or circumstances, has had or could event which is reasonably be expected likely to have result in a Material Adverse Effect Change in the Business; (b) the Vendors have not made any material change with respect to the Company. Without limiting the generality any method of management, operation or accounting in respect of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Business; (ac) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 C$20,000 for any single loss or $C$50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bd) other than in the Ordinary Course of Business, the Company has Vendors have not (i) awarded or paid any bonuses to Former Listed Employees or Employees of the Company, except as defined in Section 7.10 (a) hereof with respect to the extent accrued on most recent fiscal year ended prior to the Balance SheetSheet Date, or (ii) entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonusinto, or similar agreement (nor amended any such agreement) increased or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under under, any written or oral employment agreement or arrangement, deferred compensation agreement, severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directorsthe Vendors’ Listed Employees, officers, employees, agents other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in an increase of more than 3% per annum in the benefits or representativescompensation expense of the Vendors taken as a whole; (ce) there has not been any change by the Company Vendors in accounting or Tax reporting principles, methods or policiespolicies relating to the Business; (df) the Company has Vendors have not entered into any transaction or Contract relating to the Business or conducted the Business other than in the ordinary course consistent with past practice; (g) the Vendors have not failed to promptly pay and discharge current Liabilities liabilities relating to the Business except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eh) the Company has Vendors have not made any loans, advances or capital investment in, any loan contributions to, or investments in, or paid any acquisition fees or expenses to any Listed Employees of the securities or assets of, any other Person, other than advances Vendors in addition to Employees their usual remuneration and in the Ordinary Course of Businessamounts exceeding $10,000.00; (fi) the Company has Vendors have not mortgaged, pledged or subjected to any Lien any of its assetsAssets except for Permitted Encumbrances, or acquired any assets Assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of related to the CompanyBusiness, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gj) the Company has Vendors have not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent) relating to the Business, except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (hk) the Company has Vendors have not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyBusiness taken as a whole; (il) the Company has Vendors have not issued, created, incurred, assumed made any capital expenditure or guaranteed any Indebtedness, capital additions or betterments except in the Ordinary Course ordinary course of Business; (j) the Company has not made business consistent with past practice, or committed to make but not made or completed any capital expenditures (a) expenditure or capital additions or betterments in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 C$25,000 individually or in amounts exceeding $50,000 C$100,000 in the aggregate; (lm) the Company Vendors have not instituted or settled any Legal Proceeding which in any way is material to the Business; (n) no Legal Proceedings have been instituted or threatened and no claim or demand has not granted any license been made against the Vendorsor the Vendor Group seeking to restrain or sublicense of any rights under prohibit or to obtain substantial damages with respect to any Intellectual Property or Technology the consummation of the Companytransactions contemplated herein and no Order by a Governmental Body has been instituted or threatened to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated herein; (mo) the Company has Vendors have not made sold, transferred, assigned or hypothecated any loan to, bad debt or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessaccounts receivable; and (np) the Company has Vendors have not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.85.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company in Section 2.7 of the Disclosure Schedule 4.8(arranged in subsections corresponding to the subsections set forth below), since the Balance Sheet Date, (a) the Company Seller has conducted the Business only in the Ordinary Course of Business and and: (ba) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Seller Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (ab) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost property and assets of Seller used in the Business of more than $10,000 200,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory 750,000 in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company has not awarded or paid aggregate for any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheetrelated losses, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed failure to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesmaintain insurance policies unmodified and without interruption; (c) there has not been any material change by the Company Seller in accounting or Tax reporting principles, methods methods, or policies;, any settlement of any Tax controversy, any amendment of any Tax Return, or any material written Tax election made by or with respect to Seller; and (d) the Company Seller has not failed to promptly pay not: (i) made any declaration or payment of any distributions on or in respect of any equity securities or interests of Seller (other than distributions of cash and discharge current Liabilities except for Liabilities not material in amountcash equivalents); (eii) failed to maintain its assets used in the Company has not Business in materially the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); (iii) made any capital investment inchange 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 loan tobonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any acquisition manager, officer, employee, distributor, or agent of Seller involved in the securities or assets of, any other PersonBusiness, other than advances to Employees increases in the Ordinary Course in the base wages or salaries of Businessemployees of Seller other than officers or managers or as required by any employment Contract; (fiv) hired or terminated employees or engaged or terminated independent contractors involved in the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of Business other than in the Ordinary Course of BusinessCourse; (gv) the Company has not discharged Breached or satisfied waived any Lien, Breach or paid any Liability, except in the Ordinary Course of Businessmaterial right with respect to any Material Contract; (hvi) the Company has not canceled canceled, written off, or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived waived, or released any Contract or right right, except in the Ordinary Course of Business and which, in the aggregate, would are not be material to the CompanySeller; (ivii) modified its pricing and purchasing policies and levels in any material respect, or entered into, amended, renewed, terminated, or permitted to lapse any Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount other than in the Ordinary Course pursuant to arrangement described on Section 2.24 of the Disclosure Schedule; (viii) entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; (ix) changed in any material respect 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 with respect to the Business; (x) failed to maintain its existence as a corporation or limited liability company, as applicable; (xi) adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; (xii) engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; (xiii) failed to pay any of its Liabilities within thirty (30) days of when due; (xiv) entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body; (xv) failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements in all material respects; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; (xvi) made any filings or registrations with any Governmental Body, except routine filings and registrations made in the Ordinary Course; (xvii) adopted, amended, modified, or terminated any of its Employee Benefit Plans applicable to the Business; (xviii) written up or down (or failed to write up or down) the Company has not issued, created, incurred, assumed or guaranteed value of any IndebtednessPurchased Assets, except in the Ordinary Course of BusinessCourse, in accordance with GAAP consistently applied; (jxix) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled introduced any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or change with respect to any Intellectual Property the Business, including with respect to the products or Technology services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the Company;levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; or (mxx) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners agreements or employees, except for any advances made commitments to Employees do or perform in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into future any understanding actions referred to do anything set forth in this Section 4.82.7 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event“material adverse change” (defined as a change that significantly impacts the financial condition, changeoperations, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality prospects of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Purchaser in a negative manner) nor has there occurred any event which is reasonably likely to result in a material adverse change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Purchaser except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanyPurchaser’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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; the Purchaser has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (dvi) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fvii) the Company Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gviii) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hix) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ix) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxi) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since the Balance Sheet Date, Date (a) the Company has conducted the Business its business 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, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 for all such losses losses; (ii) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any Ownership Interest of the Company or any repurchase, redemption or other acquisition by the Company of any outstanding securities of, or other ownership interest in, the Company; (iii) except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of BusinessBusiness consistent with past practice, the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany with respect to the fiscal year ended December 31, 2007, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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; (civ) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (dv) the Company has not made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (vi) the Company has not entered into any transaction or Contract other than in the Ordinary Course of Business; (vii) the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Selling Member or any acquisition officer, partner, member or Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSelling Member; (fix) the Company has not (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except except, in the case of clause (B), for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gx) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (hxi) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany taken as a whole; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxii) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 25,000 individually or in amounts exceeding $50,000 in the aggregate; (lxiii) the Company has not issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness in an amount in excess of $25,000 in the aggregate; (xiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and; (nxv) the Company has not instituted or settled any Legal Proceeding resulting in a loss of revenue in excess of $25,000 in the aggregate; and (xvi) none of the Selling Members or the Company has agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyPurchaser with respect to the fiscal year ended December 31, 2004, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser'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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fviii) the Company Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hx) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixi) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.8, since the Balance Sheet Date, Date (a) the Company has and the Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business and have used their respective commercially reasonable efforts to preserve the business intact and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could would reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets of the Company or any Subsidiary having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 250,000 for all such losses losses; (ii) except shrinkage of biodiesel inventory in the Ordinary Course of Business; (bBusiness pursuant to the terms of existing Company Benefit Plans described on Schedule 5.14(a) other than in the Ordinary Course of Businessor as required by Law, neither the Company nor any Subsidiary has not awarded (1) awarded, paid, made, accrued, contingently or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheetotherwise, or granted, any bonus, incentive compensation, service award or other similar benefit to Personnel, (2) entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Subsidiary’s current or former directors, officers, officers or employees, agents or representatives or (3) 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 plan made to, for or with such directors, officers, officers or employees, agents or representatives; (ciii) there except in the ordinary course of business, neither the Company nor any Subsidiary has not been made or rescinded any election relating to Taxes, or settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as required by applicable law, made any change by the Company in to any of its methods of accounting or methods of reporting income or deductions for Tax reporting principlesor accounting practice or policy, methods or policiesfiled any amended Tax Returns or consented to any extension or waiver of the limitation period applicable to any claim or assessment relating to Taxes; (div) neither the Company nor any Subsidiary has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets Assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets Assets of the CompanyCompany or any Subsidiary, except except, for assets acquired or Assets acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gv) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (hvi) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany and the Subsidiaries taken as a whole; (ivii) neither the Company nor any Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 100,000 individually or in amounts exceeding $50,000 250,000 in the aggregate; (lviii) neither Company 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 Indebtedness (other than the advancement of expenses to Personnel of the Company or any of its Subsidiaries in the Ordinary Course of Business); (ix) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; (x) neither the Company nor any Subsidiary has amended or modified the Company Benefit Plans, other than (i) amendments or modifications to such plans made in the Ordinary Course of Business pursuant to the terms of such plans or as required by Law or (ii) the extension of coverage to Personnel of the Company or any of its Subsidiaries who became eligible after the Balance Sheet Date; (xi) neither the Company nor any Subsidiary has revalued any of their respective Assets, including writing off notes or accounts receivable or revaluing inventory; (xii) neither the Company nor any Subsidiary has declared, set aside for payment or paid any dividends or distributions (other than cash) in respect of any Equity Securities of the Company or any of its Subsidiaries, or redeemed, purchased or otherwise acquired any of the Company’s or any of the Subsidiary Equity Securities; (xiii) neither the Company nor any Subsidiary has issued or reserved for issuance, or committed (including any stock option or other stock incentive award) to issue or reserve for issuance, any Equity Securities of the Company or any of its Subsidiaries; (xiv) neither the Company nor any Subsidiary has materially and adversely modified or terminated any material policy of insurance, any Material Contract or any Contract that would be a Material Contract if in existence on the date hereof; (xv) neither the Company nor any Subsidiary has created, incurred or otherwise suffered any Lien on any Asset of the Company or any of its Subsidiaries, other than Permitted Exceptions; (xvi) neither the Company nor any Subsidiary has instituted or settled any Legal Proceeding involving a claim or claims in excess of $50,000 in the aggregate; and (nxvii) none of the Sellers or the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.8.