Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except Since the Balance Sheet Date, the Company has operated the Business in the Ordinary Course of Business, and the Company has incurred no Liabilities other than in the Ordinary Course of Business and there has not been: (a) any Material Adverse Change, or the occurrence of any event that could reasonably be expected to result in a Material Adverse Change; (b) any change, not disclosed in the Financial Statements, in the accounting methods, practices or principles or cash management practices of the Company; (c) any revaluation by the Company of any of its assets, including without limitation the write-down or write-off of notes, accounts receivable or inventory, other than in the Ordinary Course of Business; (d) any sale, assignment, transfer, distribution, mortgage or pledge of any of the properties or assets of Seller, except sales of inventory in the Ordinary Course of Business, or the placement of any Encumbrance on any of the properties or assets of the Company; (e) any known failure to use commercially reasonable efforts to preserve the Business, to keep available to the Business the services of its key employees and to preserve for the Business the goodwill of its suppliers, franchisees, customers and others having business relations with it; (f) any breach or default (or event that with notice or lapse of time would constitute a breach or default), acceleration, termination (or threatened termination), modification or cancellation of any Company Contract by any party (including the Company ); (g) except as set forth on Schedule 4.06 and except as contemplated 2.6(g), any Contract entered into by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, Company that (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice is not terminable upon thirty (including with respect to the collection of accounts receivable and payment of accounts payable30) days or less notice or (ii) there has not been a Material Adverse Effect, and (iii) neither involves the payment or receipt by the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other more than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business25,000; (h) made any material change (i) increase in employment terms (including compensation) for the compensation payable or to become payable by the Company to any of its directorsemployees, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including without limitation any bonuses other than a three percent (i3%) across the grant of severance or termination pay board raise given to any director, officer, or employee all of the Company or any SubsidiaryCompany’s employees in 2007; (ii) adoption, amendment or increase in the coverage or benefits available under any Employee Benefit Plan or Benefit Arrangement or (iii) amendment or execution of any employment, deferred compensation compensation, severance, consulting, non-competition, employee retention plan or other similar agreement (to which the Company is a party or any amendment to any such existing agreement) with any director, officer or involving an employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or other than employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006terminable at will without penalty); (i) amended its certificate any termination of incorporationemployment (whether voluntary or involuntary) of, bylaws or other similar constituent documentsreceipt or expectation of receipt of any resignation by, any key employee of the Business, or any termination of employment (whether voluntary of involuntary) of employees of the Business materially in excess of historical attrition in personnel; (j) made except as set forth on Schedule 2.6(j), any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practicetransaction between the Company and a Related Party; (k) adopted, entered into, amended, altered any cancellations or terminated (partially waivers of any claims or completely) any Plan, except as contemplated by this Agreement or to rights of the extent required by applicable LawsCompany of material value; (l) terminated or otherwise amended any material Company Contracts other than in execution of capital leases by the ordinary course of businessCompany; (m) incurred any lossother transaction, destruction agreement or casualty commitment entered into or affecting the Business or the assets of the Company or any not made in the Ordinary Course of its Subsidiaries not covered by insurance;Business; or (n) (i) made any agreement or revoked any election relating understanding to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Returndo, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writingresulting in, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. (a) Except as set forth provided on Schedule 4.06 and except 5.8 or as contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company and its Subsidiaries have conducted their respective business disclosed in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse EffectReports, and (iii) since December 31, 2000, neither the Company nor any of its Subsidiaries has: (ai) offered, issued, or sold any notes, debentures, bonds, or other debt securities, or offered, issued, or sold any equity securities or any securities convertible into, or exchangeable for, any debt securities or equity securities; (ii) declared or paid any dividend or other distribution of cash, stock, or other property to its stockholders, or acquired, repurchased, or redeemed any shares of its capital stock, any securities convertible into, or exchangeable for, any shares of its capital stock, or any warrants, options, or other rights to acquire its stock; (iii) borrowed or guaranteed any amount amount, or extended credit or financing, or incurred or become subject to any liabilities (other than liability, except current liabilities incurred in the ordinary course of business, business and liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)business; (biv) mortgagedmade any loans or advances to, pledged guarantees for the benefit of, or any investments in, any Person in excess of $10,000 in the aggregate; (v) created or subjected any of its properties, rights, or assets to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted LiensLiens for current property taxes not yet due and payable and for which appropriate reserves have been established on the Financial Statements; (cvi) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (vii) sold, assigned assigned, licensed, or transferred any portion of its material tangible or intangible properties, rights, or assets; (viii) purchased, acquired, or leased any material tangible or intangible properties, rights, or assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (dix) issuedwaived, sold released, or transferred cancelled any of its capital stock material claims against any third party or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights debts owing to acquire its capital stock or other equity securitiesthe Company, or any bonds or debt securities; or (e) made rights that have any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company)value; (fx) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 50,000 in the aggregate; (gxi) made any loan tocharitable contributions or pledges in excess of $10,000 in the aggregate; (xii) suffered any material damage, destruction, or casualty loss in excess of $10,000 in the aggregate, irrespective of whether covered by insurance; (xiii) increased or changed any salaries or other compensation or employee benefits with respect to any employees, consultants, officers, or directors of the Company, except in the ordinary course of business; (xiv) incurred any obligation or entered into any other contract or arrangement that either: (A) requires a payment by any party in excess of, or a series of payments that exceed $10,000 in the aggregate; or (B) has a term of, or requires the performance of any obligations by the Company over a period in excess of, 12 months; (xv) entered into, authorized, or permitted any material contract or transaction with, with any of its directors, officers, and employees Affiliate or outside the ordinary course of business; (hxvi) made paid any material change amount, performed any obligation, or agreed to pay any amount or perform any obligation, in employment terms (including compensation) for settlement or compromise of any suits or claims of liability against the Company or any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any directorofficers, officeremployees, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006agents; (ixvii) terminated, modified, or amended its certificate any of incorporationthe terms or provisions of any material contract or arrangement, bylaws or other similar constituent documentspaid any amount not required by law or by any contract or arrangement; (jxviii) made changed any material change in any method of accounting principles, methods, or accounting principles or practice or made any change in revenue recognition practicepractices followed by the Company; (kxix) adoptedtaken any action, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (mxx) incurred suffered any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposesMaterial Adverse Effect; or (oxxi) committed taken any action with respect to or agreed in writing, orally or otherwise to do authorized any of the foregoing. (b) Neither the Company nor any of its Subsidiaries has at any time since the date of its incorporation made or authorized any payments for political contributions or made any bribes, kickback payments, or other illegal payments.

Absence of Certain Developments. (a) Except as set forth provided on Schedule 4.06 and except as contemplated by 6.7 or pursuant to this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofsince December 31, 2005, Seller has not: (i) sold, leased, licensed, exchanged or otherwise transferred any of the Company and its Subsidiaries have conducted their respective business material rights, properties or assets of Seller (except sales of inventory in the ordinary course of business and consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) practice); (ii) there has not been a Material Adverse Effectpurchased, and acquired or leased any material rights, properties or assets outside the ordinary course of business or inconsistent with past practice; (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount amount, received credit or financing or created or incurred or become subject to any liability, obligation, or Indebtedness, except: (a) liabilities not in excess of $100,000.00 in aggregate; (other than b) current liabilities incurred in the ordinary course of business, business and consistent with past practice; and (c) liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)consistent with past practice; (biv) mortgagedmade any loans or advances to, pledged extended credit or subjected financing to, made any guarantees for the benefit of, or made any capital contributions to or investments in any LienPerson in excess of $100,000.00 in the aggregate, charge other than routine advances to employees that do not exceed $5,000.00; (v) created, placed or other encumbranceallowed to exist a Lien upon any of the material rights, any material portion properties or assets of its assetsSeller, except Permitted Liens; (cvi) soldmade, assigned or transferred committed or contracted to make, any portion capital expenditure or series of its tangible assets with a value related capital expenditures in excess of $250,000 individually or in excess of $1,000,000 100,000.00 above the amounts budgeted therefor in the aggregate outside budget attached hereto as Schedule 6.7; (vii) paid, discharged or satisfied any material claims, liabilities, obligations or other indebtedness (accrued, mature, contingent, direct or otherwise), other than current liabilities paid in the ordinary course of businessbusiness and consistent with past practice; (dviii) issued, sold granted any increase in compensation to 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; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of otherwise changed the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts outside the ordinary course of business and consistent with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition past practice; (kix) adoptedamended the charter, bylaws, or other governance documents of Seller in any material respect; (x) adopted a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization of Seller, or resolutions providing for any of the foregoing; (xi) failed to pay, satisfy and discharge when due any material liabilities and Indebtedness of Seller, including the liabilities and Indebtedness as reflected on balance sheet included in the Latest Financial Statements; (xii) incurred any obligation or entered into any contract, agreement, arrangement or instrument that would be an Assumed Liability and either: (A) requires a payment by or to any Person in excess of $100,000.00; or (B) has a term of, or requires the performance of any obligations by Seller over a period in excess of, twelve (12) months; (xiii) entered into, amendedauthorized, altered permitted, modified or terminated (partially any contract or completely) agreement with any Plan, except as contemplated by this Agreement or to the extent required by applicable LawsAffiliate of Seller involving payment of more than $25,000.00 per year; (lxiv) terminated or otherwise amended experienced any material Company Contracts other than in the ordinary course of business; (m) incurred any lossdamage, destruction or casualty affecting the Company loss (whether or any of its Subsidiaries not covered by insurance) to any of its properties or assets; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (ivxv) changed any material accounting principles, methods of reporting income or deductions for federal income tax purposespractices followed by Seller; (xvi) taken any steps to incorporate or form or organize or acquire a new Subsidiary; (xvii) engaged in any business other than the Business; or (oxviii) committed or agreed in writing, orally or otherwise to do authorized any of the foregoing. (b) During the last three years, Seller has not made or authorized any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. Except as contemplated or permitted by this Agreement or any of the other Transaction Documents or as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date Section 4.7 of the First Fiscal Quarter 2007 Financial Statements to the date hereofDisclosure Schedule, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effectsince December 31, and (iii) neither the Company nor any of its Subsidiaries 2010 no AUC Entity has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion assets of its assetssuch AUC Entity, except Permitted Liens; (b) sold, assigned or transferred any tangible assets or property (real or personal) of such AUC Entity; (c) sold, assigned or transferred or granted to any portion Person any Intellectual Property, or disposed of its tangible assets or permitted to lapse, any rights with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of businessrespect to any Transferred Intellectual Property; (d) issued, sold suffered or transferred taken 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 securitiesaction that has resulted in, or any bonds would reasonably be expected to result in, individually or debt securities; orin the aggregate, a Material Adverse Effect; (e) made increased compensation payable or to become payable (including any capital investment inbonus, severance or commission formula) of any loan tokind to any employee, any other Person (officer, director or consultant other than a Subsidiary pursuant to an existing agreement or in the Ordinary Course of the Company)Business; (f) made changed or suffered any capital expenditures change in any Benefit Plan, program, policy or commitments therefor in excess arrangement or labor agreement, to the extent offered or required by, or binding on, the Sellers, affecting any employee or former employee of $250,000 individually or in excess any of $1,000,000 in the aggregateSellers otherwise than to conform to applicable Laws; (g) made any loan to, or entered into any other transaction with, with any Affiliate of its directors, officers, and employees outside such AUC Entity in connection with the ordinary course of businessBusiness; (h) made or agreed to make any material change in employment terms (including compensation) for any of its directorscapital expenditure that, officers or employees having employment contracts with annual payments exceeding when added to all other capital expenditures made by the AUC Entities since December 31, 2010, exceed $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 200650,000; (i) amended its certificate written off as uncollectible, waived, released, cancelled or established any extraordinary reserve in excess of incorporation$50,000 in the aggregate with respect to, bylaws any account receivable or other similar constituent documentsIndebtedness owed to such AUC Entity; (j) made suffered any material change theft, damage, destruction or casualty loss, in any method the aggregate, in excess of accounting the value of its assets or accounting principles properties (whether or practice or made any change in revenue recognition practicenot covered by insurance); (k) adoptedmade any change in its accounting methods, entered into, amended, altered principles or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Lawspractices; (l) terminated allowed to lapse, revoked or otherwise amended lost or has substantially impaired, any material Company Contracts Educational Approvals; and (m) other than with respect to any Contract with or relating to any clinical site or with any employee or independent contractor in the ordinary course of business; (m) incurred , entered into any lossContract related to the purchase of goods, destruction equipment or casualty affecting the Company services of amounts in excess of $75,000 per year or having a duration in excess of one year, or terminated, modified, amended, received notice of termination of, or otherwise altered or changed any of its Subsidiaries not covered by insurancethe terms or provisions of, any Material Contract; (n) suffered any resignation, termination or removal of any of its five (i5) made highest paid employees or a material loss of personnel; (o) made, revoked or amended any election relating to TaxesTax election, (ii) changed any method of Tax accounting or Tax procedure or practice or settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy claim relating to Taxes; (p) incurred or become subject to any material Liabilities, except Liabilities in the Ordinary Course of Business; (iiiq) filed paid any amended Tax Returnamount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suit or claim of Liability against any Seller or any of its respective directors, officers, employees or agents; (ivr) changed acquired any methods other business or entity (or a significant portion or division thereof), whether by merger, consolidation or reorganization or by the purchase of reporting income its assets and/or equity or deductions for federal income tax purposesformed any subsidiary or acquired any equity interest or other interest in any other Person; (s) caused or permitted any of its insurance policies to lapse or become violable or has done or omitted to do anything whereby it might be denied indemnity in respect of any actual, potential or pending claim; or (ot) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except (i) for any transactions contemplated by this Agreement or any of the Transaction Documents, or (ii) as set forth on Schedule 4.06 and except as contemplated by this Agreement3.7, from the date since December 31, 2012, each of the First Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company Group Companies and its Subsidiaries Blocker Companies have conducted their respective businesses in the ordinary course of business and there has been no: (a) amendment of their respective certificates of formation, operating agreement or other organizational documents; (b) issuance of capital stock or units, securities or equity interests convertible into shares of capital stock or units, stock or unit appreciation, participation or phantom stock or units; (c) declaration or payment of any dividends or distributions on or in respect of the Units or any redemptions, repurchases, reorganizations, reclassifications, or similar transactions affecting any of the Units; (d) material change in any method of accounting or accounting practice except as required by GAAP or as disclosed in the Financial Statements; (e) incurrence, assumption or guarantee of any indebtedness for borrowed money in excess of $100,000 except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)practice; (bf) mortgagedtransfer, pledged or subjected to any Lienassignment, charge sale or other encumbrance, disposition (including any material portion damage, destruction or loss (whether or not covered by insurance)) of its assets, except Permitted Liens; (c) sold, assigned any asset shown or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 reflected in the aggregate most recent Audited Financial Statements outside the ordinary course of business; (dg) issued, sold or transferred material change in the terms of employment for 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 securitiesemployee, or entry into or termination of any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than employment agreement providing for a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor base salary in excess of $250,000 individually 100,000 per year or in excess of $1,000,000 any change in the aggregate; (g) made terms of employment, compensation or benefits for any loan to, officer of the Company or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of businessCompany Subsidiaries; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution adoption of any employmentplan of merger, deferred compensation consolidation, reorganization, liquidation or other similar agreement (dissolution or any amendment to any such existing agreement) with any director, officer or employee filing of the Company or any Subsidiary; (iii) increases to benefits payable a petition in bankruptcy under any existing severance provisions of federal or termination pay policies state bankruptcy Law or employment agreements; (iv) increases consent to compensation, bonus or other benefits payable to directors, officers or employees the filing of the Company or any Subsidiary; or (v) made bankruptcy petition against it under any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006similar Law; (i) amended its certificate of incorporationpurchase, bylaws lease or other similar constituent documentsacquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000 (in the case of a lease, per annum), except for purchases of equipment, inventory or supplies in the ordinary course of business consistent with past practice; (j) made acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any material change in other manner, any method of accounting business or accounting principles any Person or practice or made any change in revenue recognition practicedivision thereof; (k) adoptedContract, entered into, amended, altered agreement or terminated understanding (partially whether written or completelyoral) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoing; or (l) Material Adverse Effect.