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.83.09(a), since August 4, 2002 and through the Balance Sheet Date, date hereof: (ai) the Company has conducted the Business only in the Ordinary Course of Business and no event occurred which could reasonably have a Material Adverse Effect; (bii) there has not been any eventdeclaration, changesetting a record date, occurrence setting aside or circumstance thatauthorizing the payment of, individually any dividend or other distribution in respect of any shares of Capital Stock of the Company or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of Capital Stock of the Company other than the Company's regular quarterly dividends to its stockholders paid on September 13, 2002 and December 16, 2002; (iii) neither the Company nor any Company Subsidiary has transferred, issued, sold or disposed of any shares of their Capital Stock or granted any options, warrants, calls or other rights to purchase or otherwise acquire shares of their Capital Stock other than under the Company's employee stock option plans and the dissolution of former Company Subsidiaries; (iv) neither the Company nor any Company Subsidiary, except in the aggregate, ordinary course of business and consistent with any other events, changes, occurrences or circumstancespast practice, has had (x) awarded or could reasonably be expected paid any material bonuses to have a Material Adverse Effect any senior executive, or (y) entered into any Plan, material employment, deferred compensation, severance or similar agreement (nor amended or terminated any such agreement) or agreed to increase materially the compensation payable or to become payable to any senior executive or agreed to increase materially the coverage or benefits available under any material severance pay, deferred compensation, bonus or other incentive compensation, pension or other employee benefit plan, payment or arrangement made to, for or with respect such senior executive; (v) except in connection with the CK Acquisition, neither the Company nor any Company Subsidiary has made, or agreed to, make any material acquisition of any business or assets other than in the ordinary course of business; (vi) neither the Company nor any Company Subsidiary has made, or agreed to the Company. Without limiting the generality make, any loans or investments in any business of any Affiliate of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:other than a Company Subsidiary; (avii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property of the Company or any Company Subsidiary having a replacement cost material adverse impact on the business of more than $10,000 for any single loss the Company or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of BusinessCompany Subsidiaries, taken as a whole; (bviii) other than in except as granted under the Ordinary Course of BusinessCredit Facility or the Transaction Documents, neither the Company nor any Company Subsidiary has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien (other than Permitted Liens) any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased conveyed or otherwise disposed of any material assets of the CompanyCompany or any Company Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien conveyed or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness; (gix) except for the CK Purchase Agreement, neither the Company nor any Company Subsidiary has not discharged entered into any Contract to make any capital expenditures obligating the Company or satisfied any Lien, Company Subsidiary to pay an amount which together with amounts already expended or paid any Liability, except committed during its 2002 fiscal year would exceed the amount budgeted for capital expenditures in the Ordinary Course of Business2002 Budget; (hx) except in connection with the Credit Facility and the CK Acquisition, neither the Company nor any Company Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtednessdebt for borrowed money, except whether due or to become due, other than in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (jxi) except in connection with the Contemplated Transactions, neither the Company nor any Company Subsidiary has not made or committed to make entered into any capital expenditures (a) material transaction other than in excess the ordinary course of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year business consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Datepast practice; (kxii) neither the Company nor any Company Subsidiary has not instituted or settled made any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 change in the aggregateaccounting principles, methods or practices followed by it (including, without limitation, its method of accounting for stock options) other than a change which was required by reason of a concurrent change in Law or GAAP; (lxiii) neither the Company nor any Company Subsidiary has not granted any license amended its Certificate of Incorporation or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyBy-Laws except as contemplated by this Agreement; (mxiv) neither the Company nor any Company Subsidiary has had any material disagreements with its independent public accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which has not made been resolved; (xv) neither the Company nor any loan Company Subsidiary has sold, assigned or transferred, or allowed any rights to lapse with respect to, or entered into any Intellectual Property, other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees than in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice and which could reasonably have a Material Adverse Effect; (xvi) neither the Company nor any Company Subsidiary has entered into, modified, amended or terminated any material Contract, other than in the ordinary course of business and consistent with past practice and which could reasonably have a Material Adverse Effect; and (nxvii) neither the Company nor any Company Subsidiary has not agreed, committedwhether in writing or otherwise, arranged or entered into any understanding to do anything set forth in this Section 4.8any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyPurchaser with respect to the fiscal year ended August 31, 2006, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser'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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fviii) the Company Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hx) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixi) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Purchaser except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser'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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) except for the change to the fiscal year end as reported in its filings with the Securities and Exchange Commission, there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any acquisition of the securities fees or assets of, expenses to any other Person, other than advances to Employees in the Ordinary Course of BusinessAffiliate; (fviii) except as reported in its filings with the Company Securities and Exchange Commission, the Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hx) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixi) except as reported in its filings with the Company has not issuedSecurities and Exchange Commission, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.808.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, (a) the Company has conducted the Business 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 other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.84.9: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Company Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directorsmanagers, 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 directorsmanagers, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directorsmanagers, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since Since the ReShape Balance Sheet Date, (a) the Company has conducted the Business 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 other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Companyon ReShape. Without limiting the generality of the foregoingExcept as expressly contemplated hereby, since the ​ ReShape Balance Sheet Date or as set forth Date, ReShape has carried on Company Disclosure Schedule 4.8and operated its business in all material respects in the ordinary course of business consistent with past practice, and ReShape has not: (a) there has not been any damage, destruction amended or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businessmodified its Organizational Documents; (b) other than sold, leased, assigned, transferred or purchased any material tangible assets, in each case in a single or related series of transactions, except in the Ordinary Course ordinary course of Businessbusiness; (c) issued, sold, redeemed or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; (d) prior to the Company has not awarded date hereof, declared or paid any bonuses to Former Employees dividend or Employees other distribution of the Companyassets of ReShape; (e) made or approved any material changes in its employee benefit plans or made any material changes in wages, except salary, or other compensation, including severance, with respect to its current or former officers, directors or executive employees other than increases in base salaries and wages that are consistent with past practices or as required by applicable Law or any ReShape Plan; (f) paid, loaned or advanced (other than the extent accrued on advance or reimbursement of business expenses in the Balance Sheetordinary course of business consistent with past practice or 401(k) plan loans) any amounts to, or sold, transferred or leased any of its assets to, or entered into any employmentother transactions with, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assetsAffiliates, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholdersdirectors or officers outside the ordinary course of business or other than at arm’s length; (g) except as required by applicable Law, Affiliatesadopted, officersterminated or materially amended any ReShape Plans; (h) hired or terminated any officers or employees of ReShape with annual cash compensation in excess of $100,000; (i) commenced or settled any Action in which the amount in dispute is in excess of $100,000; (j) made any material change in accounting principles, directorsmethods, partners procedures or employeespolicies, except for as required by GAAP; (k) made, changed or revoked any advances made material Tax election, or settled or compromised any material Tax claim or liabilities, or filed any substantially amended material Tax Return; (i) authorized, proposed, entered into or agreed to Employees enter into any plan of liquidation, dissolution or other reorganization or (ii) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (m) except in the Ordinary Course ordinary course of Business; andbusiness, incurred or discharged any Indebtedness; (n) made capital expenditures or capital additions or betterments in excess of $100,000 in the Company has aggregate; (o) suffered any material damage, destruction or loss, whether or not agreedcovered by insurance; (p) sold, committedassigned, arranged transferred, abandoned or entered into allowed to lapse or expire any understanding material Intellectual Property rights (other than certain pending applications that have not been allowed or granted) or other intangible assets owned, used or licensed by ReShape in connection with any product of ReShape or the operation of its business; (q) been subject to any claim or written threat of infringement, misappropriation or other violation by or against ReShape of Intellectual Property rights of ReShape or a third party; (r) materially reduced the amount of any insurance coverage provided by existing insurance policies; or (s) committed to do anything set forth in this Section 4.8any of the foregoing.

Absence of Certain Developments. Except as expressly disclosed in the Company Financial Statements, as otherwise contemplated by this Agreement or as set forth on Company Disclosure in Schedule 4.83.17, since the date of the Company Latest Balance Sheet DateSheet, (a) the Company has conducted the Business its business only in the Ordinary Course of Business ordinary course consistent with past practice and (b) there has not occurred or been entered into, as the case may be: (i) any eventevent having a Material Adverse Effect on the Company, change(ii) any event that could reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, occurrence (iii) any material change by the Company in its accounting methods, principles or circumstance thatpractices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the Company Units or any redemption, purchase or other acquisition of any of the Company’s securities, (v) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or Compensatory Plan of the Company, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of the Company, (vi) other than issuances of options pursuant to duly adopted option plans, the details of which have been disclosed in writing by the Company to Minn Shares, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the LLC Agreement, (viii) other than in the ordinary course of business consistent with past practice, any (A) capital expenditures by the Company, (B) purchase, sale, assignment or transfer of any material assets by the Company, (C) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the Company, except for liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to on the Company. Without limiting , or (D) cancellation, compromise, release or waiver by the generality Company of any rights of material value or any material debts or claims, (ix) any incurrence by the foregoingCompany of any material liability (absolute or contingent), since except for current liabilities and obligations incurred in the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8: ordinary course of business consistent with past practice, (ax) there has not been any damage, destruction or similar loss, whether or not covered by insurance, with respect to materially affecting the Purchased Assets having a replacement cost business or properties of more than $10,000 for the Company, (xi) entry into any single loss agreement, contract, lease or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) license other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, (xii) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which the Company has not awarded is a party or paid by which it is bound, (xiii) entry by the Company into any bonuses loan or other transaction with or extension of credit to Former Employees any officers, directors or Employees employees of the CompanyCompany or Affiliates of family members thereof, except to (xiv) any charitable or other capital contribution by the extent accrued on Company or pledge therefore, (xv) entry by the Balance SheetCompany into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or entered into (xvi) any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, negotiation or similar agreement (nor amended any such agreement) or agreed by the Company to increase the compensation payable or to become payable by it to do any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees things described in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; preceding clauses (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; through (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8xv).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.86.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of ChannelHealth having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in the Ordinary Course respect of Businessany shares of capital stock of ChannelHealth or any repurchase, the Company redemption or other acquisition by ChannelHealth of any outstanding shares of capital stock or other securities of, or other ownership interest in, ChannelHealth; (iv) ChannelHealth has not awarded or paid any bonuses to Former Employees or Employees employees of ChannelHealth with respect to the Companyfiscal year ended December 31, 1999, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s ChannelHealth's directors, officers, employees, agents officers or representatives employees 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 employees (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 representativescompensation expense of ChannelHealth); (cv) there has not been any material change by the Company ChannelHealth in accounting or Tax reporting principles, methods or policiespolicies except as required by GAAP; (dvi) ChannelHealth has not conducted its business other than in the Company ordinary course consistent with past practice; (vii) ChannelHealth has not failed to promptly pay and discharge material current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company ChannelHealth has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to IDX or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessIDX; (fix) the Company ChannelHealth has not mortgaged, pledged or subjected to any Lien Lien, other than a Permitted Exception, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyChannelHealth, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company ChannelHealth has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (hxi) the Company ChannelHealth has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business and which, in the aggregate, would not be material to the Companybusiness consistent with past practice; (ixii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company ChannelHealth has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company ChannelHealth has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregateProceeding; (lxiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company ChannelHealth has not made or revoked any loan toTax election (and no such election has been made or revoked on its behalf), and ChannelHealth has not (and no Person on ChannelHealth's behalf has) settled or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesscompromised a Tax dispute; and (nxv) the Company ChannelHealth has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.86.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.86.8, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been occurred any event, change, occurrence or circumstance that, individually or event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Effect; (ab) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets of RxCentric having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bc) other than in the Ordinary Course of Business, the Company RxCentric has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyRxCentric, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanyRxCentric’s directors, officers, employees, agents officers or representatives employees 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 employees (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 representativescompensation expense of RxCentric); (cd) there has not been any material change by the Company RxCentric in accounting or Tax reporting principles, methods or policiespolicies except as required by GAAP; (de) RxCentric has not conducted its business other than in the Company ordinary course consistent with past practice; (f) Except as set forth on Schedule 6.8(f), RxCentric has not failed to promptly pay and discharge material current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eg) the Company RxCentric has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any acquisition fees or expenses to any Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessRxCentric; (fh) the Company Except as set forth on Schedule 6.8(h), RxCentric 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 CompanyRxCentric, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gi) the Company RxCentric has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (hj) the Company RxCentric has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business and which, in the aggregate, would not be material to the Companybusiness consistent with past practice; (ik) the Company Except as set forth in Schedule 6.8(k), RxCentric has not issued, created, incurred, assumed made any oral promises or guaranteed any Indebtedness, except in waivers related to the Ordinary Course terms of Businessthe Assumed Contracts; (jl) the Company RxCentric has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $10,000 individually or $25,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (km) the Company RxCentric has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregatelegal proceeding; (ln) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company RxCentric has not made or revoked any loan toTax election (and no such election has been made or revoked on its behalf), and RxCentric has not (and no Person on RxCentric’s behalf has) settled or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesscompromised a Tax dispute; and (no) the Company RxCentric has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.86.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure in Schedule 4.83.10, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (ab) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Business having a replacement cost of more than $10,000 for any single loss or $50,000 25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bc) there has not been any declaration, setting aside or payment of any dividend or other than distribution in the Ordinary Course respect of Businessany shares of capital stock of FTI or any repurchase, the Company redemption or other acquisition by Seller or Zonagen of any outstanding shares of capital stock or other securities of, or other ownership interest in, FTI; (d) Seller has not awarded or paid any bonuses to Former Employees or Employees employees of FTI with respect to the Companyfiscal year ended December 31, 1998, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives of FTI 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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of FTI); (ce) there has not been any change by the Company FTI or Zonagen in accounting or Tax reporting principles, methods or policies; (df) Neither FTI nor Zonagen has not entered into any transaction or Contract with respect to the Company Business or conducted the Business other than in the ordinary course consistent with past practice; (g) Seller has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or liabilities with respect to any Intellectual Property or Technology of the CompanyBusiness except where disputed in good faith by appropriate proceedings; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Schedule 5.13 of the Disclosure Schedule 4.8Schedule, since the Balance Sheet DateJanuary 1, 2005 (ai) the Company has and the Subsidiaries have conducted the Business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8January 1, 2005: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any of the Subsidiaries having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 250,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any of Businessthe Subsidiaries or any repurchase, redemption or other acquisition by the Company or any of the Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any of the Subsidiaries; (iii) neither the Company nor any of the Subsidiaries has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any of the Subsidiaries with respect to the fiscal year ended December 31, 2005, except (a) to the extent accrued on the Balance Sheet, or (b) less than $200,000 in the aggregate, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or increased or agreed to increase the compensation payable or to become payable by it to any of the Company’s or the Subsidiaries’ respective directors, officers, senior employees, agents or representatives or increased 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, senior employees, agents or representativesrepresentatives (with a “senior employee” meaning an employee in respect of remuneration in excess of £50,000 for UK-based employees and $50,000 for US-based employees); (civ) there has not been any change by the Company or any of the Subsidiaries in accounting or Tax reporting principles, methods or policies other than a change required to comply with Law or generally accepted accounting principles, methods or policies; (dv) neither the Company nor any of the Subsidiaries has not made or rescinded any election relating to Taxes or settled or compromised any Legal Proceeding relating to Taxes other than as part of the Ordinary Course of Business; (vi) neither the Company nor any of the Subsidiaries has failed to promptly pay and discharge current Liabilities liabilities when due except for Liabilities not material where disputed in amountgood faith by appropriate proceedings (which disputes are set forth in Schedule 5.13(vi) of the Disclosure Schedule); (evii) neither the Company nor any of the Subsidiaries has not made any loans, advances or capital investment contributions to, or investments in, any loan to, or any acquisition of the securities or assets of, any other Person, Person other than advances for reasonable business expenses to Employees employees made in the Ordinary Course of Business; (fviii) neither the Company nor any of the Subsidiaries has not (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any fixed assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any fixed assets of the CompanyCompany or any of the Subsidiaries, except in the case of clause (B) for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gix) neither the Company nor any of the Subsidiaries has not discharged or satisfied any Lien, or paid any obligation or Liability, except in the Ordinary Course of Business; (hx) neither the Company nor any of the Subsidiaries has not canceled cancelled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, which would not be material to the CompanyGroup taken as a whole; (ixi) neither the Company nor any of the Subsidiaries has not made or committed to make any capital expenditures or capital additions or betterments in excess of $50,000 individually or $250,000 in the aggregate; (xii) neither the Company nor any of the Subsidiaries has issued, created, incurred, assumed or guaranteed any Indebtedness, except Indebtedness in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) an amount in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (lxiii) neither the Company nor any of the Subsidiaries has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; (xiv) neither the Company nor any of the Subsidiaries has instituted or settled any material Legal Proceeding; and (nxv) neither the Company nor any of the Subsidiaries has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.13.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.10, since the Balance Sheet Date, Date (ai) the Company has conducted the Business its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth on Schedule 5.10, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 for any single loss or $50,000 25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of the Ordinary Course Membership Interest or any repurchase, redemption or other acquisition by the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iii) the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s its directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation 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; (civ) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (dv) the Company has not made or rescinded any election relating to Taxes, or settled or compromised any claim relating to Taxes; (vi) the Company has not entered into any transaction or Contract or conducted its business other than in the Ordinary Course of Business; (vii) the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to the Member or any acquisition director, officer, partner, stockholder or Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessMember; (fix) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gx) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course of BusinessBusiness and which, in the aggregate, would not be material to the Company taken as a whole; (hxi) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany taken as a whole; (ixii) the Company has not made or committed to make any capital expenditures or capital additions or betterments in excess of $10,000 in the aggregate; (xiii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (lxiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (mxv) the Company has not made instituted or settled any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial Legal Proceeding; and (nxvi) neither the Member nor the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth disclosed on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 100,000 for any single loss or $50,000 500,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Purchaser except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser'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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to the Sellers or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSellers; (fviii) the Company Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hx) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixi) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $100,000 individually or $500,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent aggregate without consulting with prior practice or (b) which require any payment that may or will extend beyond the Closing DateSellers; (kxii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything and is not contemplating doing anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.83.9, since the Company Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has an event which had or could reasonably be expected to have a Material Adverse Effect with respect nor has there occurred any event which is reasonably likely to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:result in a Material Adverse Effect; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 for any single loss or $50,000 25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any distribution in respect of any membership interest of the Company or any repurchase, redemption or other than in acquisition by the Ordinary Course Company of Businessany outstanding membership, or other ownership interest in, the Company; (iv) the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany with respect to the fiscal year ended 2006, except to the extent accrued on the Company Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company); (cv) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (dvi) the Company has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, person or paid any fees or expenses to the Company or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessCompany; (fix) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company; (hxi) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxii) the Company has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $10,000 individually or $25,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate;legal proceeding; and (lxiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.83.9.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Company Section 4.9 of the Disclosure Schedule 4.8Schedule, since the Balance Sheet DateMay 30, 2014 (ai) the Company has conducted the Business only in the Ordinary Course of Business Business, (ii) there has not been any damage, destruction or loss with respect to any material property or asset of the Business, (iii) issuance of or change in the authorized or issued shares of the Company; purchase, redemption, retirement, or other acquisition by the Company of any shares of the Company; or declaration or payment of any dividend or other distribution or payment in respect of the shares of the Company, and (biv) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Effect. (b) Without limiting the generality of the foregoing, since the Balance Sheet Date or foregoing and except as set forth on Company Section 4.9 of the Disclosure Schedule 4.8: (a) there has not been any damageSchedule, destruction or losssince May 30, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business2014, the Company has not not: (i) declared, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock (or other equity interest) of the Company; (ii) repurchased, redeemed or acquired any outstanding shares of capital stock (or other equity interest) or other securities of, or other ownership interest in, the Company; (iii) awarded or paid any bonuses to Former Employees any Business Employee (as defined in Section 4.11(b)) or Employees of the Companyany Physician (as defined in Section 4.11(a)), except to the extent accrued other than as set forth on the Balance Sheet, or Disclosure Schedule; (iv) entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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 representativesthe Company Benefit Plan (as defined in Section 4.12(a)); (cv) there has not been any change by the Company in changed its accounting or Tax reporting principles, methods or policies; (dvi) the Company has not made or rescinded any election relating to Taxes, settled or compromised any claim relating to Taxes; (vii) failed to promptly pay and discharge current Liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan toPerson or paid any fees or expenses to any director, officer, partner, shareholder or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessAffiliate; (fix) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, properties or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of rights relating to the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (gx) the Company has not discharged terminated, entered into or satisfied amended any Lien, or paid any Liability, except Material Contract (as defined in the Ordinary Course of BusinessSection 4.16(a)); (hxi) the Company has not canceled made or compromised committed to make any debt capital expenditures in excess of $5,000 individually or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, $15,000 in the aggregate, would not be material to the Company; (ixii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxiii) suffered any material change in the Company has not made productivity or committed to make any capital expenditures compensation of the Physicians (aas defined in Section 4.11(a)) as reflected in excess Section 4.11 of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing DateDisclosure Schedule; (kxiv) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate;Proceeding; or (lxv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding agreement to do anything set forth in this Section 4.8any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, Date (ai) the each Company has conducted the Business its businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could are reasonably likely to be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date Date, and except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9: (a) there has not been any material damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost property and assets of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of BusinessCompany; (b) there has not been any declaration, setting aside or payment of any dividend or other than distribution in the Ordinary Course respect of Businessany shares of capital stock of any Company or any repurchase, the redemption or other acquisition by any Company of any outstanding shares of capital stock or other securities of, or other ownership interest in, any Company; (c) no Company has not awarded or paid any bonuses to Former Employees or Employees employees of such Company with respect to the Companyfiscal year ended December 31, 2010, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the such Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (cd) there has not been any change by the any Company in accounting or Tax reporting principles, methods or policies; (de) the no Company has not instituted or settled any Legal Proceeding or canceled or compromised any debt or claim or materially amended, canceled or terminated any Contract; (f) no Company has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eg) the no Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to Seller or any acquisition director, officer, partner, shareholder or Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fh) the no Company has not (i) mortgaged, pledged or subjected to any Lien any of its assets, or (ii) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the such Company, except except, in the case of clause (ii), for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gi) the no Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) or capital additions in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed $1,000,000; (j) no Company has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing DateIndebtedness in an amount in excess of $1,000,000; (k) the no Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the owned by such Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (nl) the none of Seller or any Company has not agreed, committed, arranged committed or entered into any understanding to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.82.9, since December 31, 2005 (i) Consonus and the Balance Sheet Date, (a) the Company has Consonus Subsidiaries have conducted the Business their business only in the Ordinary Course ordinary course of Business business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Consonus Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or December 31, 2005, and except as set forth on Company Disclosure Schedule 4.82.9: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost property and assets, excluding accounts receivable, of Consonus or any Consonus Subsidiary of more than $10,000 for any single loss or $50,000 25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) other than in the Ordinary Course of Business, the Company there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of Consonus or any repurchase, redemption or other acquisition by Consonus or any Consonus Subsidiary of any outstanding shares of capital stock or other securities of, or other ownership interest in, Consonus or any Consonus Subsidiary; (iii) neither Consonus nor any Consonus Subsidiary has awarded or paid any bonuses to Former Employees employees of Consonus or Employees of any Consonus Subsidiary with respect to the Companyfiscal year most recently ended, except to the extent accrued on the Consonus Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanyConsonus’ or any Consonus Subsidiary’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, except in each case, in the ordinary course of business; (civ) there has not been any change by the Company Consonus or any Consonus Subsidiary in accounting or Tax reporting principles, methods or policies; (dv) neither Consonus nor any Consonus Subsidiary has made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (vi) neither Consonus nor any Consonus Subsidiary has entered into any material transaction or contract other than in the Company ordinary course of business and other than this Agreement; (vii) neither Consonus nor any Consonus Subsidiary has not failed to promptly pay and discharge material current Liabilities liabilities when due except where disputed in good faith or upon agreement with the third party for Liabilities not material in amountextended terms. (viii) neither Consonus nor any Consonus Subsidiary has made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Consonus Holder or any director, officer, partner, stockholder or Affiliate of any Consonus Holder; (eix) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees except for capitalized leases entered into in the Ordinary Course ordinary course of Business; business, neither Consonus nor any Consonus Subsidiary has (fA) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of Consonus, except, in the Companycase of clause (B), except for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness; (gx) the Company neither Consonus nor any Consonus Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityliability, except in the Ordinary Course ordinary course of Businessbusiness; (hxi) the Company neither Consonus nor any Consonus Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract contract or right except in the Ordinary Course ordinary course of Business business and which, in the aggregate, would not be material to the CompanyConsonus; (ixii) the Company neither Consonus nor any Consonus Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 5,000 individually or in amounts exceeding $50,000 25,000 in the aggregate; (lxiii) neither Consonus nor any Consonus Subsidiary has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any material indebtedness, which shall not include purchase obligations under vendor or customer agreements entered into in the Company ordinary course of business; (xiv) neither Consonus nor any Consonus Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology except in the ordinary course of the Companybusiness; (mxv) the Company neither Consonus nor any Consonus Subsidiary has not made instituted any loan to, Legal Proceeding or entered into settled any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees Legal Proceeding which would in the Ordinary Course of Businessaggregate be material to Consonus; and (nxvi) neither the Company Consonus Principal Stockholder nor Consonus has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.82.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyPurchaser with respect to the fiscal year ended July 31, 2012, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser'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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fviii) the Company Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hx) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixi) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.86.7, since the Balance Sheet Date, Date (ai) the Company has and the Subsidiaries have conducted the Business their businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could would reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth on Schedule 6.7, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company has and the Subsidiaries have not awarded increased in any manner the benefits, compensation, bonus or paid bonus opportunity of any bonuses to Former Employees employee, officer, director, consultant or Employees other service provider of or to, as the Companycase may be, except to the extent accrued on Company or the Balance SheetSubsidiaries; (b) the Company and the Subsidiaries have not entered into, established, amended or entered into terminated any employment, consulting, retention, change in control, bonus, incentive compensation, profit sharing, deferred compensation, long-term incentive, severance, stay bonus, bonusnon-competition or similar agreement, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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 agreement, program, policy or arrangement made tothat would constitute an Employee Benefit Plan, for to which the Company or with such directorsthe Subsidiaries would be a party or otherwise have any liability, officersexcept, employeesin each case, agents or representativesas required by applicable Law; (c) the Company and the Subsidiaries have not entered into or agreed to enter into any merger or consolidation with any corporation or other entity, or acquired the securities of any other Person; (d) other than daily cash sweeps effected in the Ordinary Course of Business, there has not been any change declaration, setting aside or payment of any dividend or other distribution in respect of any equity interest of the Company or the Subsidiaries or any repurchase, redemption or other acquisition by the Company in accounting or Tax reporting principlesany Subsidiary of any outstanding equity interest or other securities of, methods or policies; (d) other ownership interest in, the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amountor the Subsidiaries; (e) the Company has and the Subsidiaries have not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (fA) the Company has not mortgaged, pledged or subjected to any Lien (other than Permitted Exceptions) any of its their assets, nor has any such asset been seized or attached, or (B) acquired any material assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany and the Subsidiaries, taken as a whole, except in the case of clause (B) for such assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gf) the Company has not discharged or satisfied any Lien, or paid any Liability, except in and the Ordinary Course of Business; (h) the Company has Subsidiaries have not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Material Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany and the Subsidiaries, taken as a whole; (g) Seller has not sold, transferred or encumbered any Shares, and the Company and the Subsidiaries have not sold any shares of capital stock or other equity securities of any Subsidiary; (h) the Company and the Subsidiaries have not effected any reclassification, recapitalization or like change in the capitalization of the Company and the Subsidiaries; (i) neither the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in nor the Ordinary Course of Business;Subsidiaries have amended their respective constituent documents; and (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for and the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has Subsidiaries have not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.86.7.