Absence of Certain Developments. Except as contemplated by this Agreement or as set forth on Schedule 4.06 and except as contemplated by this Agreement3.08 of the Disclosure Schedules, from the date of the First Fiscal Quarter 2007 Financial Statements to Latest Balance Sheet through the date hereofof this Agreement, (i) the Company and its Subsidiaries Entities have conducted their respective business (other than any actions in connection with this Agreement, any Ancillary Agreement or the Transactions (or any alternative thereto)) operated in the ordinary course of business consistent with past practice (including with respect to the collection in all material respects and none of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries Entities has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lienmaterial Lien (except Permitted Liens) on any of its material assets; (b) sold, charge assigned, disposed of or other encumbrance, transferred or submitted any letter of intent or similar arrangement to sell or dispose of any material portion of its assets, except Permitted Liens; (c) soldeffected any merger, assigned consolidation, recapitalization, reclassification, stock split or transferred any portion of like change in its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of businesscapitalization; (d) issued, delivered, reissued, pledged or sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; orEquity Securities; (e) made adopted or effected any capital investment inplan of complete or partial liquidation, dissolution, amalgamation or any loan to, any other Person (other than a Subsidiary of the Company)reorganization; (f) made any capital expenditures investment in any other Person or commitments therefor in excess of $250,000 individually any loans or in excess of $1,000,000 advances to, or guarantees for the benefit of, any other Person (other than customary expense reimbursement or advancement to employees in the aggregateordinary course of business or other trade payables and similar loans, advances and guarantees arising in the ordinary course of business); (g) declared, set aside or paid any dividend or made any loan todistribution with respect to its Equity Securities or redeemed, purchased or entered into any other transaction with, otherwise acquired any of its directorsEquity Securities, officersexcept for repurchases of membership interests from current or former employees, and employees outside consultants, directors or managers of any Company Entity in the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement capital expenditures (or any amendment to any such existing agreementcommitments therefore) with any director, officer in excess of $500,000 individually or employee of $1,500,000 in the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006aggregate; (i) amended its certificate of incorporation, bylaws made any loan to any Affiliated Party or entered into any other similar constituent documentsmaterial transaction required to be disclosed on Schedule 3.21; (j) made except as set forth on Schedule 3.08(j), settled or otherwise compromised any pending Action or threatened Action (i) if amount payable by the Company Entities could be in excess of $250,000 in the aggregate, (ii) if doing so would require any material change payments following the Closing, or (iii) involving any equitable remedies or an admission of wrongdoing or violation of Law by any of the Company Entities; (k) acquire (by merger, consolidation, acquisition of stock or assets, or otherwise) any corporation, partnership, or other business organization or Person, or material portion or business thereof, or any property or assets of any Person at a cost in excess of $250,000; (l) changed any annual accounting period, or adopted or changed in any material respect any method of accounting or accounting principles practices, policies, or practice principles, except as required by GAAP or made applicable Law (or any change in revenue recognition practiceinterpretation of any of the foregoing); (km) adopted, entered into(i) cancelled, amended, altered terminated, or terminated (partially granted a waiver of any material rights under, or completely) otherwise amend or modify in any Planmaterial respect, except as contemplated by this Agreement or any Material Contract, other than the expiration of the term of such Material Contract pursuant to the extent required by applicable Laws; terms of such Material Contract or (lii) terminated or otherwise amended entered into any material Company Contracts Material Contract, other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made implemented any layoffs that required notice under the U.S. Worker Adjustment and Retraining Notification Act of 1988 or revoked any election relating similar Law giving rise to Taxesmass termination obligations (collectively, the “WARN Act”) or (ii) entered into, negotiated, modified, extended, or terminated any Labor Agreement or recognized or certified any labor union, works council, or other labor organization or group of employees as the bargaining representative for any employees of any Company Entity; (o) (i) changed any material Tax accounting method, (ii) filed any amended material Tax Return, (iii) entered into any material Tax closing agreement, (iv) settled or compromised any material Tax claim or assessment relating to any Company Entity, (v) changed or revoked any material Tax elections, (vi) made a material Tax election inconsistent with past practice, (vii) changed any annual Tax accounting period, (viii) entered into (or pursued) any agreement with any Governmental Entity relating to any material Tax (including the settlement or compromise of any material Tax claim, audit, assessment, or voluntary disclosure agreement), (ix) surrendered any right to claim a material Tax refund or credit, (x) consented to or requested any extension or waiver of the statute of limitations period with respect to any material Tax, (xi) participated in any voluntary disclosure program with, any taxing authority in respect of income or other material Taxes or material Tax Returns, (xii) changed any income tax classification or filed an election with any Governmental Entity to change such income tax classification that is still pending or (xiii) prepared or filed any material Tax Return in a manner inconsistent with past practice; (p) except as required by applicable Law or the existing terms of an Employee Benefit Plan as in effect on the date hereof and set forth on Schedule 3.17(a) of the Disclosure Schedules, (i) established, adopted, entered into, amended, modified or terminated any Employee Benefit Plan (or any other plan, policy, program, contract, agreement or arrangement that would be an Employee Benefit Plan if in effect on the date hereof); (ii) taken any action (or agreed to take any action) to accelerate the funding, suit, litigation, proceeding, arbitration, investigation, audit payment or controversy relating to Taxes, vesting of any compensation or benefits under any Employee Benefit Plan or otherwise; (iii) filed except as permitted by Section 6.18, granted any amended Tax Returnincentive awards (whether cash- or equity-based), retention, change in control, transaction, severance or termination pay or any increase (or decrease) in the compensation and benefits payable to any current or former employee, officer, director or individual service provider of any of the Company Entities; or (iv) changed hired, engaged, or terminated any methods individual with annual base compensation in excess of reporting income $200,000 (other than terminations for cause); (q) made any change to, amended, adopted or deductions effected any amendments to any of the Company Entities respective Organizational Documents; (r) transferred, assigned, leased, sold, licensed, sublicensed, covenanted not to assert, abandoned, let lapse, let expire (other than expiration of any Intellectual Property Rights in accordance with its maximum statutory term) or otherwise disposed of any material Intellectual Property Rights, except for federal income tax purposesnon-exclusive licenses granted by a Company Entity in the ordinary course of business to a customer; (s) disclosed any of the Company Entities’ trade secrets or other material confidential information to any third party, other than pursuant to a written confidentiality agreement; (t) incur any indebtedness for borrowed money in excess of $100,000 individually or $500,000 in the aggregate, other than borrowings under the Credit Facility or any other lines of credit or similar arrangements in existence as of the date hereof; (u) knowingly waived or released any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former employee or independent contractor; or (ov) committed or agreed in writing, orally writing or otherwise publicly announced or committed to do any of the foregoing.

Absence of Certain Developments. Except (i) as set forth on the Developments Schedule 4.06 and except as or (ii) contemplated by this Agreement, from since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofLatest Balance Sheet, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course none of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount amended or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)modified its Governing Documents; (b) mortgagedissued, sold, or pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assetscapital stock or any options, except Permitted Lienswarrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, calls or commitments of any kind with respect to its capital stock; (c) amended or terminated any Contract required to be listed on the Contracts Schedule; (d) waived any material right under any Contract required to be listed on the Contracts Schedule; (e) sold, assigned pledged, assigned, leased (as lessor or transferred lessee), licensed, transferred, abandoned or otherwise disposed of or encumbered any portion material assets outside of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (df) issuedentered into, sold amended or transferred modified any employment agreement which provides for annual base compensation in excess of $75,000 or increased the compensation of its employees, other than base compensation increases in the ordinary course of business consistent with past practice for employees whose annual base compensation is not excess of $75,000; (g) adopted, terminated, amended or modified any Plan, except as required by Law or the terms of such Plan; (h) entered into any collective bargaining agreement with any labor union; (i) declared, set aside, paid or made any distribution or payment to its stockholders or members, as the case may be, with respect to its Equity Interests; (j) adopted a plan of liquidation, dissolution, merger, consolidation or other reorganization; (k) made any change in its accounting methods, principles or practices, other than in a manner consistent with GAAP; (l) made any loan or advance to any of its capital stock officers, directors, employees or consultants (other equity securities, securities convertible into its capital stock than in the ordinary course of business consistent with past practice) or made any other equity securities loan or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; oradvance; (em) made any capital investment incommitment to pay severance to any of its officers, directors, employees or any loan to, any other Person (other than a Subsidiary of the Company)consultants; (fn) made any capital expenditures or commitments therefor in excess of $250,000 individually 25,000 in any one case or in excess of $1,000,000 150,000 in the aggregate; (go) incurred any indebtedness for borrowed money (other than indebtedness that will be Closing Indebtedness at the time of Closing); (p) entered into any material settlement, conciliation or similar Contract; (q) made any loan toacquisition of all or any material part of the assets, properties, capital stock or entered into business of any other transaction withPerson, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than purchases of inventory in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (ir) made or revoked changed any election relating to Taxesmaterial Tax election, (ii) settled changed any annual accounting period, adopted or compromised changed any claimaccounting method, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment (iv) changed other than in connection with any methods extension of reporting income or deductions for federal income tax purposesthe filing of a Tax Return obtained in the ordinary course); or (os) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 the Developments Schedule, since the date of the Latest Balance Sheet, there has not been any Material Adverse Effect. Without limiting the generality of the foregoing, and except as set forth on the Developments Schedule and except as expressly contemplated by this Agreement, from since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofLatest Balance Sheet, (i) the Company and has not: (a) amended or modified the Company's articles of incorporation or bylaws; (b) issued or sold any of its Subsidiaries have conducted their respective business capital stock or any options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, calls or commitment of any kind with respect to its capital stock; (c) entered into, amended or modified any employment agreement which provides for base annual compensation in excess of $140,000; (d) entered into any contract or other agreement with any labor union; (e) adopted a plan of liquidation, dissolution, merger, consolidation or other reorganization; (f) made any change in its accounting methods, principles or practices; (g) made any loan or advance to any of its officers, directors, employees or consultants (other than in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payablepractice) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, other loan or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of businessadvance; (h) made any material change in employment terms (including compensation) for commitment to pay severance to any of its officers, directors, officers employees or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006consultants; (i) amended its certificate made any capital expenditures in excess of incorporation, bylaws $10,000 in any one case or other similar constituent documents$30,000 in the aggregate; (j) made incurred any material change in any method indebtedness for borrowed money (other than indebtedness that will be Funded Indebtedness at the time of accounting or accounting principles or practice or made any change in revenue recognition practiceClosing); (k) adoptedmade any acquisition of all or any material part of the assets, entered intoproperties, amended, altered capital stock or terminated (partially or completely) business of any Plan, except as contemplated by this Agreement or to the extent required by applicable Lawsother Person; (l) terminated sold, leased, transferred or otherwise amended assigned any material Company Contracts asset, other than for fair consideration in the ordinary course of business or made any distributions of any assets (cash or otherwise) to any of its Affiliates; (m) sold, leased, transferred or assigned any of its assets, tangible or intangible, other than the sale or transfer of inventory or immaterial assets for fair consideration in the ordinary course of business; (mn) incurred entered into any losscontract or agreement (or series of reasonably related contracts or agreements, destruction each of which materially relates to the underlying transaction as a whole) involving more than $25,000 or casualty affecting that cannot be terminated without penalty on less than six months' notice, in each case other than customer contracts entered into in the Company or any ordinary course of its Subsidiaries not covered by insurancebusiness; (no) accelerated, terminated, modified or cancelled any contract or Permit (ior series of reasonably related contracts or Permits) made involving more than $5,000 annually to which the Company is a party or revoked by which it or its assets is bound, and the Company has not received notice that any election relating other party to Taxessuch a contract or Permit (or series of reasonably related contracts or Permits) has accelerated, terminated, modified or cancelled the same; (iip) settled delayed or compromised postponed the payment of accounts payable and other liabilities, accelerated the collection of accounts receivable, in either case outside the ordinary course of business, or altered any claimaccounting method or practice; (q) canceled, actioncompromised, suitwaived or released any right or claim (or series of related rights or claims) or any indebtedness (or series of related indebtedness) owed to it and tracked, litigationusing the Company Accounting Principles, proceedingon the Latest Balance Sheet, arbitrationin any case involving more than $5,000; (r) made, investigationrescinded or changed any Tax election, audit changed any Tax accounting period, adopted or controversy relating to Taxeschanged any accounting method, (iii) filed any amended Tax Return, entered into any closing agreement, settled any Tax claim, assessment or liability, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax; (s) had any legal action or proceeding commenced nor, to the Company's Knowledge, threatened or anticipated relating to or affecting the Company, the business conducted by the Company or any asset owned or used by it; (t) suffered (i) any loss of any material customer, distribution channel, sales location or source of supply of raw materials, inventory, utilities or contract services or the receipt of any notice that such a loss may be pending, or (ivii) changed any methods occurrence, event or incident related to the Company outside of reporting income the ordinary course of business; or deductions for federal income tax purposes; or (ou) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Since December 31, 2015 there has not been any Material Adverse Effect. Except as set forth on the Developments Schedule 4.06 and except as contemplated by this Agreementactions related to the LiquidPoint Transaction, from the date of the First Fiscal Quarter 2007 Financial Statements since December 31, 2015 to the date hereof, neither the Company nor its Subsidiaries has: (a) incurred or become subject to any material obligations or liabilities, other than (i) liabilities reflected on the Company and its Subsidiaries have conducted their respective business Latest Balance Sheet or disclosed in any notes thereto, (ii) if incurred since the date of the Latest Balance Sheet, incurred in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effectpractice, and (iii) neither the Company nor liabilities under this Agreement or (iv) any of its Subsidiaries has:amounts or liabilities that are not reasonably expected to exceed $1,250,000 in a 12-month period; (ab) borrowed any amount amounts or incurred incurred, assumed or become subject to refinanced any liabilities (Indebtedness, other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and (i) borrowings from banks (or similar financial institutions) necessary incurred to meet ordinary course of business working capital requirements)requirements or (ii) Indebtedness incurred under any revolving or other credit facility in the ordinary course of business in an aggregate amount outstanding at any time not to exceed $1,250,000; (bc) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assetsproperties or assets to any Liens, except for Permitted Liens; (cd) sold, assigned or transferred any material portion of its tangible assets with a value assets, except (i) in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business, or (ii) among the Company and its wholly‑owned Subsidiaries; (de) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any investment in any other Person (other than its Subsidiaries), except in the ordinary course of business consistent with past practice; (g) declared, set aside, or paid any distribution with respect to its equity securities (other than cash distributions from a Subsidiary to the Company or another Subsidiary) or repurchased any of its equity securities; (h) made any capital expenditures in excess of $1,250,000 in the aggregate or commitments therefor, except (i) in the ordinary course of business consistent with past practice and (ii) for such capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 that are reflected in the aggregatecurrent budget; (gi) made any loans or advances to, or guarantees for the benefit of, any Persons (except in the ordinary course of business consistent with past practice); (j) suffered any material damage, destruction or other casualty loss with respect to material property owned by the Company or any of its Subsidiaries that is not covered by insurance; (k) made any loan to, or entered into any other material transaction outside the ordinary course of business consistent with past practice with, any of its directors, directors or officers, and employees outside the ordinary course of business; (hl) made any material change in employment terms (including increased the compensation) for any of its directors, officers incentive arrangements, or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay other benefits to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or its Subsidiaries or become a party to, established, amended, commenced participation in, terminated or committed itself to the adoption of any Subsidiary; Plan or any arrangement that would be a Plan if in effect on the date hereof; (iiim) increases to benefits payable under any existing severance hired or termination pay policies or employment agreements; terminated (iv) increases to compensationother than for insubordination, bonus misconduct or other benefits payable to directors, officers acts or employees omissions constituting “cause”) any officer or senior employee of the Company or any Subsidiary; its Subsidiaries who is reasonably expected to have a total annual compensation (base salary and cash incentives) of $250,000 or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006more; (in) entered into any employment contract (other than that which is terminable upon 30 days’ notice or less and without any liability to the Company or any of its Subsidiaries), materially modified the terms of any such existing contract or agreement, or made any oral commitment to increase the compensation (whether salary, wages, bonuses or otherwise) of, or to provide severance benefits to, any Company Service Provider; (o) adopted a plan of liquidation, arrangement, dissolution, merger, consolidation, or other reorganization; (p) amended its certificate certification of incorporation, bylaws formation or other similar constituent documents; (jq) made entered into any other material change transaction involving consideration reasonably expected to exceed $1,250,000 in a 12-month period, except in the ordinary course of business consistent with past practice; (r) amended or changed any method of accounting or accounting principles practice of the Company, except as required by changes in GAAP or practice or made any change in revenue recognition practiceapplicable Law; (ks) adopteddisposed of any material patents, entered intotrademarks or copyrights or any material patent, amended, altered trademark or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Lawscopyright applications; (lt) terminated discontinued the offering of any of its services or otherwise amended any material Company Contracts other than products, except in the ordinary course of businessbusiness consistent with past practice; (mu) contractually incurred any lossobligation or liability for the payment of severance benefits (whether in connection with a change in control or otherwise) or an additional payment due solely in the event of a change in control, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insuranceexcept as required under this Agreement; (nv) (i) made redeemed, purchased or revoked otherwise acquired, directly or indirectly, any election relating to Taxes, (ii) settled equity interests or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Returnother securities, or (iv) changed any methods of reporting income or deductions for federal income tax purposesagreed to do so; or (ow) committed in writing or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofDisclosure Schedules, (i) since December 31, 2022, the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries hasnot: (a) borrowed sold, leased, assigned, transferred, encumbered, securitized, granted any amount license or incurred sublicense in, abandoned, cancelled, permitted to lapse or become subject to otherwise disposed of any liabilities material rights, assets or properties, real or personal, tangible or intangible, including any of the foregoing shown or reflected in the Latest Balance Sheet or any Intellectual Property (including Intellectual Property Assets, other than liabilities incurred in Intellectual Property Registrations expiring at the ordinary course end of businesstheir statutory terms), liabilities under contracts entered into in or disclosed any Trade Secrets of the ordinary course of business Company except pursuant to written and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)binding confidentiality and non-disclosure agreements; (b) mortgagedvoluntarily purchased, pledged prepaid, cancelled, compromised, waived, discharged or subjected released any rights, debts or claims (or series of related rights, debts or claims) of the Company owing to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liensheld by it; (c) sold(i) increased the rate or terms of compensation (including bonuses and equity-based compensation or severance) payable to any current or former employee, assigned officer, director, or transferred individual independent contractor of the Company with annual base compensation exceeding $100,000 (prior to any portion such increase) (other than annual increases or bonuses in the Ordinary Course of its tangible assets with a value Business, not to exceed 5% in the aggregate or 10% for any individual), (ii) established terms for, entered into, adopted, amended or increased the coverage