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Company Section 4.9 of the Disclosure Schedule 4.8Schedule, since the Balance Sheet DateApril 30, 2014, (ai) the Company has conducted the Business only in the Ordinary Course of Business Business, (ii) there has not been any damage, destruction or loss with respect to any material property or asset of the Business, (iii) issuance of or change in the authorized or issued shares of the Company; purchase, redemption, retirement, or other acquisition by the Company of any shares of the Company; or declaration or payment of any dividend or other distribution or payment in respect of the shares of the Company, and (biv) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Effect. (b) Without limiting the generality of the foregoing, since the Balance Sheet Date or foregoing and except as set forth on Company Section 4.9 of the Disclosure Schedule 4.8: (a) there has not been any damageSchedule, destruction or losssince April 30, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business2014, the Company has not not: (i) declared, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock (or other equity interest) of the Company; (ii) repurchased, redeemed or acquired any outstanding shares of capital stock (or other equity interest) or other securities of, or other ownership interest in, the Company; (iii) awarded or paid any bonuses to Former Employees any Business Employee (as defined in Section 4.11(b)) or Employees of the Companyany Physician (as defined in Section 4.11(a)), except to the extent accrued other than as set forth on the Balance Sheet, or Disclosure Schedule; (iv) entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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 representativesthe Company Benefit Plan (as defined in 4.12(a)); (cv) there has not been any change by the Company in changed its accounting or Tax reporting principles, methods or policies; (dvi) the Company has not made or rescinded any election relating to Taxes, settled or compromised any claim relating to Taxes; (vii) failed to promptly pay and discharge current Liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan toPerson or paid any fees or expenses to any director, officer, partner, stockholder or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessAffiliate; (fix) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, properties or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of rights relating to the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (gx) the Company has not discharged terminated, entered into or satisfied amended any Lien, or paid any Liability, except Material Contract (as defined in the Ordinary Course of BusinessSection 4.17(a)); (hxi) the Company has not canceled made or compromised committed to make any debt capital expenditures in excess of $10,000 individually or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, $25,000 in the aggregate, would not be material to the Company; (ixii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxiii) suffered any material change in the Company has not made productivity or committed to make any capital expenditures compensation of the Physicians (aas defined in Section 4.11(a)) as reflected in excess Section 4.11(a) of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing DateDisclosure Schedule; (kxiv) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate;Proceeding; or (lxv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding agreement to do anything set forth in this Section 4.8any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.10, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to event which would have a Material Adverse Effect with respect on the Company nor has there occurred any event which is reasonably likely to result in a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) except for dividends or distributions related to applicable Taxes (as defined in Section 4.11) through the Closing Date, there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by any Seller or the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iv) the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, except to the extent accrued on the Balance Sheet, Company or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives, other than in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company taken as a whole; (cv) there has not been any change by the Company in accounting or Tax tax reporting principles, methods or policies; (dvi) the Company has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, person or paid any fees or expenses to any Seller or any acquisition Affiliate (as defined in Section 4.14) of the securities or assets of, any other Person, Seller other than advances to Employees in the Ordinary Course of Businessordinary course consistent with past practice; (fix) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company taken as a whole; (hxi) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyCompany taken as a whole; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxii) the Company has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $20,000 individually or $40,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiv) none of the Sellers nor the Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.9, since the Balance Sheet Date, Date (ai) the Company has and its Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Subsidiary having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 200,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (b) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (c) except as set forth on Schedule 5.9(c), neither the Company nor any Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Subsidiary with respect to the fiscal year ended December 31, 2003, except to the extent accrued on the Balance Sheetpreviously disclosed to Parent in writing, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's or any Subsidiary'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; (cd) there has not been any material change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (de) neither the Company nor any Subsidiary has not made or changed any material election concerning Taxes or Tax Returns, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement with respect to Taxes, settled any Tax claim or assessment or surrendered any right to claim a refund of Taxes or obtained or entered into any Tax ruling; (f) neither the Company nor any Subsidiary has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eg) except as set forth on Schedule 5.9(g), neither the Company nor any Subsidiary has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any stockholder of the Company or any acquisition director, officer, partner, stockholder or Affiliate of the securities Company or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSubsidiary; (fh) neither the Company nor any Subsidiary 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 CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gi) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course of BusinessBusiness and which, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole; (hj) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany and its Subsidiaries taken as a whole; (ik) neither the Company nor any Subsidiary has not made or committed to make any capital expenditures or capital additions or betterments in excess of $50,000 individually or $200,000 in the aggregate; (l) except as set forth on Schedule 5.9(l), neither the Company nor any Subsidiary has issued, created, incurred, assumed or guaranteed any Indebtedness; (m) neither the Company nor any Subsidiary has failed to pay any medical claim liability or Indebtedness when due, and all such claim liabilities have been properly recorded in the accounts of the Company and its Subsidiaries, except for any such failure attributable to a claim contested by the Company or any of its Subsidiaries in good faith in the Ordinary Course of BusinessBusiness (provided an appropriate reserve is established therefor); (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (ln) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (mo) neither the Company nor any Subsidiary has not made received notice of, instituted or settled any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial Legal Proceeding; and (np) the none of Company or any of its Subsidiaries has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.9.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.8(a), the general nature of the business of the Company Disclosure and its subsidiaries is described in the business plan of the Company (the "Business Plan"), which previously has been delivered to the Purchasers. The financial projections contained in the Business Plan are based on and reflect facts that the Company believes still exist and assumptions that the Company believes are still reasonable, as of the date of this Agreement. (b) Except as set forth on Schedule 4.8, 4.8(b) and since the Balance Sheet Date, date of the Unaudited Year End Financial Statements: (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with Material Adverse Change nor has any other events, changes, occurrences or circumstances, has had or event occurred which could reasonably be expected to result in any Material Adverse Change; (ii) there has not been any declaration, setting a record date, setting aside or authorizing the payment of, any dividend or other distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iii) there has not been any transfer, issue, sale or other disposition by the Company of any shares of capital stock or other securities of the Company or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities; (iv) except as accrued on the Unaudited Quarterly Financial Statements, the Company and its subsidiaries have not awarded or paid any bonuses to Employees or Representatives of the Company and its subsidiaries nor has the Company and its subsidiaries entered into any employment, deferred compensation, severance or similar agreements (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by the Company and its subsidiaries to any of their Employees or Representatives or agreed to increase the coverage or benefits available under any severance pay, deferred compensation, bonus or other incentive compensation, pension or other employee benefit plan, payment or arrangement made to, for or with such Employees or Representatives, other than in the ordinary course of business consistent with past practice and with the operating expense budget of the Company and its subsidiaries reflected in the projections contained in the Business Plan, and other than as may have been required by law or insurers; (v) the Company and its subsidiaries have not made any loans, advances (other than compensation advances to employees that in the aggregate do not exceed $30,000) or capital contributions to, or investments in, any Person or paid any fees or expenses to any Affiliate of the Company and its subsidiaries (other than payments between the Company and a subsidiary); (vi) the Company and its subsidiaries have not transferred or granted any rights under any Contracts, leases, licenses, agreements or intangible property (as set forth in Section 4.12 hereof) used by the Company or its subsidiaries in their business which could result in a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (avii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property or assets of the Company and its subsidiaries having a replacement cost of more than $10,000 100,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (b) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (dviii) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has its subsidiaries have 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 CompanyCompany or its subsidiaries, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has and its subsidiaries have not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, which would not be material to the Companyhave a Material Adverse Effect; (ix) the Company has and its subsidiaries have not issued, created, incurred, assumed entered into any contract or guaranteed made any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed binding commitment to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by any such case obligating the Company for next fiscal year consistent with prior practice or (b) which require its subsidiaries to pay an amount in any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue twelve-month period in excess of $10,000 25,000 individually or in amounts exceeding $50,000 100,000 in the aggregate; (lxi) there has not been any default under any material agreement or the occurrence of any event, which with notice or lapse of time or both would result in a default under any such agreement; (xii) the Company has and its subsidiaries have not granted incurred any license debts, obligations or sublicense liabilities, whether due or to become due, except current liabilities incurred in the usual and ordinary course of any rights under or with respect to any Intellectual Property or Technology of the Companybusiness which did not result in a Material Adverse Change; (mxiii) the Company has and its subsidiaries have not entered into any material transaction other than in the usual and ordinary course of business except for this Agreement; (xiv) the Company and its subsidiaries have not encountered any labor difficulties or labor union organizing activities which could reasonably be expected to result in a Material Adverse Effect; (xv) the Company and its subsidiaries have not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees change in the Ordinary Course of Business; andaccounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted; (nxvi) the Company has and its subsidiaries have not agreeddisclosed to any Person any material trade secrets except for disclosures made to Persons subject to valid and enforceable confidentiality agreements; or (xvii) to the Company's knowledge, committedsuffered or experienced any change in the relationship or course of dealings between the Company or its subsidiaries and any of their suppliers or customers which supply goods or services to the Company and its subsidiaries or purchase goods or services from the Company and its subsidiaries, arranged which resulted or entered into any understanding is likely to do anything set forth result in this Section 4.8a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.10, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of either DES or FMS having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 150,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) other than in the Ordinary Course of Business, the Company there has not awarded been any declaration, setting aside or paid payment of any bonuses dividend or other distribution in respect of any Membership Interests of either DES or FMS or any repurchase, redemption or other acquisition by DES or FMS of any outstanding Membership Interests or other securities of, or other ownership interest in DES or FMS; (iv) neither DES nor FMS increased rates of compensation (including bonuses) payable or to Former Employees become payable to their employees, members, agents or Employees of the Companyconsultants with respect to their respective businesses, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officerseither DES or FMS' 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 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, officersmembers, employees, agents or representatives, except as to all of the above, other than normal increases in the ordinary course of business consistent with past practice; (cv) there has not been any change by the Company either DES or FMS in accounting or Tax reporting principles, methods or policies; (dvi) neither DES nor FMS has entered into any transaction or Contract or conducted its business other than in the Company has not ordinary course consistent with past practice; (vii) neither DES nor FMS have failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company neither DES nor FMS has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to the DES or FMS or any acquisition respective Affiliate of the securities DES or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessFMS; (fix) the Company neither DES nor FMS 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 Companytheir respective assets, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company neither DES nor FMS has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to either DES or FMS; (hxi) the Company neither DES nor FMS has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the Companyeither DES or FMS; (ixii) the Company neither DES nor FMS has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $50,000 individually or $150,000 in the current fiscal year aggregate except in the ordinary course of business, and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Datepast practices; (kxiii) the Company neither DES nor FMS has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregateProceeding; (lxiv) the Company neither DES or FMS has not granted agreed to take any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything actions set forth in this Section 4.84.10; (xv) there has not been any loan or advance by either DES or FMS to any person, except a normal travel advance or other reasonable expense advance to a member or employee of DES or FMS on normal trade terms extended to customers; (xvi) there has not been any sale or transfer of any properties or assets, other than in the ordinary course of business and consistent with past practice or any cancellation of any debts or claims of either DES or FMS; (xvii) there has not been any amendment, modification or termination of any material contract or agreement to which either DES or FMS is a party or pursuant to which their properties or assets may be bound; and (xviii) there has not been any sale or granting to any party or parties of any license, franchise, option or other right of any nature whatsoever with respect to DES or FMS' respective businesses or termination of any such rights.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8SCHEDULE 4.10, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (ab) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 for any single loss or $50,000 25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bc) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by any Seller or the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (d) the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany with respect to the fiscal year ended December 31, 2000, except to the extent accrued on the Balance Sheet, Financial Statements or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company); (ce) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (df) the Company has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (g) the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eh) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fi) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gj) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company; (hk) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jl) the Company has not made or committed is not a party to a Contract to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $10,000 individually or $25,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (km) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of BusinessProceeding; and (n) the Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.8SECTION 4.10.