or benefits provided under any Employee Benefit Plan or other arrangement that would be an Employee Benefit Plan if it were in existence as of the date of this Agreement, (iii) granted, awarded or paid any equity-based award, bonus, change in control payment, severance, retention, or deferred compensation or other compensatory payment to any current or former employee, officer, director, or independent contractor of the Company (other than annual bonus increases in the Ordinary Course of Business, not to exceed 5% in the aggregate or 10% for any individual), (iv) taken any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to or to forgive the indebtedness of any current or former employee, officer, director, or independent contractor of the Company, (v) hired or terminated (other than for cause) the employment or engagement of any employee, officer, director, or individual independent contractor of the Company who receives (or prior to termination would have been eligible to receive) base compensation in excess of $250,000 individually 100,000 per year, (vi) waived, released or limited in excess any material respect any restrictive covenant obligation of $1,000,000 in any current or former employee, officer, director, or individual independent contractor of the aggregate outside Company, or (vii) entered into, modified, or extended any collective bargaining agreement or recognized any labor union, works council, labor organization or group of employees as the ordinary course bargaining representative for employees of businessthe Company; (d) issued(i) issued any note, sold or transferred any of its capital stock bond or other equity securitiesdebt security or created, securities convertible into its capital stock incurred, assumed or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securitiesguaranteed any Indebtedness, or (ii) become subject to any bonds other Liability (except current Liabilities incurred in the Ordinary Course of Business or debt securities; orImmaterial Liabilities) in excess of $25,000 per Liability or $200,000 in the aggregate; (e) made any capital investment inloans or advances to, or any loan toguarantees for the benefit of, or otherwise become liable for the Indebtedness or other legal obligation of, any other Person (other than a Subsidiary Person, or made any investments in or acquisition of the Company)any assets or Equity Interests of any Person; (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or the aggregate in excess of $1,000,000 in the aggregate100,000; (g) adopted or changed (or made a request to any loan toGovernmental Entity to change) any policy or practice of accounting or annual accounting period, other than as required by GAAP or entered into applicable Law, including not having changed cash management customs and practices (including with respect to maintenance of working capital balances or any reserves, collection of accounts or other transaction withamounts receivable, payment of accounts or other amounts payable, accrued Liabilities and other Liabilities and pricing and credit policies) or, since the date of the Latest Balance Sheet, having changed conduct related to cash management in any manner whatsoever, including as a result of its directors, officers, and employees outside the ordinary course of businessor in connection with COVID-19; (h) delayed or postponed the payment of accounts or other amounts payable or other Liabilities or accelerated the collection of any accounts or other amounts receivable outside the Ordinary Course of Business, or made any material change in employment terms accounting practices or policies, including not having changed conduct related to cash management customs and practices (including compensationwith respect to maintenance of working capital balances, collection of accounts receivable, payment of accounts payable, accrued liabilities and other liabilities and pricing and credit policies) for any of its directorsor, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) since the grant of severance or termination pay to any director, officer, or employee date of the Company Latest Balance Sheet, having changed conduct related to cash management in any manner whatsoever, including as a result of or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) in connection with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006COVID-19; (i) amended its certificate of incorporationengaged in any promotional sales, bylaws customer rebates, discount or price reduction or other similar constituent documentsactivity that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales that otherwise would be expected to occur in post-Closing periods; (j) made instituted or permitted any material change in any method the conduct of accounting the Company’s business, or accounting principles or practice or made any change in revenue recognition practiceits method of purchase, sale, lease, management, marketing, promotion or operation; (k) adoptedentered into any Contract that would constitute a Material Contract or Permit, entered intoor accelerated, amended, altered modified, cancelled, terminated or terminated (partially granted any waiver or completely) given any Plan, except as contemplated by this Agreement consent or release with respect to the extent required by applicable Lawsany Material Contract or Permit; (l) terminated or otherwise amended become subject to any material obligation that prohibits the Company Contracts other than from freely engaging in the ordinary course Business anywhere in the world or that otherwise materially restricts any activities of businessthe Company; (m) incurred experienced any loss, destruction material Loss (whether or casualty affecting the Company or any of its Subsidiaries not covered by insurance); (n) made, changed or rescinded methods, annual accounting period, policies or elections, adopted or changed (ior made a request to any Governmental Entity to change) made any method, policy or revoked practice of accounting, filed any election amended Tax Return or prepared or taken any position on any Tax Return in a manner inconsistent with past practice or that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser in respect of any Tax period (or portion of a Straddle Period) beginning after the Closing Date; (o) entered into any closing or settlement Contract relating to Taxesany Tax of the Company, (ii) settled or compromised any claimAction in respect of any Tax or Tax Return of the Company, actionentered into any Tax Sharing Agreement, suitconsented to any extension or waiver of the limitations period applicable to any Action relating to any Tax of the Company, litigation, proceeding, arbitration, investigation, audit or controversy relating requested a ruling with respect to Taxes, surrendered any right to claim a refund, offset or other reduction in Tax Liability or taken or omitted to take any other action that had or would have the effect of increasing the present or future Tax Liability or decreasing any present or future Tax benefit of the Company; (iiip) filed failed to timely file with the appropriate Taxing Authority (including allowable extensions) any amended Tax Return, or pay or remit Taxes when they became due and payable; (ivq) changed declared, set aside or paid any methods dividends or made any distributions on or in respect of reporting income any Equity Interest of the Company, or deductions directly or indirectly redeemed, purchased or otherwise acquired any Equity Interests; (r) imposed any Lien upon the Company’s properties or assets, tangible or intangible; (s) instituted an Action, or adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law; (t) entered into any Contract (or series of related Contracts) either involving more than $25,000 or outside the Ordinary Course of Business, except for federal income tax purposesContracts entered into with employees, or individual independent contractors of the Company; (u) sold, securitized, factored or otherwise transferred any accounts receivable; (v) entered into any transaction with or for the benefit of any Affiliate other than (i) the Transactions or (ii) transactions set forth on Schedule 4.06(e) or Schedule 4.16(a) of the Disclosure Schedules; (w) authorized or effected any amendment or change in the Charter, the Company’s bylaws or any other governing document of the Company; (x) authorized, issued, sold, granted or otherwise disposed of any Equity Interests of the Company (other than the issuance of Common Stock to satisfy the exercise of any Option set forth on Schedule 4.03(b)), or modified or amended any right of any holder of any such Equity Interests; or (oy) committed authorized or agreed in writing, orally or otherwise entered into any Contract to do any of the foregoing, or authorized, taken, agreed or committed to take (or fail to take) any action with respect to the foregoing.

Absence of Certain Developments. Except as otherwise contemplated by this Agreement or as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date in Section 3(h) of the First Fiscal Quarter 2007 Disclosure Schedule, since the Most Recent Financial Statements to Statements, the date hereof, Company has been operated in the Ordinary Course of Business and the Company has not: (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any material amount or incurred or become subject to any material liabilities (other than liabilities incurred in affecting the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)Purchased Assets; (bii) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assetsPurchased Assets, except for Permitted Liens; (ciii) sold, assigned assigned, transferred or transferred to the Company’s knowledge permitted the lapse of any portion right relating to any of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of businessPurchased Assets; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (fiv) made any capital expenditures or commitments therefor in excess of $250,000 individually 25,000 in the aggregate or failed to make any material budgeted capital expense concerning the Purchased Assets; (v) suffered any theft, damage, destruction or casualty loss to the Purchased Assets in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries 5,000 not covered by insurance; (nvi) granted any increase in the salaries, compensation or benefits of any of its employees except increases in the Ordinary Course of Business; (ivii) acquired any capital stock, equity interests or assets of any Person except assets acquired in the Ordinary Course of Business; (viii) made any change in its accounting principles or revoked Tax elections, written up or written down any election relating to Taxes, inventory (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Returnexcept in the Ordinary Course of Business), or materially increased or decreased any accounting reserves, except as set forth in Section 3(h) of the Disclosure Schedule; (ivix) changed amended the articles of incorporation, bylaws, or other similar organizational documents of the Company; (x) adopted a plan of complete or partial liquidation or authorized any methods liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other similar transaction; (xi) entered into any lease of reporting income personal property or deductions for federal income tax purposesany renewals of the existing leases that are being assumed by Buyer involving a term of more than one year or rental obligation exceeding $10,000 per year in any single case, or exceeding $25,000 per year in the aggregate in all such cases, outside the Ordinary Course of Business; (xii) taken any action or failed to take any action that results in the creation of any Lien over the Purchased Assets; (xiii) waived, released or canceled any material claims against any customers; or (oxiv) committed or agreed experienced any current customer warranty claims in writingexcess of $500, orally or otherwise to do any of the foregoingother than as scheduled herein.

Absence of Certain Developments. Except as set forth on in Schedule 4.06 3.7, since January 1, 2004 there has not been any Material Adverse Effect and except as contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company and has conducted its Subsidiaries have conducted their respective business in the ordinary and usual course of business consistent with past practice (including with respect to practices. Without limiting the collection generality of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effectthe foregoing, and except as set forth in Schedule 3.7, during the period beginning on January 1, 2004 and ending on the date hereof: (iiia) neither the Company nor any of its Subsidiaries has:has incurred Funded Indebtedness in aggregate amounts in excess of $50,000; (ab) borrowed neither the Company nor any amount of its Subsidiaries has made any acquisition (by merger, consolidation, or incurred acquisition of stock or become subject to assets or otherwise) of any liabilities other Person; (c) neither the Company nor any of its Subsidiaries has created or permitted the creation of any Lien, other than liabilities incurred Permitted Liens, on any of its assets, tangible or intangible; (d) except for sales to customers of the Company's products and services in the ordinary course of business, liabilities under contracts entered into in neither the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to Company nor any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) Subsidiaries has sold, assigned or transferred any portion of its material tangible assets assets; (e) neither the Company nor any of its Subsidiaries has (i) entered into or amended any written employment or severance or similar agreement with a value any employee or any collective bargaining agreement, (ii) adopted or amended, or materially increased the payments to or benefits under, any profit sharing, bonus, thrift, stock option plan, deferred compensation, savings, insurance, restricted stock, pension, retirement, or other employee benefit plan for or with any of its directors, officers or employees, (iii) granted any increase in compensation payable or to become payable or the benefits provided to its directors or officers other than any increases of more than 3% to any individual whose compensation is in excess of $250,000 individually 75,000 per year, or in excess of $1,000,000 (iv) granted, other than in the aggregate outside ordinary course of business, any increase in compensation payable or to become payable to its employees (other than officers); (f) neither the Company nor any of its Subsidiaries has issued or granted any credits, rebates or similar discounts or offsets with respect to services previously rendered or products previously sold other than in the ordinary course of business; (dg) issued, sold or transferred neither the Company nor 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; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including Subsidiaries has (i) the grant of severance made or termination pay to changed any director, officer, Tax election or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made used by it, other than any change in revenue recognition practicesuch changes required by GAAP; (kh) adoptedthere has not been any material casualty, entered intoloss, amendeddamage or destruction not covered by insurance which has materially, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to adversely affected the extent required by applicable Lawsproperties of the Company and its Subsidiaries; (li) terminated neither the Company nor any Subsidiary has made any capital expenditure or otherwise amended commitment in excess of $50,000 for additions to property, plant and equipment; (j) neither the Company nor any Subsidiary has forgiven, canceled or waived any material rights under any material debt or claim by the Company Contracts or the applicable Subsidiary other than in the ordinary course of business; (k) other than in connection with the exercise of options, neither the Company nor any Subsidiary has issued, sold or otherwise disposed of any debenture, note, stock, or equity interest or modified or amended any right of any holder thereof; (l) neither the Company nor any Subsidiary has terminated, disposed of, or permitted to lapse, any material license or permit; and (m) incurred there has not been any loss, destruction amendment to the Certificate of Incorporation or casualty affecting By-laws of the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoingSubsidiaries.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement3.6, from since December 31, 2016, the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofAcquired Companies have not, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries hasdirectly or indirectly: (a) borrowed sold, leased, assigned, transferred, abandoned, permitted to lapse or otherwise disposed of any amount material rights, assets or properties, tangible or intangible other than in the Ordinary Course of Business; (b) canceled without fair consideration any material debts or claims owing to or held by it; (c) disclosed any material Company Confidential Information to any Person (other than Buyer and Buyer’s representatives) other than in the Ordinary Course of Business; (d) made or granted any bonus or any wage, salary, compensation or benefit increase to or with respect to any current or former director, officer, manager, employee or other service provider other than periodic increases made in the Ordinary Course of Business, required by existing Contracts as in effect on the December 31, 2016, mandated by applicable Laws or as a result of a promotion under Section 3.6(e); (e) changed the terms of employment for any employee, other than promotions in the Ordinary Course of Business; (f) accelerated the vesting or payment of any compensation or benefit for any current or former director, officer, manager, employee or other service provider, other than as required by existing Contracts as in effect on December 31, 2016 or as mandated by applicable Laws; (g) amended, terminated, ceased participation in, adopted, become a party to or commenced participation in any Plan; (h) incurred any Indebtedness or incurred or become subject to any liabilities (other than liabilities Liability above $100,000, except current Liabilities incurred in the ordinary course Ordinary Course of businessBusiness (none of which is a liability for material breach of Contract, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (tort, infringement, lawsuit, or similar financial institutions) necessary to meet ordinary course working capital requirementsenvironmental, health or safety matter); (bi) mortgagedmade any loans or advances to, pledged investments in, or subjected to any Lienguarantees for the benefit of, charge or otherwise become liable for the Indebtedness or other encumbrancelegal obligation of, any material portion of its assets, except Permitted LiensPerson; (cj) sold, assigned made any capital expenditures or transferred any portion of its tangible assets with a value commitments therefor in the aggregate in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business100,000; (dk) made any change in any method of accounting or accounting policies; (l) engaged in any promotional sales, customer rebates, discount or price reduction or other activity that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales that otherwise would be expected to occur in post-Closing periods; (m) instituted or permitted any material change in the conduct of the Company’s business, or any change in its method of purchase, sale, lease, management, marketing, promotion or operation; (n) entered into, materially amended or terminated any material Contract or Permit, other than as set forth on Schedules 3.10(a), (b) or (c); (o) become subject to any obligation that prohibits the Acquired Companies from freely engaging in business anywhere in the world or that otherwise restricts any activities of the Acquired Companies; (p) issued, sold or transferred any of its capital stock Equity Interests; (q) declare, set aside, establish a record date for, make or other equity securitiespay any distribution (whether payable in cash, securities convertible equity, property or a combination thereof) with respect to any of its Equity Interests, or enter into any agreement with respect to the voting of its capital stock Equity Interests; (r) experienced any material Loss (whether or other equity securities not covered by insurance) to any of its assets or warrants, options properties; (s) made or other rights agreed to acquire its capital stock make any write-off or other equity securitieswrite-down, or any bonds determination to write-off or debt securities; or (e) made any capital investment inwrite-down, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction withrevalue, any of its directorsassets and properties (including notes or accounts receivables), officersor change in any respect any reserves associated therewith, and employees outside the ordinary course of businessor waive or release any right or claim, other than re-evaluations due to exchange rate fluctuations; (ht) made delayed or postponed any material change in employment terms (including compensation) for any repair or maintenance of its directorsproperties or the payment of accounts payable, officers accrued liabilities and other obligations and Liabilities outside the Ordinary Course of Business; (u) instituted or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) settled any claim or lawsuit involving equitable or injunctive relief or the grant of severance payment by or termination pay to any director, officer, or employee on behalf of the Company or any Subsidiary; (ii) execution Acquired Companies of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or more than $25,000; (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any a material change in any method of accounting its Tax principles, methods, policies or accounting principles elections, or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return; (w) entered into any Tax closing agreement, settled any material Tax claim or assessment relating to the Acquired Companies; (ivx) changed surrendered any methods right to claim a refund of reporting income Taxes; (y) consented to any extension or deductions for federal income tax purposeswaiver of the limitation period applicable to any Tax claim or assessment relating to the Acquired Companies; (z) failed to pay any material amount of Taxes when they became due and payable; or (oaa) agreed or committed or agreed in writing, orally or otherwise to do any of the foregoing, other than pursuant to this Agreement or any Ancillary Documents, including the Restructuring and the actions required under Sections 7.11, 7.12 and 7.13.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.06 and except Section 3.07 of the Company Disclosure Letter, or as contemplated by this Agreementa result of, from COVID-19 or COVID-19 Measures, since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofLatest Balance Sheet, (i) the Company and its Subsidiaries Entities have conducted operated their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred businesses in the ordinary course of business, liabilities and (ii) none of the Company Entities has: (a) incurred, created, paid or repaid any Indebtedness for borrowed money (other than ordinary course repayments under contracts the Credit Facility); (b) amended its Organizational Documents; (c) entered into any Material Contract other than a purchase order entered into in the ordinary course of business and borrowings from banks (business, or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgagedaccelerated, pledged amended, materially modified, cancelled, terminated or subjected granted any material waiver or release with respect to any LienMaterial Contract other than a modification, charge waiver or other encumbrance, release of or with respect to any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value purchase order in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issuedeffected any restructuring, sold reorganization or transferred any of its capital stock complete 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; orpartial liquidation; (e) made subjected any capital investment inof its material properties or material assets to any Lien, or any loan to, any other Person (other than a Subsidiary of the Company)except for Permitted Liens; (f) settled or otherwise compromised any material Action or threatened Action for an amount in excess of $150,000; (g) acquired any business (in any form of transaction); (i) declared, set aside or made any payment or distribution of property to the Company’s equityholders with respect to such equityholder’s Equity Securities, (ii) purchased, redeemed or otherwise acquired any Equity Securities (other than of wholly-owned Subsidiaries) or (iii) issued or sold any of its Equity Securities or any instruments convertible into Equity Securities; (i) sold, assigned, leased, licensed or otherwise transferred any of its tangible assets, except for sales of inventory in the ordinary course of business for fair value; (j) sold, transferred, assigned, or licensed to a third party, or abandoned or permitted to lapse or expire any material Intellectual Property Rights owned by a Company Entity (other than non-exclusive licensing of Intellectual Property Rights in the ordinary course of business); (k) directly or indirectly engaged in any transaction, arrangement or contract with any Affiliate of any Company Entity or any officer, manager, member, partner, direct or indirect equityholder or other insider of any Affiliate of any Company Entity, except for the payment of compensation or benefits in the ordinary course of business to any such Person who is an employee of any Company Entity or with respect to any Employee Benefit Plan; (l) except for actions taken in the ordinary course of business or pursuant to the terms of any Employee Benefit Plan or applicable Law, established, materially amended or terminated any material Employee Benefit Plan or adopted any new material Employee Benefit Plan (or any plan, policy, program, contract, agreement or arrangement that would constitute a material Employee Benefit Plan if it were in existence on the date hereof); (m) changed any annual accounting period, adopted or changed any method of accounting or accounting practices, estimation techniques, assumptions, policies or principles theretofore adopted or followed, except as required by GAAP or applicable Law and reflected in a note to the Financial Statements, or reversed any accruals or reserves; (n) implemented any material group employee layoffs; (o) made capital expenditures or commitments therefor in excess of that deviate from the annual capital expenditures budget for the Company Entities made available to Buyer by more than $250,000 individually or in excess of $1,000,000 in the aggregate; (gp) made any loan loans or advances to, guarantees for the benefit of or entered into any Investments in any Person, other transaction with, than advances to any employee of its directors, officers, and employees outside the Company Entities in the ordinary course of business; (h) made any material change business and not in employment terms (including compensation) for any excess of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) individually or $250,000 in the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006aggregate; (i) made, changed or rescinded any material Tax accounting method, accounting period, policy or election, (ii) filed any material amended its certificate Tax Return, (iii) filed or taken any material position on any Tax Return in a manner inconsistent with past practice, (iv) entered into any Tax closing agreement, (v) settled or compromised any Tax Action, (vi) consented to any extension or waiver of incorporationthe limitations period applicable to any material Tax Action, bylaws (vii) requested or entered into any ruling with respect to Taxes, (viii) surrendered any right to claim a material refund, offset or other similar constituent documentsreduction in Taxes, or (ix) failed to timely file (including allowable extensions) any material Tax Return relating to any Company Entity (and the Seller in respect of the Company Entities); (ji) made materially increased the annual compensation or benefits payable to any material change in any method of accounting its current or accounting principles former directors, officers, employees or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Planother individual service providers, except as contemplated by this Agreement may be required under existing employment agreements, CBAs or Employee Benefit Plans or with respect to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than general merit based increases in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxesbusiness and consistent in magnitude with past practice, (ii) settled hired any new employees or compromised engaged any claimnew individual independent contractors, action, suit, litigation, proceeding, arbitration, investigation, audit unless such hiring or controversy relating engagement was in the ordinary course of business and was with respect to Taxesemployees or contractors having an annual base salary or fee not reasonably expected to exceed $200,000, (iii) filed taken any amended Tax Returnaction to accelerate the payment, funding, right to payment or vesting of any compensation or benefits payable to any directors, officers, employees or other individual service providers under any Employee Benefit Plan (except pursuant to the terms of any Employee Benefit Plan, CBA or applicable Law), or (iv) changed terminated the employment or service of any methods employee or other individual service provider of reporting income any Company Entity with an annual base salary or deductions for federal income tax purposesfee that exceeds $200,000; or (os) authorized, committed or agreed agreed, whether orally or in writing, orally or otherwise to do any of the foregoing. From the date of the Latest Balance Sheet through the date hereof, none of the Company Entities has experienced any loss or damage to property, whether or not covered by insurance, in excess of $250,000.

Absence of Certain Developments. Except for transactions contemplated ------------------------------- by this Agreement or as set forth on Schedule 4.06 and except as contemplated by this Agreementthe attached Dade Developments Schedule, from -------------------------- since the date of the First Fiscal Quarter 2007 Financial Statements to Dade Latest Balance Sheet, none of the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries Dade Entities has: (a) borrowed mortgaged or pledged any amount of its properties or incurred assets or become subject subjected them to any liabilities Lien except Dade Permitted Liens; (b) sold, assigned, licensed (as licensor), disposed or permitted any other Person to use any of its tangible assets (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into ) having a fair market value in excess of $1,034,000 in the ordinary course of business and borrowings from banks (aggregate, or similar financial institutions) necessary canceled without fair consideration any debts or claims owing to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liensheld by it; (c) sold, assigned assigned, licensed (as licensor), disposed of or transferred any portion of its tangible Permits, Dade Proprietary Rights or other intangible assets with having a fair market value in excess of $250,000 individually 1,034,000 in the aggregate, or disclosed any proprietary confidential information to any Person except to Hoechst and its representatives herewith or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issuedsuffered any damage, sold destruction or transferred any casualty loss to its tangible assets of its capital stock the Dade Business in excess of $1,034,000, whether 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; ornot covered by insurance; (e) made suffered any capital investment in, extraordinary losses or canceled or waived any loan to, any other Person (other than rights having a Subsidiary value in excess of $1,034,000 in the Company)aggregate; (f) made any capital expenditures loans or commitments therefor advances to, guarantees for the benefit of, or any investments in, any Persons in excess of $250,000 individually or in excess of $1,000,000 1,034,000 in the aggregate; (g) made instituted or settled any loan to, claim or entered into any other transaction with, any of its directors, officers, and employees outside lawsuit involving equitable or injunctive relief or more than $1,034,000 in the ordinary course of businessaggregate; (h) made except (i) in ordinary course of business or (ii) as would otherwise be permitted in 5.9(k) below, entered into, amended, modified or supplemented any Contract with any of its officers, directors, equity holders, agents or its or their affiliates, or with any family member of any such individual, or with any entity in which any such person or individual owns a beneficial interest; (i) entered into any other Contracts involving liabilities or obligations in excess of $1,034,000; (j) accelerated, terminated, modified or canceled any Contracts involving more than $1,034,000; (k) entered into any employment contract (including with an independent contractor) involving more than $414,000 or collective bargaining agreement, written or oral (other than any oral contract for employment at the will of Dade), or modified in any material change in employment respect the terms of any existing such contract or agreement; (including compensationl) adopted, amended, modified or terminated any bonus, profit- sharing, incentive, benefit, welfare, severance or other plan, Contract or commitment for the benefit of any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including and employees; (m) except (i) for the grant of severance ordinary course salary increases and bonuses paid consistent with past practice and as contemplated by the current business plan or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution as required by pre-existing Contracts, made or granted any bonus or any wage or salary increase to any employee or group of employees, or made or granted any employment, deferred compensation increase in any vacation or sick pay policy; (n) engaged in any promotional sales or discount or other similar agreement (or any amendment to any such existing agreement) activity with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts customers other than in the ordinary course of business; (mo) incurred instituted or permitted any losschange involving more than $1,034,000 in the conduct of the Dade Business, destruction or casualty affecting the Company or any significant change in its method of