Absence of Certain Developments. Except as expressly contemplated required by this Agreement or as set forth on Company Disclosure Schedule 4.85.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change in the aggregate, with Business of the Vendor nor has there occurred any other events, changes, occurrences or circumstances, has had or could event which is reasonably be expected likely to have result in a Material Adverse Effect Change in the Business; (b) the Vendor has not made any material change with respect to the Company. Without limiting the generality any method of management, operation or accounting in respect of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Business; (ac) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 C$20,000 for any single loss or $C$50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bd) other than in the Ordinary Course of Business, the Company Vendor has not (i) awarded or paid any bonuses to Former Listed Employees or Employees of the Company, except as defined in Section 7.10 (a) hereof with respect to the extent accrued on most recent fiscal year ended prior to the Balance SheetSheet Date, or (ii) entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonusinto, or similar agreement (nor amended any such agreement) increased or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under under, any written or oral employment agreement or arrangement, deferred compensation agreement, severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directorsthe Vendor’s Listed Employees, officers, employees, agents other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in an increase of more than 3% per annum in the benefits or representativescompensation expense of the Vendor taken as a whole; (ce) there has not been any change by the Company Vendor in accounting or Tax reporting principles, methods or policiespolicies relating to the Business; (df) the Company Vendor has not entered into any transaction or Contract relating to the Business or conducted the Business other than in the ordinary course consistent with past practice; (g) the Vendor has not failed to promptly pay and discharge current Liabilities liabilities relating to the Business except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eh) the Company Vendor has not made any loans, advances or capital investment in, any loan contributions to, or investments in, or paid any acquisition fees or expenses to any Listed Employees of the securities or assets of, any other Person, other than advances Vendor in addition to Employees their usual remuneration and in the Ordinary Course of Businessamounts exceeding $10,000.00; (fi) the Company Vendor has not mortgaged, pledged or subjected to any Lien any of its assetsAssets except for Permitted Encumbrances, or acquired any assets Assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of related to the CompanyBusiness, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gj) the Company Vendor has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent) relating to the Business, except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (hk) the Company Vendor has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyBusiness taken as a whole; (il) the Company Vendor has not issued, created, incurred, assumed made any capital expenditure or guaranteed any Indebtedness, capital additions or betterments except in the Ordinary Course ordinary course of Business; (j) the Company has not made business consistent with past practice, or committed to make but not made or completed any capital expenditures (a) expenditure or capital additions or betterments in excess of planned capital expenditures budgeted for C$25,000 individually or C$100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (km) the Company Vendor has not instituted or settled any material Legal Proceeding resulting which in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in any way is material to the aggregateBusiness; (ln) no Legal Proceedings have been instituted or threatened and no claim or demand has been made against the Company has not granted any license Vendor, S▇▇▇▇▇ or sublicense of any rights under 121 seeking to restrain or prohibit or to obtain substantial damages with respect to any Intellectual Property or Technology the consummation of the Companytransactions contemplated herein and no Order by a Governmental Body has been instituted or threatened to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated herein; (mo) the Company Vendor has not made sold, transferred, assigned or hypothecated any loan to, bad debt or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessaccounts receivable; and (np) the Company Vendor has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.85.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Schedule 5.13 of the Disclosure Schedule 4.8Schedule, since the Balance Sheet DateJanuary 1, 2005 (ai) the Company has and the Subsidiaries have conducted the Business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8January 1, 2005: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any of the Subsidiaries having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 250,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any of Businessthe Subsidiaries or any repurchase, redemption or other acquisition by the Company or any of the Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any of the Subsidiaries; (iii) neither the Company nor any of the Subsidiaries has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any of the Subsidiaries with respect to the fiscal year ended December 31, 2005, except (a) to the extent accrued on the Balance Sheet, or (b) less than $200,000 in the aggregate, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or increased or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's or the Subsidiaries' respective directors, officers, senior employees, agents or representatives or increased 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, senior employees, agents or representativesrepresentatives (with a "senior employee" meaning an employee in respect of remuneration in excess of £50,000 for UK-based employees and $50,000 for US-based employees); (civ) there has not been any change by the Company or any of the Subsidiaries in accounting or Tax reporting principles, methods or policies other than a change required to comply with Law or generally accepted accounting principles, methods or policies; (dv) neither the Company nor any of the Subsidiaries has not made or rescinded any election relating to Taxes or settled or compromised any Legal Proceeding relating to Taxes other than as part of the Ordinary Course of Business; (vi) neither the Company nor any of the Subsidiaries has failed to promptly pay and discharge current Liabilities liabilities when due except for Liabilities not material where disputed in amountgood faith by appropriate proceedings (which disputes are set forth in Schedule 5.13(vi) of the Disclosure Schedule); (evii) neither the Company nor any of the Subsidiaries has not made any loans, advances or capital investment contributions to, or investments in, any loan to, or any acquisition of the securities or assets of, any other Person, Person other than advances for reasonable business expenses to Employees employees made in the Ordinary Course of Business; (fviii) neither the Company nor any of the Subsidiaries has not (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any fixed assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any fixed assets of the CompanyCompany or any of the Subsidiaries, except in the case of clause (B) for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gix) neither the Company nor any of the Subsidiaries has not discharged or satisfied any Lien, or paid any obligation or Liability, except in the Ordinary Course of Business; (hx) neither the Company nor any of the Subsidiaries has not canceled cancelled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, which would not be material to the CompanyGroup taken as a whole; (ixi) neither the Company nor any of the Subsidiaries has not made or committed to make any capital expenditures or capital additions or betterments in excess of $50,000 individually or $250,000 in the aggregate; (xii) neither the Company nor any of the Subsidiaries has issued, created, incurred, assumed or guaranteed any Indebtedness, except Indebtedness in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) an amount in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (lxiii) neither the Company nor any of the Subsidiaries has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; (xiv) neither the Company nor any of the Subsidiaries has instituted or settled any material Legal Proceeding; and (nxv) neither the Company nor any of the Subsidiaries has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.13.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.83.9, since during the period of time between the Balance Sheet DateDate and the date hereof, (a) the Company has Company, its Subsidiaries and, to the Knowledge of the Company, the Underlying Projects have conducted the Business 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 other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Companythereof. Without limiting the generality of the foregoing, since except as set forth on Schedule 3.9, during the period of time between the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8and the date hereof: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects having a replacement cost of more than $10,000 500,000 for any single loss or $50,000 1,000,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any of Businessits Subsidiaries or any repurchase, redemption or other acquisition by the Company, any of its Subsidiaries or any of the Project Companies of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company, any of its Subsidiaries or any of the Project Companies; (iii) neither the Company nor any of its Subsidiaries has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Company or any of its Subsidiaries except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any of its Subsidiaries’ 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; (civ) except as required by law or under GAAP, there has not been any change by the Company or any of its Subsidiaries in material accounting or Tax reporting principles, methods or policies and, the Company has not been notified or otherwise been informed in writing of any change by any of the Underlying Projects in material accounting or Tax reporting principles, methods or policies; (dv) neither the Company nor any of its Subsidiaries has not made or rescinded any material election relating to Taxes or settled or compromised any material claim relating to Taxes and, to the Knowledge of the Company, none of the Underlying Projects has made or rescinded any material election relating to Taxes or settled or compromised any material claim relating to Taxes; (vi) none of the Company, any of its Subsidiaries and, to the Knowledge of the Company, any of the Underlying Projects has entered into, terminated, modified, amended or waived any rights under any Material Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Company, any such Subsidiary or any such Underlying Project to compete with any business; (vii) neither the Company nor any of its Subsidiaries has failed to promptly pay and discharge current Liabilities except for where disputed in good faith by appropriate proceedings and, to the Knowledge of the Company, none of the Underlying Projects has failed to promptly pay and discharge current Liabilities not material except where disputed in amountgood faith by appropriate proceedings; (eviii) neither the Company nor any Subsidiary has not made any loans, advances or capital investment contributions to, or investments in, any loan to, CEC Related Person or paid any fees or expenses to any CEC Related Person or any acquisition director, officer, partner, stockholder or Affiliate of the securities or assets of, any other Person, CEC Related Person other than advances to Employees reimbursable business expenses and similar items incurred in the Ordinary Course of Business; (fix) neither the Company nor any of its Subsidiaries has not (A) other than in the Ordinary Course of Business, mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany or any of its Subsidiaries, except except, in the case of clause (B), for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business, as applicable, of the Company or any of its Subsidiaries, in each case greater than $250,000; (gx) other than in the Ordinary Course of Business, to the Knowledge of the Company, none of the Underlying Projects has (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of such Underlying Project, except, in the case of clause (B), for assets acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business, as applicable, of such Underlying Project, in each case greater than $250,000; (xi) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liability and, to the Knowledge of the Company, none of the Underlying Projects has discharged or satisfied any Lien, or paid any Liability, except other than the payment, discharge or satisfaction in the Ordinary Course of Business, individually or in the aggregate greater than $500,000; (hxii) other than in the Ordinary Course of Business, neither the Company has not nor any of its Subsidiaries has, and, to the Knowledge of the Company, none of the Underlying Projects has, canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyMaterial Contract; (ixiii) except as set forth in the 2005 Budget or the Business Plan, each in the form as set forth in Schedule 3.9(a)(xiii) (the “Budget and Business Plan”), neither the Company nor any of its Subsidiaries has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) or capital additions or betterments and, to the Knowledge of the Company, none of the Underlying Projects has made or committed to make any capital expenditures or capital additions or betterments in excess of planned capital expenditures budgeted for $250,000 individually or $500,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiv) except as set forth in the Budget and Business Plan, neither the Company nor any of its Subsidiaries has not issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness and, to the Knowledge of the Company, other than in the Ordinary Course of Business, none of the Underlying Projects has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any indebtedness in excess of $250,000 individually or $500,000 in the aggregate; (xv) neither the Company nor any Subsidiary has instituted or settled any material Legal Proceeding and, to the Knowledge of the Company, none of the Underlying Projects has instituted or settled any Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 250,000 individually or in amounts exceeding $50,000 500,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (nxvi) none of the Company or any of its Subsidiaries, and, to the Knowledge of the Company, none of the Underlying Projects has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.83.9. (b) Without limitation of the representations and warranties under Section 3.9(a), to the Knowledge of the Company, (i) no event, change, occurrence or circumstance has occurred or exists that would cause the failure of any conditions precedent to the Equity Capital Contribution Date (as defined in the Sweetwater 3 ECCA Agreement) to be fulfilled in accordance with the terms of the Sweetwater 3 ECCA Agreement in all material respects (and without exercise of any rights to waive such conditions by any of the parties thereto), (ii) no material event, change, occurrence or circumstance has occurred or exists and, there is no current reasonable basis to believe such an event, change, occurrence or circumstance or is likely to occur or exist, that could reasonably be expected to cause the equity funding (on the Equity Capital Contribution Date) of Sweetwater Wind 3 LLC not to occur by December 31, 2005 in accordance with the terms of the Sweetwater 3 ECCA Agreement in all material respects, and (iii) the development services fee to which the Company shall be entitled in connection with the development of the wind generation project of Sweetwater Wind 3 LLC is reasonably expected to be an amount of not less that $4,000,000. (c) No event, change, occurrence or circumstance has occurred or exists and, to the Knowledge of the Company, there is no current reasonable basis to believe such an event, change, occurrence or circumstance or is likely to occur or exist, that could reasonably be expected to cause, a payment default or other Event of Default (as defined in the Third Amended and Restated Senior Secured Promissory Note, dated April 28, 2005 (the “Development Note”)) under (A) the Development Note by and among Catamount Sweetwater Corporation, a Vermont corporation, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ Holdings Inc., a Delaware corporation as the Lenders and DKR Wind Energy, LLC, a Texas limited liability company as the Borrower or (B) the Third Amended and Restated Option Agreement entered into as of July 2, 2004 (the “Sweetwater Land Option Agreement”) between DKR Wind Energy, LLC and GE Wind Energy, LLC.

Absence of Certain Developments. Except Since the Audited Balance Sheet Date, except as expressly contemplated by this Agreement or as set forth on Company disclosed in Section 3.10 of the Seller Disclosure Schedule 4.8Letter, since the Balance Sheet Date, (a) the Company has Seller Subsidiaries have conducted the Business only in the Ordinary Course of Business and (b) there has not been any eventconsistent with past practices. Since the Audited Balance Sheet Date, changeexcept as set forth in Section 3.10 of the Seller Disclosure Letter, occurrence no event or circumstance that, events have occurred which individually or in the aggregate, with any other events, changes, occurrences or circumstances, has aggregate have had or could would be reasonably be expected to have a Seller Material Adverse Effect. For purposes of the immediately preceding sentence, payments made in the Ordinary Course of Business which would be deemed a Seller Material Adverse Effect solely by reason of the fact that such amounts exceeded the applicable $100,000 and $250,000 thresholds for Seller Material Adverse Effect shall not be deemed to have a Seller Material Adverse Effect. Notwithstanding the foregoing, except as set forth in Section 3.10 of the Seller Disclosure Letter or as expressly contemplated by this Agreement, since the Audited Balance Sheet Date, neither the Seller nor any Seller Subsidiary has, with respect to the Company. Without limiting the generality any of the foregoing, since Seller Subsidiaries or the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Business: (a) there has not been increased in any damagemanner the compensation or fringe benefits of, destruction or losspaid any bonus to, whether or not covered by insuranceany Managerial Employee, with respect to the Purchased Assets having a replacement cost of more other than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) granted any severance or termination pay to, or entered into any severance agreement with, any Managerial Employee, or entered into any employment agreement with any such Managerial Employee; (c) established, adopted, entered into or amended any Benefit Plan or other arrangement of the Seller Subsidiaries, except as may be required to comply with applicable Law; (d) granted to any Managerial Employee any awards under any bonus, incentive, performance or other compensation plan or arrangement or Benefit Plan or other arrangement (including the grant of stock options, stock appreciation rights, stock-based or stock-related awards, performance units or restricted stock, or the removal of existing restrictions in any Benefit Plan or other arrangement or agreement or awards made thereunder); (e) promoted or fired any Managerial Employee; (f) declared, set aside or paid any dividend on, or made any other distribution in respect of, outstanding shares of the Subsidiary Stock; (g) sold, leased, exchanged, mortgaged, pledged, transferred or otherwise disposed of any of the Assets, other than the sale of Inventories and other personal property in the Ordinary Course of Business consistent with past practice; (h) made or agreed to make any new capital expenditures related to the Business to the extent that such new capital expenditures exceed $100,000 in the aggregate; (i) amended, terminated (other than in