its Subsidiaries not covered by insurancemanufacturing, purchase, distribution, sale, lease, management, marketing, promotion or operation; (n) (ip) made any change in any method of accounting or revoked accounting policies, other than those required by GAAP and which have been disclosed in writing to Hoechst; (q) entered into any election relating to Taxes, transaction other than in the ordinary course of business or any other transaction involving more than $1,034,000 (ii) settled whether or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods not in the ordinary course of reporting income or deductions for federal income tax purposesbusiness); or (or) agreed or committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from (a) Since the date of the First Fiscal Quarter 2007 Financial Statements to Latest Balance Sheet, except for the date hereofpayment of $15,000 in professional fees, (i) Advisors has operated the Company and its Subsidiaries have conducted their respective business Business only in the ordinary course of business consistent with past practice and with the Advisors Governing Documents, and has not directly or indirectly: (including with respect to the collection of accounts receivable and payment of accounts payablei) amended any Advisors Governing Document; (ii) there has not been a Material Adverse Effect, and issued any partnership interest; (iii) neither the Company nor declared, paid or set aside any sum for any distributions of any kind (including without limitation cash, accounts receivable or leasehold improvements) to any of its Subsidiaries has:partners, or made any direct or indirect redemption, retirement, purchase or other acquisition of any partnership interest; provided, however, that this clause (iii) will not be deemed breached by Advisors' payment of rent in accordance with the terms of its existing lease as disclosed to Purchaser, nor by Advisors' distribution of profits for 1997 and 1998 up to the Closing Date, so long as Advisors retains at least $165,000 of capital as of the Closing Date; (aiv) borrowed made any amount change in its accounting methods or incurred practices; (v) made any loan or become subject advance to any liabilities (other than liabilities incurred in Person outside the ordinary course of business, liabilities under contracts or made any loan or advance to any Affiliate; (vi) acquired all or any substantial part of the assets, securities or business of any other Person; or (vii) entered into in any Contract to do any of the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements);foregoing. (b) mortgagedExcept as set forth on Schedule 3.8 hereto, pledged or subjected to any Liensince the date of the Latest Balance Sheet there has been no material adverse change in the financial condition, charge or other encumbranceoperating results, any material portion of its assets, except Permitted Liens;customer relations, employee relations or business prospects of the Business and, without limiting the foregoing, Advisors has not directly or indirectly: (ci) soldincurred any Indebtedness or entered into any commitment to borrow money or any contingent obligation, assigned or transferred incurred or assumed any portion Liability or series of its tangible assets with a value related Liabilities not set forth in Schedule 3.10 and in excess of $250,000 individually 10,000 singly or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 75,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting its business policies or accounting principles practices, including, without limitation, commission or fee structures; (iii) suffered any damage, destruction, casualty or loss, whether or not covered by insurance, affecting any of its property; (iv) allowed the creation of any Lien on any of its tangible or intangible assets, or any sale, transfer, assignment, lease or abandonment of any interest in any of its tangible or intangible assets, other than sales, transfers, assignments and leases in the ordinary course of business consistent with past practice; (v) terminated, failed to renew, received any written notice (that was not subsequently withdrawn) to terminate or fail to renew, amended, altered, modified, suffered the occurrence of any default under, failed to perform any Liabilities or obligations under, or waived or released any rights under, any Contract which is material to the Business; (vii) forgiven or permitted any cancellation of any claim, debt or account receivable, other than cancellations in the ordinary course of business consistent with past practice of any claim, debt or account receivable in an amount below $1,000; (viii) made any payment, discharge or satisfaction of any Liability in excess of $5,000 before the same became due in accordance with its terms; (ix) hired any new employees, consultants, agents or other representatives or entered into any employment or consulting agreements, or terminated, or made any change in revenue recognition practicethe employment terms or conditions of, any officers, directors, employees, consultants, agents or other representatives, provided, however, that no disclosure need be made hereunder if Advisors collectively have hired ten or fewer such persons since the date of the Latest Balance Sheet and none of them is being paid at a rate in excess of $75,000 per year; (kx) adoptedincreased or agreed to increase any salary, entered intowages, amendedbonus, altered severance, compensation, pension or terminated (partially or completely) any Plan, except as contemplated by this Agreement other benefits payable or to the extent required by applicable Laws; (l) terminated become payable, or otherwise amended granted any material Company Contracts other than in the ordinary course of business; (m) incurred any lossseverance or termination payments or benefits, destruction or casualty affecting the Company or to any of its Subsidiaries not covered by insurance; (n) (i) made current or revoked any election relating to Taxesformer officers, (ii) settled directors, employees, consultants, agents or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Returnother representatives, or (iv) changed amended any methods of reporting income or deductions for federal income tax purposesPlan in any respect; or (oxi) committed entered into any Contract, commitment or agreed in writing, orally or otherwise transaction to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date in Section 3.27 of the First Fiscal Quarter 2007 Financial Statements to PSR Disclosure Schedule, since December 31, 2002, neither PSR Recruiting, PSR Holdings nor the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries Partnership has: (a) issued any stock, bonds, corporate securities or partnership interests or any right, options or warrants with respect thereto other than the initial stock issuance of PSR Holdings; (b) borrowed any amount amount, obtained any letters of credit or incurred or become subject to any liabilities (other than liabilities incurred in excess of $25,000 in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liensaggregate; (c) discharged or satisfied any lien or Encumbrance or paid any obligation or liability, other than current liabilities paid in the Ordinary Course of Business and other than current federal income Tax liabilities; (d) declared or made any payment or distribution of cash or other property to stockholders or partners with respect to its stock or partnership interests, or purchased or redeemed any shares of its capital stock or partnership interests; (e) mortgaged or pledged any of its Assets or Properties, or subjected them to any lien, charge or any other Encumbrance, except liens for current property Taxes not yet due and payable; (f) sold, leased, subleased, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually Assets or in excess of $1,000,000 Properties, except in the aggregate outside the ordinary course Ordinary Course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securitiesBusiness, or cancelled any bonds debts or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregateclaims; (g) made any loan tochanges in any employee compensation, severance or termination agreement, commitment or transaction other than routine salary increases consistent with past practice, paid any bonuses, or entered into offer employment to any individuals other transaction with, any than in the Ordinary Course of its directors, officers, and employees outside the ordinary course of businessBusiness; (h) made entered into any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officertransaction, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under modified any existing severance or termination pay policies or employment agreements; transaction (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees the aggregate consideration for which is in excess of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006$25,000); (i) amended its certificate of incorporationsuffered any damage, bylaws destruction or other similar constituent documentscasualty loss, whether or not covered by insurance; (j) made any material change capital expenditures, additions or improvements or commitments for the same, except those made in any method the Ordinary Course of accounting or accounting principles or practice or made any change Business which in revenue recognition practicethe aggregate do not exceed $25,000; (k) adoptedentered into any transaction or operated its business, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to not in the extent required by applicable LawsOrdinary Course of Business; (l) terminated made any change in its accounting methods or otherwise amended any material Company Contracts practices or ceased making accruals for Taxes, obsolete inventory, vacation and other than in the ordinary course of businesscustomary accruals; (m) incurred any lossceased from reserving cash to pay Taxes, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insuranceprincipal and interest on borrowed funds, and other customary expenses and payments; (n) (i) caused to be made any reevaluation of any of its Assets or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; orProperties; (o) committed caused to be entered into any amendment or agreed termination of any lease, customer or supplier contract or other material contract or agreement to which it is a party, other than in writingthe Ordinary Course of Business; (p) made any material change in any of its business policies, orally including, without limitation, advertising, distributing, marketing, pricing, purchasing, personnel, sales, returns, budget or otherwise product acquisition or sale policies; (q) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to its business or its financial condition; (r) permitted to occur or be made any other event or condition of any character which has had a Material Adverse Effect on it; (s) waived any rights material to its financial or business condition; (t) made any illegal payment or rebates; (u) entered into any agreement to do any of the foregoing; (v) incurred any bad debt expenses; or (w) made or changed any election in respect of Taxes, amended any Return, adopted or changed any accounting method in respect of Taxes, entered into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement, settlement or compromise of any claim or assessment in respect of Taxes, or consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes with any Governmental or Regulatory Authority or otherwise.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this AgreementSince the 2004 Fiscal Year End, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a any Material Adverse EffectEffect and, and (iii) neither the Company nor any of its Subsidiaries hasexcept as set forth in Schedule 4.8: (a) borrowed none of the Companies has sold, leased, licensed, transferred or assigned any amount of its assets, tangible or incurred or become subject to any liabilities (intangible, other than liabilities incurred (i) for a fair consideration in the ordinary course Ordinary Course of business, liabilities under contracts entered into in the ordinary course Business or (ii) transactions involving assets with an aggregate market value of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)less than $100,000; (b) mortgagedexcept as covered under subsection (a) above, pledged none of the Companies has entered into any Contract (or subjected to any Lien, charge series of related Contracts) either involving more than $100,000 or other encumbrance, any material portion outside the Ordinary Course of its assets, except Permitted LiensBusiness; (c) soldno party (including any Company) has accelerated, assigned suspended, terminated, modified or transferred canceled any portion Contract to which any Company is a party or by which any of its tangible assets with them is bound that would have been a value in excess Material Contract at the time of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of businessany such action; (d) no Encumbrance has been imposed on any assets of any Company except Permitted Encumbrances; (e) except as disclosed on Schedule 4.8(e), none of the Companies has made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 or outside the Ordinary Course of Business; (f) none of the Companies has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans and acquisitions) either involving more than $100,000 or outside the Ordinary Course of Business or acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any Person; (g) none of the Companies has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money (including advances on existing credit facilities) or Capital Lease either involving more than $50,000 individually or $100,000 in the aggregate; (h) none of the Companies has delayed, postponed or accelerated the payment of accounts payable or other Liability or the receipt of any accounts receivable, in each case outside the Ordinary Course of Business; (i) none of the Companies has canceled, compromised, waived or released any right or claim (or series of related rights or claims) either involving more than $50,000 or outside the Ordinary Course of Business; (j) there has been no change made or authorized in the Organizational Documents of any Company; (k) none of the Companies has issued, sold or transferred otherwise disposed of any of its capital stock or equity interests, or granted any options, warrants or other equity securitiesrights to purchase or obtain (including upon conversion, securities convertible into exchange or exercise) any of its capital stock; (l) none of the Companies has declared, set aside or paid any dividend or made any distribution with respect to its capital stock or other equity securities interests (whether in cash or warrantsin kind) or redeemed, options purchased or other rights to acquire otherwise acquired any of its capital stock or other equity securitiessplit, combined or reclassified any bonds or debt securities; or (e) made any outstanding shares of its capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company)stock; (fm) made none of the Companies has experienced any capital expenditures material damage, destruction or commitments therefor in excess of $250,000 individually loss (whether or in excess of $1,000,000 in the aggregatenot covered by insurance) to its property; (gn) made any loan to, or none of the Companies has entered into any other transaction withemployment or collective bargaining agreement, written or oral, or modified the terms of any of its directors, officers, and employees outside the ordinary course of businesssuch existing agreement; (ho) none of the Companies has granted any increase in the base compensation or made any material other change in employment terms (including compensation) for of any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) outside the grant Ordinary Course of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006Business; (ip) amended its certificate none of incorporationthe Companies has adopted, bylaws amended, modified or other similar constituent documentsterminated any Plan (or taken any such action with respect to any Plan); (jq) made none of the Companies has discharged or satisfied any material change Encumbrance or paid any liability, in each case with a value in excess of $50,000 individually or $100,000 in the aggregate, other than current liabilities paid in the Ordinary Course of Business; (r) none of the Companies has disclosed to any method Person other than Buyer Parties, Seller and Guarantor, and their respective authorized representatives any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of accounting or accounting principles or practice or such information; (s) none of the Companies has made any change in revenue recognition practice; (k) adopted, entered into, amended, altered accounting principles or terminated (partially or completely) any Planpractices from those utilized in the preparation of the March Financial Statements, except as contemplated required by this Agreement or any Law first becoming effective as of a date subsequent to the extent required by applicable Laws;March Balance Sheet Date; and (lt) terminated or otherwise amended any material Company Contracts other than in none of the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating Companies has committed to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do take any of the foregoingactions described in this Section 4.8.

Absence of Certain Developments. Except as set forth on Schedule 4.06 expressly contemplated by this Agreement, since the Balance Sheet Date: (i) the Company and Educationcity-US have conducted their business only in the Ordinary Course of Business; (ii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect; and (iii) except as contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries Educationcity-US has: (a) borrowed any amount or incurred or become subject to any liabilities material Liabilities (other than liabilities whether or not of the type required under GAAP to be reflected on a balance sheet or the notes thereto) except Liabilities incurred in the ordinary course Ordinary Course of business, liabilities Business and Liabilities under contracts entered into in the ordinary course Ordinary Course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)Business; (b) mortgaged, pledged or subjected any portion of its assets to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted LiensLiens for current property taxes not yet due and payable; (c) terminated, or had terminated by any other party thereto, any material Contract or any Contract with any customer; (d) satisfied or discharged any material Lien or paid any material obligation, except for in the Ordinary Course of Business; (e) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 except in the aggregate outside the ordinary course Ordinary Course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company)Business; (f) sold, assigned, licensed (other than to a customer in the Ordinary Course of Business), abandoned, transferred, encumbered or otherwise disposed of any material Intellectual Property, Technology or any other material intangible assets; (g) suffered any extraordinary losses or waived any rights of material value; (h) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 25,000.00 per year; including (i) the grant of severance expenditure or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006commitment; (i) amended its certificate of incorporationmade or rescinded any election or settled or compromised any claim, bylaws or other similar constituent documentsin each case, relating to Taxes; (j) entered into or made any material change in any method of accounting Plans, compensation arrangements or accounting principles agreements with any employee, officer or practice or made any change in revenue recognition practicedirector; (k) adoptedmade any change in accounting or Tax reporting principles, entered into, amended, altered methods or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws;policies; or (l) terminated made any loans, advances or otherwise amended guarantees to or for the benefit of any material Company Contracts employee or any members of their immediate families, other than advances made in the ordinary course Ordinary Course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoingBusiness.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this AgreementSCHEDULE 3.27, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofsince December 31, (i) 2003, the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries hasnot: (a) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (b) borrowed any amount amount, obtained any letters of credit or incurred or become subject to any liabilities (other than liabilities incurred in excess of $25,000 in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liensaggregate; (c) discharged or satisfied any lien or Encumbrance or paid any obligation or liability, other than current liabilities paid in the Ordinary Course of Business and other than current Tax liabilities; (d) declared or made any payment or distribution of cash or other property to Shareholders with respect to its stock, or purchased or redeemed any shares of its capital stock; (e) mortgaged or pledged any of its Assets or Properties, or subjected them to any lien, charge or any other Encumbrance, except Permitted Encumbrances; (f) sold, leased, subleased, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually Assets or in excess of $1,000,000 Properties, except in the aggregate outside the ordinary course Ordinary Course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securitiesBusiness, or cancelled any bonds debts or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregateclaims; (g) made any loan tochanges in any employee compensation, severance or entered into termination agreement, commitment or transaction other than routine salary increases consistent with past practice or offered employment to any other transaction with, any of its directors, officers, and employees outside the ordinary course of businessindividuals; (h) made entered into any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officertransaction, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under modified any existing severance or termination pay policies or employment agreements; transaction (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees the aggregate consideration for which is in excess of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006$25,000); (i) amended its certificate of incorporationsuffered any damage, bylaws destruction or other similar constituent documentscasualty loss, whether or not covered by insurance; (j) made any material change capital expenditures, additions or improvements or commitments for the same, except those made in any method the Ordinary Course of accounting or accounting principles or practice or made any change Business which in revenue recognition practicethe aggregate do not exceed $25,000; (k) adoptedentered into any transaction or operated the Company's business, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to not in the extent required by applicable LawsOrdinary Course of Business; (l) terminated made any change in its accounting methods or otherwise amended any material Company Contracts practices or ceased making accruals for Taxes, obsolete inventory, vacation and other than in the ordinary course of businesscustomary accruals; (m) incurred any lossceased from reserving cash to pay Taxes, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insuranceprincipal and interest on borrowed funds, and other customary expenses and payments; (n) caused to be made any reevaluation of any of its Assets or Properties; (io) caused to be entered into any amendment or termination of any lease, customer or supplier contract or other material contract or agreement to which it is a party, other than in the Ordinary Course of Business; (p) made any material change in any of its business policies, including, without limitation, advertising, distributing, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition or sale policies; (q) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the Company's business or its financial condition; (r) permitted to occur or be made any other event or condition of any character which has had a Material Adverse Effect on it; (s) waived any rights material to its financial or business condition; (t) made any illegal payment or rebates; (u) made or revoked changed any material election relating to in respect of Taxes, (ii) settled or compromised amended any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, adopted or (iv) changed any methods accounting method in respect of reporting income Taxes, entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or deductions for federal income tax purposesclosing agreement, settlement or compromise of any claim or assessment in respect of Taxes, or consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes with any Governmental or Regulatory Authority or otherwise; or (ov) committed or agreed in writing, orally or otherwise entered into any agreement to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except disclosed in the Company Financial Statements or as otherwise contemplated by this Agreement, from since the date of the First Fiscal Quarter 2007 Financial Statements to Company Latest Balance Sheet, the date hereofCompany has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the Company, (ii) any event that could reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, (iii) any material change by the Company and in its Subsidiaries have conducted their respective business accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common stock of the Company or any redemption, purchase or other acquisition of any of the Company’s securities, (v) other than in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effectpractice, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount increase in the compensation or incurred benefits payable or to become subject payable to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee directors of the Company or any Subsidiary; (iib) execution the establishment of any employmentbonus, severance, deferred compensation compensation, pension, retirement, profit sharing, stock option, stock purchase or other similar agreement employee benefit plan of the Company, (vi) other than issuances of stock options pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) (or shares of Company Common Stock in connection with the exercise of any stock options) and in connection with the Private Placement, 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) other than as contemplated by Section 3.1 hereof, any amendment to any such existing agreement) with any director, officer the certificate of incorporation or employee bylaws of the Company or any Subsidiary; Company, (iiiviii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; business consistent with past practice, any (mw) capital expenditures by the Company, (x) purchase, sale, assignment or transfer of any material assets by the Company, (y) 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, have a Material Adverse Effect on the Company or the Surviving Company, or (z) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred any lossin the ordinary course of business consistent with past practice, (x) damage, destruction or casualty affecting the Company similar loss, whether or any of its Subsidiaries not covered by insurance; (n) (i) made , materially affecting the business or revoked any election relating to Taxesproperties of the Company, (iixi) settled other than in connection with the Private Placement and this Agreement, entry into any agreement, contract, lease or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxeslicense other than in the ordinary course of business consistent with past practice, (iiixii) filed any amended Tax Returntermination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any loan in excess of $10,000 with any officers or directors of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (ivxvi) changed any methods of reporting income negotiation or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise agreement by the Company to do any of the foregoingthings described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except for transactions contemplated ------------------------------- by this Agreement or as set forth on Schedule 4.06 and except as contemplated by this Agreementthe attached Hoechst Developments Schedule, from ----------------------------- since the date of the First Fiscal Quarter 2007 Financial Statements to Latest Balance Sheet, none of the date hereof, Hoechst Entities has (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has:Business): (a) borrowed mortgaged or pledged any amount of its properties or incurred assets or become subject subjected them to any liabilities Lien except Permitted Liens; (b) sold, assigned, licensed (as licensor), disposed or permitted any other Person to use any of its tangible assets (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into ) having a fair market value in excess of $500,000 in the ordinary course of business and borrowings from banks (aggregate, or similar financial institutions) necessary canceled without fair consideration any debts or claims owing to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liensheld by it; (c) sold, assigned assigned, licensed (as licensor), disposed of or transferred any portion of its tangible Permits, Proprietary Rights or other intangible assets with having a fair market value in excess of $250,000 individually 500,000 in the aggregate, or disclosed any proprietary confidential information to any Person except to Dade and its representatives herewith or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issuedsuffered any damage, sold destruction or transferred any casualty loss to its tangible assets of its capital stock the Business in excess of $500,000, whether 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; ornot covered by insurance; (e) made suffered any capital investment in, extraordinary losses or canceled or waived any loan to, any other Person (other than rights having a Subsidiary value in excess of $500,000 in the Company)aggregate; (f) made any capital expenditures loans or commitments therefor advances to, guarantees for the benefit of, or any investments in, any Persons in excess of $250,000 individually or in excess of $1,000,000 500,000 in the aggregate; (g) made instituted or settled any loan to, claim or entered into any other transaction with, any of its directors, officers, and employees outside lawsuit involving equitable or injunctive relief or more than $500,000 in the ordinary course of businessaggregate; (h) made except (i) in the ordinary course of business or (ii as would otherwise be permitted in Section 4.9(k) below, entered into, amended, modified or supplemented any Contract with any of its officers, directors, equity holders, agents or its or their affiliates, or with any family member of any such individual, or with any entity in which any such person or individual owns a beneficial interest; (i) entered into any other Contracts involving liabilities or obligations in excess of $500,000; (j) accelerated, terminated, modified or canceled any Contracts involving more than $500,000; (k) entered into any employment contract (including with an independent contractor) involving more than $200,000 or collective bargaining agreement, written or oral (other than any oral contract for employment at the will of Hoechst), or modified in any material change in employment respect the terms of any existing such contract or agreement; (including compensationl) adopted, amended, modified or terminated any bonus, profit- sharing, incentive, benefit, welfare, severance or other plan, Contract or commitment for the benefit of any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including and employees; (m) except (i) for ordinary course salary increases and bonuses paid consistent with past practice and as contemplated by the grant of severance current business plan or termination pay (ii as required by pre-existing Contracts, made or granted any bonus or any wage or salary increase to any director, officeremployee or group of employees, or employee of the Company made or granted any Subsidiary; increase in any vacation or sick pay policy; (iin) execution of engaged in any employment, deferred compensation promotional sales or discount or other similar agreement (or any amendment to any such existing agreement) activity with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts customers other than in the ordinary course of business; (mo) incurred instituted or permitted any losschange involving more than $500,000 in the conduct of the Business, destruction or casualty affecting the Company or any significant change in its method of its Subsidiaries not covered by insurancemanufacturing, purchase, distribution, sale, lease, management, marketing, promotion or operation; (n) (ip) made any change in any method of accounting or revoked accounting policies, other than those required by GAAP and which have been disclosed in writing to Dade; (q) entered into any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods transaction other than in the ordinary course of reporting income or deductions for federal income tax purposesbusiness involving more than $500,000; or (or) agreed or committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreementthe Developments Schedule, from since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofLatest Balance Sheet, (i) the Company and its Subsidiaries have conducted their respective business only in the ordinary course of business in a manner consistent with past practice and there has not been any event or circumstance that has had a Material Adverse Effect. Except as set forth on the Developments Schedule and except as expressly contemplated by this Agreement, since the date of the Latest Balance Sheet, there has not been, occurred or arisen any of the following: (a) any capital expenditure or commitment by the Company or any Subsidiary exceeding $200,000 individually or $1,000,000 in the aggregate not provided for in the Company's 2006 capital expenditure budget (the "2006 Capital Budget"); (b) except as required by GAAP or applicable Law, any material change to the Company's or any of its Subsidiaries' accounting policies or procedures or a revaluation by the Company or any Subsidiary of any of its assets, properties or business; (c) any acquisition or disposition by the Company or any of its Subsidiaries of any asset or property (excluding capital expenditures and excluding obsolete/slow moving inventory) having a value in excess of $100,000, outside the ordinary course of business consistent with past practices; (d) any entry by the Company or any of its Subsidiaries into any material transaction that would result in payments by or to the Company or any of its Subsidiaries in excess of $100,000 per annum, other than in the ordinary course of business consistent with past practice; (e) any Lien on any material assets or properties, tangible or intangible, other than in the ordinary course of business consistent with past practice except for Liens for Taxes not yet delinquent; (including with respect f) any waiver, release or assignment of rights or cancellation of debt in excess of $50,000; (g) any issuance or sale, or contract to issue or sell, by the collection Company of accounts receivable and any shares of Common Stock or other capital stock or securities convertible into, or exercisable or exchangeable for, shares of Common Stock or other capital stock, or any securities, warrants, options or rights to purchase any of the foregoing; (h) any declaration, setting aside or payment of accounts payablea dividend or other distribution (whether in cash, stock or property) in respect of any Common Stock, or any split, combination or reclassification in respect of any shares of Common Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Common Stock, or any direct or indirect repurchase, redemption or other acquisition by the Company of any shares of Common Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor); (i) any increase (whether in cash, stock or property) in the base salary or other compensation payable or to become payable by the Company or any Subsidiary to any of their respective officers, directors or employees (except in the case of officers and employees for annual or periodic increases made in the ordinary course of business consistent with past practices not exceeding $2,500 individually or $25,000 in the aggregate), (ii) there has not been a Material Adverse Effectany adoption of, and or (except as required by Law) amendment materially increasing payments to or benefits under, any savings, insurance, pension, retirement or other employee benefit plan, or (iii) neither the declaration, payment or commitment or obligation of any kind for the payment by the Company nor or any Subsidiary of a severance payment, termination payment, bonus, profit sharing, deferred compensation or other additional salary or compensation to any such Person, other than (x) pursuant to the terms of any existing written agreement or plan or (y) annual or periodic increases made in the ordinary course of business consistent with the Company's or such Subsidiary's past practice, not exceeding $2,500, individually or $25,000 in the aggregate; (j) any incurrence by the Company or any of its Subsidiaries has: of any material obligations or material liabilities, whether absolute, accrued, contingent or otherwise (a) borrowed any amount including without limitation, liabilities as guarantor or incurred or become subject otherwise with respect to any liabilities (obligations of