accordance with its terms) or modified in any material respect or consented to the termination of any Seller Contract, Real Property Lease or Lease/Sublease Agreement, or the rights thereunder; (j) permitted or allowed any Assets to be subjected to any Liens other than Permitted Liens; (k) discharged or otherwise obtained the release of any Lien; (l) paid or otherwise discharged any (i) liability incurred in the Ordinary Course of Business, except in the Ordinary Course of Business consistent with past practice, or (ii) any other liability; (m) settled any claims outside the Ordinary Course of Business or settled any suits, judgments or other legal actions, without the prior written consent of the Buyer; (n) made any loan to, guaranteed any indebtedness of, or otherwise incurred any indebtedness on behalf of any other Person, other than Intercompany Debt included in the calculation of Funded Debt; (o) other than in the Ordinary Course of Business, failed to pay any creditor (including, without limitation, trade creditors) any amount owed to such creditor upon the Company has not awarded later of when such amount became due or paid any bonuses to Former Employees or Employees within the applicable grace period; (p) except as set forth in Section 3.13 of the CompanySeller Disclosure Letter, except to issued any purchase orders for Inventory outside the extent accrued on the Balance Sheet, Ordinary Course of Business consistent with past practices or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in Seller Contract outside the Ordinary Course of Business; (fq) the Company has not mortgagedentered into any Contract or transaction with any Employee or any director, pledged officer 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 shareholder of the CompanySeller or any Seller Subsidiary (or with any relative, except beneficiary, spouse or Affiliate of such Person, PROVIDED that, for assets acquired purposes of this Section 3.10(q), a shareholder of the Seller who owns less than 5% of the capital stock of the Seller and who is not otherwise an Affiliate shall not be deemed an Affiliate), including, without limitation, any retention or soldnon-competition agreement or arrangement or any agreement or arrangement which may involve payments or other obligations upon a Change in Control, assigned, transferred, conveyed, subjected with respect to which the Buyer or any Lien Seller Subsidiary may at any time be obligated to make payment in whole or otherwise disposed of in the Ordinary Course of Businesspart; (gr) except as reflected in the Audited Balance Sheet, written down or written up (or failed to write down or write up in accordance with GAAP consistent with past practices) the Company has not discharged or satisfied value of any Lien, or paid any Liability, except in the Ordinary Course of Business; Inventories (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except other than in the Ordinary Course of Business consistent with past practices and which, in accordance with GAAP) or the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed stated amounts of any Receivables or guaranteed revalued any IndebtednessAssets, except against reserves for doubtful accounts recorded in the Ordinary Course of BusinessBusiness consistent with past practices; (js) the Company has not made amended, terminated, canceled or committed to make compromised any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice claims or (b) which require waived any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue other rights individually in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate25,000; (lt) made any change in its method of accounting or accounting practice or policy; (u) failed to maintain the Company Assets in all material respects in accordance with past business practice and in good operating condition and repair; (v) other than indebtedness included in the calculation of Funded Debt, incurred any indebtedness for borrowed money; (w) amended or restated its certificate of incorporation or bylaws; (x) disclosed any secret or confidential Patents, Copyrights, Marks, Licensed IP Agreements, Seller IP Agreements or Know-How (except by way of issuance of a patent) or permitted to lapse or become abandoned any material Patents, Copyrights, Marks, Licensed IP Agreements, Seller IP Agreements or Know-How (or any registration or grant thereof or any application relating thereto) to which, or under which, any Seller Subsidiary has not granted any license right, title, interest or sublicense of license; (y) made any rights under election or settled or compromised any material liability with respect to Taxes; (z) suffered any material casualty, loss or damage with respect to any Intellectual Property of its Assets, whether or Technology of the Companynot such loss or damage was covered by insurance; (maa) merged with, entered into a consolidation with or acquired any equity interest in, any Person or otherwise acquired a substantial portion of the Company has not made capital stock, assets or business of any loan toPerson or any division or line of business thereof, or entered into otherwise acquired any assets; (bb) issued or sold or purchased, redeemed or otherwise acquired any capital stock, notes, bonds or other securities, or any option, warrant or other right to acquire the same, of any other transaction withinterest in the Seller Subsidiaries; (cc) agreed, whether in writing or otherwise, to take any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth actions specified in this Section 4.83.10 or granted any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in this Section 3.10, except as expressly contemplated by this Agreement.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in the Company Disclosure Schedule 4.8Schedules, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or material adverse change in the aggregatebusiness, with any other events, changes, occurrences assets or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality financial condition of the foregoingCompany and any Subsidiaries taken as a whole nor has there occurred any event which is reasonably likely to result in a material adverse change in the business, since assets or financial condition of the Balance Sheet Date or Company and any Subsidiaries taken as set forth on Company Disclosure Schedule 4.8:a whole; (ab) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Subsidiary having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bc) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by any Seller or the Company or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (d) neither the Company nor any Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Subsidiary with respect to the fiscal year ended December 31, 2004 or with respect to the fiscal year ending December 31, 2005, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's or any Subsidiary'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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company and its Subsidiaries taken as a whole); (ce) there has not been any change by the Company or any Subsidiary in accounting or Tax tax reporting principles, methods or policies; (df) neither the Company nor any Subsidiary has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (g) neither the Company nor any Subsidiary has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eh) neither the Company nor any Subsidiary has not made any loans, advances or capital investment contributions to, or investments in, any loan to, person or entity or paid any fees or expenses to any Seller or any acquisition affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fi) neither the Company nor any Subsidiary 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 CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gj) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole; (hk) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyCompany and its Subsidiaries taken as a whole; (il) neither the Company nor any Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 20,000 individually or in amounts exceeding $50,000 40,000 in the aggregate; (lm) neither the Company nor any Subsidiary has not granted instituted or settled any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial legal proceeding; and (n) neither the Company nor any Subsidiary has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since Since the CPI Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (ab) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of CPI having a replacement cost of more than $10,000 for any single loss or $50,000 10,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bc) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of CPI or any repurchase, redemption or other acquisition by the Ordinary Course CPI of Businessany outstanding shares of capital stock or other securities of, the Company or other ownership interest in, CPI; (d) CPI has not awarded or paid any bonuses to Former Employees or Employees employees of CPI with respect to the Companynine months ended December 31, 2001, except to the extent reflected or accrued on the CPI Unaudited Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s CPI'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 CPI 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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of CPI); (ce) there has not been any change by the Company CPI in accounting or Tax tax reporting principles, methods or policies; (df) the Company CPI has not entered into any transaction or Contract or conducted any business other than seeking a potential merger or acquisition candidate except for entering into this Agreement and as set forth in Schedule 5.3 (b); (g) CPI has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eh) the Company CPI has not made any loans, advances or capital investment contributions to, or investments in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (fi) the Company CPI 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 CompanyCPI, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gj) the Company CPI has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to CPI; (hk) the Company CPI has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Companyright; (il) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company CPI has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Datebetterments; (km) the Company CPI has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of BusinessProceeding; and (n) the Company CPI has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.85.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the unaudited consolidated balance sheet of the Company Disclosure and the Subsidiaries as at December 31, 2006 or on Schedule 4.85.9, since the Balance Sheet Date, Date (ai) the Company has and the Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoingforegoing (but subject to the overall qualifications in clauses (i) and (ii) above), since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any material damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost property and assets of more than $10,000 for the Company or any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of BusinessSubsidiary; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (iii) with respect to its directors, officers, employees and consultants, neither the Company nor any of the Subsidiaries has not (A) awarded or paid agreed to pay any bonuses to Former Employees or Employees of the Company, except with respect to the extent accrued on the Balance Sheetfiscal year ended December 31, 2006 (B) amended or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leaveconsulting, deferred compensation, bonus or other incentive compensation, change in control, retention, severance, termination or similar agreement, (C) increased the compensation or remuneration payable or to become payable, (D) increased the coverage or benefits under any deferred compensation, bonus or other incentive compensation, change in control, retention, severance, termination vacation, company awards, salary continuation, insurance, pension retirement or other employee benefit plan, payment or arrangement made toarrangement, for or with such directors(E) forgiven any loan indebtedness or, officersexcept as required by any Company Plan, employees, agents or representativesgranted any loan; (civ) there has not been any change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (dv) neither the Company nor any Subsidiary has not failed made or rescinded any election relating to promptly pay and discharge current Liabilities except for Liabilities not material in amountTaxes or settled or compromised any claim relating to Taxes; (evi) neither the Company nor any Subsidiary has not made entered into any capital investment in, any loan to, material transaction or any acquisition of the securities or assets of, any other Person, Contract other than advances to Employees in the Ordinary Course of Business; (fvii) neither the Company nor any Subsidiary has not failed to pay and discharge material current liabilities except where disputed in good faith by appropriate proceedings; (viii) neither the Company nor any Subsidiary has made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Signing Stockholder or any director, officer, partner, stockholder or Affiliate of any Signing Stockholder; (ix) neither the Company nor any Subsidiary has (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (gx) neither the Company nor any Subsidiary has not discharged or satisfied any material Lien, or paid any material Liability, except in the Ordinary Course of Business; (hxi) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany and the Subsidiaries taken as a whole; (ixii) neither the Company nor any Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 50,000 individually or in amounts exceeding $50,000 1 million in the aggregate; (lxiii) neither Company 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 Indebtedness in an amount in excess of $200,000 in the aggregate; (xiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) owned by the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, Subsidiaries except for any advances made to Employees in the Ordinary Course of Business; (xv) neither the Company nor any Subsidiary has instituted or settled any Legal Proceeding except in the Ordinary Course of Business; (xvi) Neither the Company nor any of its Subsidiaries has made any payments, or has obligated itself to make any payments, to any Signing Stockholder or their Affiliates or family members and neither the Company nor any of its Subsidiaries has made any payments, or has obligated itself to make any payments, to the Agency; and (nxvii) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, (a) the Company has conducted the Business 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 other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.84.9: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Company Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directorsmanagers, 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 directorsmanagers, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directorsmanagers, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly disclosed in the LOCATEPLUS Financial Statements or as otherwise contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet DateDecember 31, (a) the Company 2005, LOCATEPLUS has conducted the Business only its business in all material respects in the Ordinary Course ordinary course consistent with past practice and, except as permitted or contemplated by the terms of Business and (b) this Agreement, there has not been occurred (i) any eventevent that, changeto LOCATEPLUS's knowledge, occurrence would have a Material Adverse Effect on LOCATEPLUS, (ii) any event that, to LOCATEPLUS's knowledge, would reasonably be expected to prevent or circumstance thatmaterially delay the performance of LOCATEPLUS's obligations pursuant to this Agreement, (iii) any material change by LOCATEPLUS in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of capital stock of LOCATEPLUS or any redemption, purchase or other acquisition of any of LOCATEPLUS's securities, (v) any material increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of LOCATEPLUS, or any other material increase in the compensation payable or to become payable to any employees, officers, consultants or directors of LOCATEPLUS, (vi) other than issuances of options pursuant to duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by LOCATEPLUS, (vii) any amendment to the certificate of incorporation or bylaws of LOCATEPLUS, (viii) other than in the ordinary course of business consistent with past practice, (ix) any capital expenditures by LOCATEPLUS, (x) purchase, sale, assignment or transfer of any material assets by LOCATEPLUS, (xi) mortgage, pledge or existence of any Lien on any material assets or properties, tangible or intangible, of LOCATEPLUS, except for Liens for taxes not yet due and such other Liens which do not, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect on LOCATEPLUS, or (xii) cancellation, compromise, release or waiver by LOCATEPLUS of any rights of material value or any material debts or claims, (xiii) any incurrence by LOCATEPLUS of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with respect to the Company. Without limiting the generality of the foregoingpast practice, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8: (axiv) there has not been any damage, destruction or similar loss, whether or not covered by insurance, with respect to materially affecting the Purchased Assets having a replacement cost business or properties of more than $10,000 for LOCATEPLUS, (xv) entry into any single loss agreement, contract, lease or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) license other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, (xvi) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which LOCATEPLUS is a party or by which it is bound, (xvii) entry by LOCATEPLUS into any loan or other transaction with any officers, directors or employees of LOCATEPLUS, (xviii) any charitable or other capital contribution by LOCATEPLUS or pledge therefore, (xviv) entry by LOCATEPLUS into any transaction of a material nature other than in the Company has not awarded or paid any bonuses to Former Employees or Employees ordinary course of the Company, except to the extent accrued on the Balance Sheetbusiness consistent with past practice, or entered into (xx) any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, negotiation or similar agreement (nor amended any such agreement) or agreed by LOCATEPLUS to increase the compensation payable or to become payable by it to do any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees things described in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; preceding clauses (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; through (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8xviv).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since (a) Since the Balance Sheet Date, Date (ai) the Company has conducted the Business its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with Effect, other than any cash dividend or other cash distribution in respect to of the capital stock of the Company. . (b) Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 200,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employeesEmployees, 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, employeesEmployees, agents or representatives; (ciii) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (div) the Company has not made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (v) the Company has not entered into any transaction or Contract or conducted its business other than in the Ordinary Course of Business; (vi) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amountliabilities; (evii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to Seller or any acquisition director, officer, partner, stockholder or Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fviii) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (hix) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (ix) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (lxi) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (mxii) the Company has not made instituted or settled any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of BusinessProceeding; and (nxiii) neither Seller nor the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.10. (c) Since May 1, 2012, except as disclosed on Schedule 5.10, the Company has not made or committed to make any capital expenditures or capital additions or betterments.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of Jaguar having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of Jaguar or any repurchase, redemption or other acquisition by the Ordinary Course Jaguar of Businessany outstanding shares of capital stock or other securities of, the Company or other ownership interest in, Jaguar; (iv) Jaguar has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyJaguar with respect to the fiscal year ended December 31, 2000, except to the extent reflected or accrued on the Jaguar Unaudited Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Jaguar'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 Jaguar 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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of Jaguar); (cv) there has not been any change by the Company Jaguar in accounting or Tax tax reporting principles, methods or policies; (dvi) Jaguar has not entered into any transaction or Contract or conducted its business other than in the Company ordinary course consistent with past practice; (vii) except as set forth on Schedule 5.10(vii), the Jaguar has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company Jaguar has not made any loans, advances or capital investment contributions to, or investments in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (fix) the Company Jaguar 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 CompanyJaguar, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company Jaguar has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Jaguar; (hxi) the Company Jaguar has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyJaguar; (ixii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Jaguar has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $10,000 individually or $50,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company Jaguar has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of BusinessProceeding; and (nxiv) the Company Jaguar has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.85.10.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on in Schedule 4.8(a), the general nature of the business of the Company Disclosure (the "Business") is described in the Information Memorandum dated April 1998 (the "Information Memorandum") which previously has been delivered to the Purchasers. (b) Except as set forth in Schedule 4.8, 4.8(b) and since the Balance Sheet Date, date of the Unaudited Financial Statements: (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with Material Adverse Change nor has any other events, changes, occurrences or circumstances, has had or event occurred which could reasonably be expected to have a result in any Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; or (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting a record date, setting aside or authorizing the payment of, any dividend or other than distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iv) except for proposed grants of options to purchase 485,000 shares under the Company's stock option plan, there has not been any transfer, issue, sale or other disposition by the Company of any shares of capital stock or other securities of the Company or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities; (v) except with respect to the hiring of new Employees in the Ordinary Course ordinary course of Businessbusiness whose annual compensation in the aggregate is not greater than $250,000 (exclusive of benefits), the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to Company nor has the extent accrued on the Balance Sheet, or Company entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement agreements (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's directors, officers, employeesEmployees, agents or representatives 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, employeesEmployees, agents or representativesRepresentatives, other than in the ordinary course of business consistent with past practice which increases in the aggregate do not exceed $50,000 in annual cost to the Company, and other than as may have been required by law or insurers; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (evi) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any acquisition fees or expenses to any Affiliate of the securities or assets of, any other PersonCompany, other than advances to Employees for reimbursement of expenses in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; (fvii) the Company 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 Companyassets, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gviii) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company; (hix) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the Company; (ix) the Company has not issuedtransferred or granted any rights under any contracts, createdleases, incurredlicenses, assumed agreements or guaranteed any Indebtedness, except Intangible Property (as defined in the Ordinary Course of Business; (jSection 4.12 hereof) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary used by the Company for next fiscal year consistent with prior practice or (b) in its business which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may reasonably could be expected to result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate;Material Adverse Change; and (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (mxi) the Company has not made any loan to, binding commitment to make any capital expenditures or entered into any other transaction with, any capital additions or betterments in excess of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees $50,000 in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8aggregate.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Company Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 100,000 for any single loss or $50,000 500,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Company; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Company except to the extent accrued on the Company Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s '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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company); (cv) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (dvi) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to the Purchaser or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessPurchaser; (fviii) the Company has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company; (hx) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxi) the Company has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $100,000 individually or $500,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate;legal proceeding; and (lxiii) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.83.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet DateDecember 31, 2004 (ai) the Company has and the Company Subsidiaries have conducted the Business their business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8December 31, 2004: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Company Subsidiary having a replacement cost of more than $10,000 100,000 for any single loss or $50,000 250,000 for all such losses except shrinkage losses; (ii) there has not been any declaration, setting aside or payment of biodiesel inventory any dividend or other distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Company Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Company Subsidiary; (biii) other than in the Ordinary Course of Business, neither the Company nor any Company Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Company Subsidiary with respect to the fiscal year most recently ended, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's or any Company Subsidiary'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, except in each case, in the Ordinary Course of Business; (civ) there has not been any change by the Company or any Company Subsidiary in accounting or Tax reporting principles, methods or policies; (dv) neither the Company nor any Company Subsidiary has not failed made or rescinded any election relating to promptly pay and discharge current Liabilities except for Liabilities not material in amountTaxes or settled or compromised any claim relating to Taxes; (evi) neither the Company nor any Company Subsidiary has not made entered into any capital investment in, any loan to, material transaction or any acquisition of the securities or assets of, any other Person, Contract other than advances to Employees in the Ordinary Course of Business; (fvii) neither the Company nor any Company Subsidiary has not failed to promptly pay and discharge material current liabilities when due except where disputed in good faith by appropriate proceedings; (viii) neither the Company nor any Company Subsidiary has made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Securityholder or any director, officer, partner, stockholder or Affiliate of any Securityholder (other than as between the Company and the Company Subsidiaries or as between Company Subsidiaries); (ix) except for capitalized leases entered into in the Ordinary Course of Business, neither the Company nor any Company Subsidiary has (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except except, in the case of clause (B), for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gx) neither the Company nor any Company Subsidiary has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (hxi) neither the Company nor any Company Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (ixii) neither the Company nor any Company Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 50,000 individually or in amounts exceeding $50,000 250,000 in the aggregate; (lxiii) neither the Company nor any Company Subsidiary has not issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any material Indebtedness; (xiv) neither the Company nor any Company Subsidiary has granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; (xv) neither the Company nor any Company Subsidiary has instituted any Legal Proceeding or settled any Legal Proceeding which would in the aggregate be material to the Company; and (nxvi) none of the Principal Securityholders or the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company in Section 2.8 of the Disclosure Schedule 4.8(arranged in subsections corresponding to the subsections set forth below), since the Balance Sheet DateSeptember 30, (a) the 2014, no Company has conducted the Business only its business other than in the Ordinary Course ordinary course of Business and business consistent with past practice and: (ba) there has not been any event, change, occurrence Company Material Adverse Change nor has there occurred any event which is reasonably likely to result in a Company Material Adverse Change; (b) no Company has made any declaration or circumstance that, individually payment of any dividends or distributions on or in the aggregaterespect of any capital stock, with limited liability company membership interest or other security of any Company, or redemption, purchase or acquisition of any capital stock, limited liability company membership interest or other security of any Company, or made any other events, changes, occurrences payment to or circumstances, has had on behalf of any Company Equityholder or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:any Affiliate thereof; (ac) there has not been any split, combination or reclassification of any shares of capital stock, limited liability company membership interests or other equity security of any Company; (d) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Companies having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businessaggregate for any related losses; (be) no Company has made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any director, officer, manager, employee, distributor or agent of any Company, other than increases in the Ordinary Course ordinary course of Business, business consistent with past practice in the base wages or salaries of employees of any Company other than officers or managers; (f) no Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into or amended any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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; (cg) except for that certain (i) Collective Bargaining Agreement between LCS Corrections Services, Inc. at the ▇▇▇▇▇▇ County Detention Center and National Federation of Federal Employees ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇, AFL-CIO, effective May 1, 2014 thru August 31, 2018, (ii) Collective Bargaining Agreement between LCS Corrections Services, Inc. at the Coastal Bend Detention Center and National Federation of Federal Employees ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇, AFL-CIO, effective May 1, 2014 thru August 31, 2018, and (iii) Collective Bargaining Agreement between LCS Corrections Services, Inc. at the East ▇▇▇▇▇▇▇ Detention Center and National Federation of Federal Employees ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇, AFL-CIO, effective May 1, 2014 thru August 31, 2018, no Company has entered into any collective bargaining agreement or relationship with any labor organization; (h) there has not been any material change by the any Company in accounting or Tax reporting principles, methods or policies, any settlement of any Tax controversy, any amendment of any Tax Return, or any material Tax election made by or with respect to any Company; (di) except for the transactions contemplated by this Agreement, no Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not entered into or amended any other transaction, Included Contract or other material Contract other than in amountthe ordinary course of business consistent with past practice; (ej) the no Company has not hired employees or engaged independent contractors other than in the ordinary course of business consistent with past practice; (k) no Company has breached any Included Contract or other material Contract; (l) no Company has made any loans, advances or capital investment contributions to, or investments in, any loan to, or any acquisition of the securities or assets of, any other Person, Person other than advances to Employees in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (fm) the no Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, any Company except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gn) the no Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Included Contract or other material Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would are not be material to the any Company; (io) the no Company has not issuedentered into or amended any Contract or transaction with any of its Affiliates or paid any fees, created, incurred, assumed expenses or guaranteed other amounts to any Indebtedness, except in Affiliate of any Company other than pursuant to the Ordinary Course terms of Businessthe Contracts set forth on Section 2.22 of the Disclosure Schedule; (jp) the no Company has not made or committed to make any capital expenditures or capital additions or improvements (ai) in excess of planned capital expenditures budgeted for $75,000 individually or $250,000 in the current fiscal year and as reasonably deemed to be necessary by aggregate, or (ii) outside the Company for next fiscal year ordinary course of business consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Datepast practice; (kq) the no Company has not instituted entered into any prepaid transactions or settled any material Legal Proceeding resulting in otherwise accelerated revenue recognition or which may result in a loss the sales for periods prior to the Closing outside of revenue in excess the ordinary course of $10,000 individually or in amounts exceeding $50,000 in the aggregatebusiness consistent with past practice; (lr) the no Company has not materially 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 deferral of the payment or collection thereof); (s) no Company has amended any of its Governing Documents; (t) no Company has adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law or other agreement with respect to the sale of its assets, securities or Business; (u) no Company has issued any equity or debt securities or any security exercisable or exchangeable for or convertible into equity securities of any Company, or incurred any new Indebtedness or other Liabilities (other than in the ordinary course of business consistent with past practice); (v) no Company has (i) discharged, repaid, amended, modified, made payment on, canceled or compromised any Indebtedness, or discharged or satisfied any Lien, or (ii) engaged in any transaction or provided any consideration relating to the release, modification or diminution of any guarantee, bond, surety or other obligation of any Company Equityholder or any Affiliate thereof; (w) no Company has entered into any compromise or settlement of any Legal Proceeding or investigation by any Governmental Body; (x) no Company has transferred, assigned or granted any license or sublicense of any material rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (my) the no Company has not made failed (i) to file any loan to, material reports or entered into take steps necessary to comply with applicable Laws and (ii) to maintain in good standing any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made Permits applicable to Employees in the Ordinary Course of Businesssuch Company; and (nz) the no Company has not agreed, committed, arranged or entered into any understanding agreements or commitments to do anything set forth or perform in the future any actions referred to in this Section 4.82.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.10, since the Balance Sheet Date, Date (a) the Company has conducted the Business only in the Ordinary Course of Business and in substantially the same manner as previously conducted and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could would reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 5,000 for any single loss or $50,000 25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iii) The Company has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany with respect to the fiscal year ended December 31, 2007 or, except to the extent accrued as set forth on the Balance SheetSchedule 4.10, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s '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, and all Company obligations for deferred compensation, severance or termination pay (or similar agreements), vacation pay, salary continuation for disability, sick leave, bonus or other incentive compensation and other similar arrangements or agreements are disclosed on Schedule 4.10; (civ) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (ev) the Company has not made or rescinded any capital investment inelection relating to Taxes, settled or compromised any loan toclaim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as may be required by applicable law, made any acquisition change to any of its methods of reporting income or deductions for federal income tax purposes from those employed in the securities preparation of its most recently filed federal income tax return; (vi) Except as disclosed on Schedule 4.10, the Company has not entered into any transaction or assets of, any other Person, Contract or conducted its business other than advances to Employees in the Ordinary Course of Business; (fvii) The Company has not failed to timely pay and discharge current liabilities except where disputed in good faith by appropriate proceedings; (viii) Except as disclosed on Schedule 4.10, the Company has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Stockholder or any Affiliate of any Stockholder; (ix) Except as disclosed on Schedule 4.10, the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gx) Except as disclosed on Schedule 4.10, the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course of BusinessBusiness and which, in the aggregate, would not be material to the Company; (hxi) Except as disclosed on Schedule 4.10, the Company has not prepaid, canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (ixii) Except as disclosed on Schedule 4.10, the Company has not made or committed to make any capital expenditures or capital additions or betterments in excess of $10,000 individually or $50,000 in the aggregate; (xiii) Except as disclosed on Schedule 4.10, the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except indebtedness for borrowed money in an amount in excess of $5,000 in the aggregate or any other indebtedness outside of the Ordinary Course of Business; (jxiv) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (mxv) Except as disclosed on Schedule 4.10, the Company has not made instituted or settled any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial Legal Proceeding; and (nxvi) the The Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.10, since the Balance Sheet Date, Date (ai) the Company has and its Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business in all material respects and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Subsidiary having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (iii) neither the Company nor any Subsidiary has not (A) awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Subsidiary with respect to the fiscal year ended December 31, 2006, except to the extent awarded and accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement), (B) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Subsidiary’s directors, officers, employees, agents or representatives representatives, other than routine salary and hourly wage increases in the Ordinary Course of Business, or (C) 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; (civ) there has not been any change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (dv) neither the Company nor any Subsidiary has not made or rescinded any election relating to Taxes, or settled or compromised any claim relating to Taxes; (vi) neither the Company nor any Subsidiary has failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees liabilities in the Ordinary Course of BusinessBusiness except where disputed in good faith by appropriate proceedings; (fvii) neither the Company nor any Subsidiary has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Seller or any director, officer, partner, stockholder or Affiliate of any Seller, other than expense reimbursements made in the Ordinary Course of Business in accordance with Company policy; (viii) neither the Company nor any Subsidiary has 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 CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gix) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course of BusinessBusiness and which, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole; (hx) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany and its Subsidiaries taken as a whole; (ixi) other than the capital expenditures listed on Schedule 3.1, neither the Company nor any Subsidiary has not made or committed to make any capital expenditures or capital additions or betterments in excess of $50,000 individually or $100,000 in the aggregate; (xii) neither the Company nor any Subsidiary has issued, created, incurred, assumed or guaranteed any Indebtedness, except Indebtedness in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue an amount in excess of $10,000 individually or in amounts exceeding $50,000 100,000 in the aggregate; (lxiii) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (mxiv) neither the Company nor any Subsidiary has not made instituted or settled any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial Legal Proceeding; and (nxv) none of the Sellers or the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since the Balance Sheet Date, (a) Since the Company has conducted date of the Business only in the Ordinary Course of Business and Unaudited Financial Statements: (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with Material Adverse Change nor has any other events, changes, occurrences or circumstances, has had or event occurred which could reasonably be expected to have a result in any Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; or (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting a record date, setting aside or authorizing the payment of, any dividend or other than distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iv) there has not been any transfer, issue, sale or other disposition by the Company of any shares of capital stock or other securities of the Company or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities; (v) except with respect to the hiring of new Employees in the Ordinary Course ordinary course of Businessbusiness whose annual compensation in the aggregate is not greater than $250,000 (exclusive of benefits), the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to Company nor has the extent accrued on the Balance Sheet, or Company entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement agreements (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's directors, officers, employeesEmployees, agents or representatives 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, employeesEmployees, agents or representativesRepresentatives, other than in the ordinary course of business consistent with past practice which increases in the aggregate do not exceed $50,000 in annual cost to the Company, and other than as may have been required by law or insurers; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (evi) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any acquisition fees or expenses to any Affiliate of the securities or assets of, any other PersonCompany, other than advances to Employees for reimbursement of expenses in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; (fvii) the Company has not mortgaged, pledged or subjected to any material Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Companyassets, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gviii) the Company has not discharged or satisfied any material Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company; (hix) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the Company; (ix) the Company has not issuedtransferred or granted any rights under any contracts, createdleases, incurredlicenses, assumed agreements or guaranteed any Indebtedness, except Intangible Property (as defined in the Ordinary Course of Business; (jSection 4.12 hereof) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary used by the Company for next fiscal year consistent with prior practice or (b) in its business which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may reasonably could be expected to result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate;Material Adverse Change; and (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (mxi) the Company has not made any loan to, binding commitment to make any capital expenditures or entered into any other transaction with, any capital additions or betterments in excess of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees $50,000 in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8aggregate.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.6, since the Balance Sheet Date, (a) Date through the date hereof the Company has and the Company Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business Business, and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets tangible property and assets of the Company or any Company Subsidiary, having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (b) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Company Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Company Subsidiary; (c) except as set forth on Schedule 5.6(c), neither the Company nor any Company Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Company Subsidiary with respect to the fiscal year ended December 31, 2012, except to the extent accrued on the Balance Sheetpreviously disclosed to Parent in writing, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Company Subsidiary’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; (cd) there has not been any change by the Company or any Company Subsidiary in accounting or Tax reporting or accounting principles, methods or policies; (d) policies nor has the Company has not failed or any Company Subsidiary made any adjustment to promptly pay its books and discharge current Liabilities records, or recharacterized any assets or liabilities, except for Liabilities not material in amountas may have been required by GAAP (provided that such changes are disclosed on Schedule 5.6(d)); (e) except as set forth on Schedule 5.6(e), neither the Company nor any Company Subsidiary has not made any loans, cash advances, or capital investment contributions to, or investments in, any loan toPerson or paid any fees or expenses to any director, officer, partner, stockholder or Affiliate of the Company or any acquisition of the securities or assets of, any other Person, Company Subsidiary other than advances pursuant to Employees in the Ordinary Course of Businessexisting employment arrangements as set forth on Schedule 5.6(e); (f) neither the Company nor any Company Subsidiary has not mortgaged, pledged or been subjected to any Lien on any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any material assets of the CompanyCompany or any Company Subsidiary, in each case, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) except as set forth on Schedule 5.6(g), neither the Company nor any Company Subsidiary has not discharged or satisfied any Lien, or paid any Liability, except obligation or liability (fixed or contingent) in excess of $10,000 individually or $50,000 in the Ordinary Course of Businessaggregate; (h) neither the Company nor any Company Subsidiary has not canceled or compromised any material debt or pending claim or amended, modified, canceled, terminated, relinquished, waived or released any Material Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Companyright; (i) neither the Company nor any Company Subsidiary has not made or committed to make any capital expenditures or capital additions or betterments in excess of $10,000 individually or $50,000 in the aggregate; (j) except as set forth on Schedule 5.6(j), neither the Company nor any Company Subsidiary has issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property Property; (l) neither the Company nor any Company Subsidiary has received notice of, instituted or Technology of the Companysettled any Legal Proceeding; (m) there has not been any change in the number of issued and outstanding shares of Company Stock; (n) there has not been any change or amendment to the Company’s Charter Documents, or material change to any material contract or arrangement by which the Company or any Company Subsidiary is bound or to which any of their respective assets or properties is subject; (o) there has not made been the loss of the services of any loan tokey employee, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees material change in the Ordinary Course composition or duties of Businessthe senior management of the Company or any Company Subsidiary; (p) except as set forth on Schedule 5.6(p), neither the Company nor any Company Subsidiary has recorded any deferred revenue; (q) there has not been the loss or, to the Knowledge of the Company, threatened loss of any Material Customer; and (nr) none of Company or any of the Company Subsidiaries has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.6.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8in any document executed and delivered between Cherry and IWM in connection with the execution of this Agreement, since the Balance Sheet Date, Date (ai) the Company Cherry and each of its Subsidiaries has conducted the Business their business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Companymaterial negative effect on Cherry or any of its Subsidiaries. Without limiting the generality of the foregoing, since the Balance Sheet Date Date, except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8in any document executed and delivered between IWM and Cherry in connection with the execution of this Agreement: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company Cherry has not awarded or paid any bonuses to Former Employees employees of Cherry or Employees any of its Subsidiaries with respect to the Companyfiscal year ended December 31, 2015, except to the extent accrued on the Cherry Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanyCherry’s or any of its Subsidiaries’ 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; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8SCHEDULE 4.9, since the Balance Sheet Date, Date (ai) the Company has conducted the Business its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 5,000 for any single loss or $50,000 5,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (b) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company, (c) the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany with respect to the fiscal year ended December 31, 2005, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s '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; (cd) there the Company has not been entered into any change by transaction or Contract or conducted its business other than in the Company in accounting or Tax reporting principles, methods or policiesOrdinary Course of Business; (de) the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Businessgood faith by appropriate proceedings; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, Company except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Purchaser except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser'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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fviii) the Company Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hx) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixi) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in Section 2.09 of the Company Disclosure Schedule 4.8Schedule, since the Balance Sheet DateJune 30, 1999. (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Company Material Adverse Effect with respect nor has there occurred any event which is reasonably likely to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on result in a Company Disclosure Schedule 4.8:Material Adverse Effect. (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Company Subsidiary having a replacement cost of more than $10,000 U.S.$10,000 for any single loss or $50,000 U.S.$25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any grant of any stock option or right to purchase shares of the stock of the Company or any Company Subsidiary or any grant of any registration rights; (iv) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by any Stockholder or the Company or any Company Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Company Subsidiary; (v) neither the Company nor any Company Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Company or any Company Subsidiary except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's or any Subsidiary'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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company and the Company Subsidiaries taken as a whole); (cvi) there has not been any change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (dvii) neither the Company nor any Company Subsidiary has not entered into any transaction or contract or conducted its business other than in the ordinary course consistent with past practice except as contemplated in this Agreement; (viii) neither the Company nor any Company Subsidiary has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eix) neither the Company nor any Company Subsidiary has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Stockholder or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessStockholder; (fx) neither the Company nor any Company Subsidiary 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 CompanyCompany or any Company Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gxi) neither the Company nor any Company Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyCompany and the Company Subsidiaries taken as a whole; (ixii) neither the Company nor any Company Subsidiary has not issuedcancelled or compromised any debt or claim or amended, createdcanceled, incurredterminated, assumed relinquished, waived or guaranteed released any Indebtedness, contract or right except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company and the Company Subsidiaries taken as a whole; (jxiii) neither the Company nor any Company Subsidiary has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for U.S.$25,000 individually or U.S.$100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiv) neither the Company nor any Company Subsidiary has not instituted or settled any material Legal Proceeding resulting (as that term is defined in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of BusinessSection 2.10 hereof); and (nxv) none of the Stockholders, the Company nor any Company Subsidiary has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.82.09.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Section 4.9 to the Disclosure Schedule 4.8Schedule, since the Balance Sheet Date, Date (ai) the Company has conducted the Business only its business in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth on Section 4.9 to the Disclosure Schedule, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date:: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 100,000 for any single loss or $50,000 250,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (b) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (c) the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Company except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives 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; (cd) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (de) the Company has not made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (f) the Company has not entered into any transaction or Contract other than in the Ordinary Course of Business; (g) the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eh) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Selling Stockholder or any acquisition director, officer, partner, stockholder or Affiliate of the securities or assets of, any other Person, Selling Stockholder (other than advances to Employees reimbursements of business expenses incurred and reimbursed in the Ordinary Course of Business); (fi) the Company has not (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except except, in the case of clause (B), for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gj) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (hk) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jl) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 50,000 individually or in amounts exceeding $50,000 100,000 in the aggregate; (lm) the Company has not issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness; (n) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) owned by the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and; (no) the Company has not instituted or settled any Legal Proceeding; and (p) none of the Selling Stockholders or the Company has agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.83.9, since the Seller Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has an event which had or could reasonably be expected to have a Material Adverse Effect with respect nor has there occurred any event which is reasonably likely to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:result in a Material Adverse Effect; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Seller having a replacement cost of more than $10,000 for any single loss or $50,000 25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any distribution in respect of any membership interest of the Seller or any repurchase, redemption or other than in acquisition by the Ordinary Course Seller of Businessany outstanding membership, or other ownership interest in, the Company Seller; (iv) the Seller has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanySeller with respect to the fiscal year ended 2006, except to the extent accrued on the Seller Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanySeller’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 representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Seller); (cv) there has not been any change by the Company Seller in accounting or Tax reporting principles, methods or policies; (dvi) the Company Seller has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) the Seller has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company Seller has not made any loans, advances or capital investment contributions to, or investments in, any loan to, person or paid any fees or expenses to the Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fix) the Company Seller 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 CompanySeller, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company Seller has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Seller; (hxi) the Company Seller has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanySeller; (ixii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Seller has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $10,000 individually or $25,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company Seller has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiv) the Company Seller has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.83.9.