others), other than obligations and liabilities incurred in the ordinary course of business, business consistent with past practice and other than obligations or liabilities imposed expressly under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)this Agreement; (bk) mortgagedthe commencement, pledged settlement, notice or, to the knowledge of the Company, threat of any lawsuit or subjected to any Lien, charge proceeding or other encumbranceinvestigation against the Company or any Subsidiary or seeking damages in excess of $100,000 per occurrence or $250,000 in the aggregate, seeking any material portion of its assets, except Permitted Liensequitable or injunctive relief; (cl) sold, assigned any damage to or transferred destruction or loss of any portion asset or property of its tangible assets the Company or any Subsidiary not covered by insurance with a an aggregate value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business100,000; (m) incurred termination (or written notice of planned termination) of (i) any losscontract or agreement with any customers of the Company or its Subsidiaries representing, destruction in the aggregate, $500,000 or casualty affecting more of the consolidated revenues of the Company during the twelve months ended December 31, 2005 or (ii) any contract or agreement pursuant to which the Company or any of its Subsidiaries not covered by insuranceis or was licensed to use any Licensed Intellectual Property material to, or necessary for the conduct of, the business of the Company and Subsidiaries; (n) any material malfunction with respect to the IT Systems that has not been remedied or replaced in all material respects; (io) made any event that could reasonably be expected to prevent or revoked materially delay the performance of the Company's obligations pursuant to this Agreement or the consummation of the Merger by the Company; (p) any election relating amendment to Taxesthe Company Charter Documents; (q) any material Tax election, (ii) settled any change in annual Tax accounting period, any adoption or compromised change of any claimmethod of Tax accounting, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any filing of an amended Tax Return, execution of a closing agreement, settlement of a Tax claim or (iv) changed assessment, the surrender of any methods right to claim a Tax refund, consent to the extension or waiver of reporting income the limitations period applicable to any Tax claim or deductions for federal income tax purposes; or (o) committed assessment, the taking or agreed in writingthe omission to take any other action, orally if any such action or otherwise to do omission would have the effect of materially increasing the Tax liability or reducing any Tax Asset, of the Company, any of the foregoing.its Subsidiaries, Purchaser or any affiliate of Purchaser. For purposes of this Agreement, "Tax Asset" shall mean any net operating loss, net capital loss, investment Tax credit, or any other credit or Tax attribute which could reduce Taxes (including, without limitation, deductions and credits related to alternative minimum Taxes); and

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date Section 3.7 of the First Fiscal Quarter 2007 Financial Statements to Sellers’ Disclosure Schedule, since October 31, 2015: (a) The Division has conducted the date hereof, (i) the Company and its Subsidiaries have conducted their respective business Business only in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)practice; (b) mortgagedThe Division has not suffered any damage, pledged destruction or subjected to any Liencasualty loss, charge whether or other encumbrancenot covered by insurance, or experienced any material portion changes in the amount and scope of its assets, except Permitted Liensinsurance coverage; (c) soldThere has occurred no fact, assigned event, condition or transferred any portion of its tangible assets with a value in excess of $250,000 circumstance which, individually or in excess the aggregate, has had or would reasonably be expected to have a material adverse effect on the Business, results of $1,000,000 in operations or condition (financial or otherwise) of the aggregate outside Division or the ordinary course value of businessthe Purchased Assets; (d) issuedThe Division has used its best efforts to preserve its relationships with its customers, sold or transferred any of its capital stock or other equity securitiesworkforce, securities convertible into its capital stock or other equity securities or warrantssuppliers, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; orand others having business dealings with the Business; (e) The Division has not failed to maintain in all material respects the Division’s books and records in accordance with good business and bookkeeping practices or made any change in annual accounting period or any method of accounting, pension, actuarial or accounting practice, policy, principle or procedure, except as required by applicable Law; (f) The Division has not incurred, authorized or committed to make any capital expenditure except in the ordinary course related to equipment to be rented to customers; (g) The Division has not incurred, authorized or committed to take any action that would result in a material increase in its Liabilities; (h) The Division has not made any capital investment in, any loan to or any acquisition of the securities or assets of, any other Person; (i) The Division has not made any loan to, or made, granted or promised any bonus or any wage or salary increase or made or promised any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures change in employment or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan tocompensation terms for, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directorsemployees, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) The Division has not made any material change distribution, dividend or other transfer, whether in cash or in kind, to any method of accounting or accounting principles or practice or made any change in revenue recognition practicethird party; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or Except to the extent required by applicable LawsLaw, the Division has not entered into, adopted, amended, modified or terminated any pension, retirement, welfare, bonus, profit-sharing, incentive, severance or other plan, contract, or commitment for the benefit of any of the current or former officers, managers or directors or any of current or former employees, consultants or independent contractors providing services to the Division or committed to do any of the foregoing (or taken any such action with respect to any other Employee Plan); (l) terminated The Division has not sold, leased, assigned, transferred, licensed, sublicensed, encumbered or otherwise amended disposed of any material Company Contracts asset of the Division, except in the ordinary course of business consistent with past practice, or disclosed any Confidential Information to any Person (other than to Purchaser and Purchaser’s representatives, agents (including lenders), attorneys and accountants), other than in the ordinary course of businessbusiness in circumstances in which reasonable confidentiality restrictions have been imposed; (m) incurred The Division has not changed its management practices or cancelled any loss, destruction debts owed to or casualty affecting claims held in connection with the Company or any of its Subsidiaries not covered by insuranceBusiness; (n) The Division has not mortgaged or encumbered or permitted any of its assets to become subject to any Liens; (io) made The Division has not entered into, terminated, modified or revoked amended any election relating Material Contract (other than extensions at the end of a term in the ordinary course of business consistent with past practice, which extensions shall not subject the Division to Taxesmaterially different terms than those to which the Division was subject under the term just ended), (ii) or waived any default under, or released, settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit claim against the Division or controversy relating to Taxes, (iii) filed Liability under any amended Tax ReturnMaterial Contract, or (iv) changed entered into any methods of reporting income new contracts, agreements, leases or deductions for federal income tax purposes; orsubleases; (op) committed The Division has not accelerated the collection of Accounts Receivable, delayed the purchase of supplies, delayed capital expenditures, repairs or agreed maintenance, or delayed payment of Accounts Payable or Accrued Liabilities; (q) The Division has not made any loan or engaged in writingany transactions with, orally or entered into any contracts or agreements with, any Affiliate of Sellers; (r) The Division has not settled any Action (A) involving amounts due or alleged to be due to or from Sellers; or (B) which involves any injunction or the imposition of equitable relief; (s) The Division has not communicated with employees of the Division regarding the compensation, benefits or other treatment that they will receive in connection with the transactions contemplated by this Agreement, other than any such communications which have been approved in writing by Purchaser; (t) The Division has not incurred any Indebtedness, or redeemed, repurchased, prepaid, defeased, canceled, incurred or otherwise acquired any Indebtedness, or entered into any contract, agreement or other arrangement to do any of the foregoing or issued or sold any debt securities or warrants or rights to acquire any debt securities of the Division or assumed, guaranteed or endorsed, or otherwise became responsible for, the obligations of any Person for borrowed money; and (u) The Division has not taken, offered, proposed or authorized any of, or committed or agreed to take any of, the foregoing.

Absence of Certain Developments. (a) Except as set forth on Schedule 4.06 Section 3.6(a) of the Disclosure Memorandum, during the period beginning on the Balance Sheet Date and except as contemplated by ending on the date of this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a any Material Adverse Effect, Effect and (iii) neither the Company nor any of has conducted its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred Business in the ordinary course Ordinary Course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements);Business. (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion Without limiting the generality of its assetsSection 3.6(a), except Permitted Liensas set forth on Section 3.6(b) of the Disclosure Memorandum, since the Balance Sheet Date, the Company has not: (i) entered into any Contract (or series of reasonably related Contracts, each of which materially relates to the underlying transaction as a whole) involving more than $100,000 annually or outside of the Ordinary Course of Business; (cii) soldaccelerated, assigned terminated, modified or transferred cancelled any portion Contract or Permit (or series of its tangible assets with a value in excess of reasonably related Contracts and Permits) involving more than $250,000 individually or in excess of $1,000,000 50,000 in the aggregate outside annually to which the ordinary course Company is a party or by which it is bound, and the Company has not received any notice that any other party to such a Contract or Permit (or series of businessreasonably related Contracts and Permits) has accelerated, terminated, modified or cancelled the same; (diii) issued(a) made any unbudgeted capital expenditure (or series of related capital expenditures) either involving more than $50,000 in the aggregate or outside the Ordinary Course of Business, sold (b) failed to make any scheduled capital expenditures 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 securitiesinvestments when due, or any bonds or debt securities; or (ec) made any capital investment in, or any loan to, or any acquisition of the securities or assets of (whether by merger, consolidation or otherwise), any other Person (other or series of related capital investments, loans or acquisitions) involving more than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 50,000 in the aggregate; (giv) made delayed or postponed the payment of accounts payable or other Liabilities or accelerated the collection of accounts receivable, in either case outside the Ordinary Course of Business; (v) canceled, compromised, waived or released any loan toright or claim (or series of related rights or claims) or any indebtedness (or series of related indebtedness) owed to it, in any case involving more than $50,000 in the aggregate; (vi) amended its Governing Documents; (vii) split, combined or reclassified of any shares of any of its capital stock; (viii) issued, sold or otherwise disposed of any of its capital stock, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (ix) declared or paid any dividends or distributions on or in respect of any of its capital stock or redeemed, purchased or acquired any of its capital stock; (x) changed its Company Accounting Policies, except as required by changes to GAAP or applicable Law arising after the Balance Sheet Date or as disclosed in the notes to the Financial Statements; (xi) incurred, assumed or guaranteed any indebtedness for borrowed money, except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business; (xii) sold or otherwise disposed of any of the assets shown or reflected on the Balance Sheet or cancelled any debts or entitlements owing to the Company, except in the Ordinary Course of Business; (xiii) increased the compensation of any employees, other than as provided for in any written agreements (true and complete copies of which have been made available to Purchaser in the Data Room) or in the Ordinary Course of Business; (xiv) adopted, amended or modified any Employee Benefit Plan; (xv) 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; (xvi) entered into any other transaction withContract that would constitute a Material Contract; (xvii) transferred, assigned or abandoned, or granted or terminated any license or sublicense of, any rights under or with respect to any Company Intellectual Property Rights; (xviii) incurred any material damage, destruction or loss (whether or not covered by insurance) to its property or assets, tangible or intangible; (xix) imposed any Lien upon any of its directorsproperty, officerscapital stock or assets, and employees outside the ordinary course tangible or intangible; (xx) entered into a new line of business or abandoned or discontinued an existing line of business; (hxxi) made changed or rescinded any material change in employment terms (including compensation) for any of its directors, officers Tax election or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (oxxii) agreed or committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this AgreementSince December 31, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof2005, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a any Material Adverse EffectEffect on the Company. Without limiting the generality of the foregoing, and (iii) neither except as disclosed in Schedule 5.08 of the Company nor any Disclosure Schedules, since that date (or during such other period as is expressly set forth below) the Company has conducted its business only in the Ordinary Course of its Subsidiaries hasBusiness, and: (a) borrowed the Company has not sold, leased, transferred, or assigned any amount of its assets, tangible or incurred or become subject to any liabilities (intangible, other than liabilities incurred in the ordinary course Ordinary Course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)Business; (b) mortgagedthe Company has not entered into any agreement, pledged contract, lease, or subjected license (or series of related agreements, contracts, leases, and licenses) (other than a Government Contract) either involving more than $50,000 or outside the Ordinary Course of Business, and during the period between December 31, 2005 and 5:00 p.m. Eastern Time on September 28, 2006, the Company has not entered into any Government Contract either involving more than $50,000 or outside the Ordinary Course of Business; (c) no party (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 to which the Company is a party or by which it is bound; (d) the Company has not imposed any Lien, charge or other encumbrance, Lien upon any material portion of its assets, tangible or intangible, except for Permitted Liens; (ce) sold, assigned the Company has not made any capital expenditure (or transferred any portion series of its tangible assets with a value related capital expenditures) in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business50,000; (df) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) the Company has not made any capital investment in, or any loan to, or any acquisition of the securities or assets of, any other Person (other than a Subsidiary or series of the Companyrelated capital investments, loans, and acquisitions); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (h) the Company has not delayed or postponed the payment of accounts payable and other liabilities other than in the Ordinary Course of Business or accelerated or accepted the prepayment of any files or accounts receivable other than in the Ordinary Course of Business; (i) the Company has not made any revaluation of any of its material assets including writing off notes or accounts receivables, other than in the Ordinary Course of Business; (j) the Company has not made any changes in its accounting methods, principles or practices, except as required by concurrent changes in GAAP; (k) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) other than in the Ordinary Course of Business; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property other than in the Ordinary Course of Business; (m) there has been no change made or authorized in the Governing Documents; (n) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (o) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock, except for cash distributions (if any) of Company net income available for distributions to the Shareholders; (p) the Company has not made any split, combination or reclassification of any of the Company’s capital stock; (q) the Company has not made any change or alteration in the policy of the Company relating to the granting of stock options or other equity compensation to its directors, employees and consultants; (r) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (s) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees, other than advances in the Ordinary Course of Business to employees outside the ordinary course of businessfor travel expenses; (ht) made the Company has not entered into any material change employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement outside the Ordinary Course of Business; (u) the Company has not granted any increase in employment terms (including compensation) for the compensation or fringe benefits or paid any benefit not required by any plan or arrangement to any of its directors, directors or officers or employees having employment contracts with annual payments exceeding $100,000 per year; including any of its employees, except for (i) cash distributions of the grant Company net income available for distributions to the Shareholders and (ii) certain bonuses to be paid to certain employees of severance the Company listed in Schedule 5.08 to the Company Disclosure Schedules; (v) the Company has not paid or agreed to pay any severance, termination pay or change of control payments to any director, officer, employee or employee consultant; (w) except as required by Applicable Law or as disclosed in Schedule 5.22(a) of the Company Disclosure Schedules, the Company has not adopted, amended, modified, or terminated any Employee Benefit Plan or any Subsidiary; (ii) execution bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to its directors, officers officers, employees or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006consultants; (ix) amended the Company has not made any other change in employment terms for any of its certificate of incorporation, bylaws directors or other similar constituent documentsofficers; (jy) the Company has not made or pledged to make any material change in any method of accounting charitable or accounting principles or practice or made any change in revenue recognition practiceother capital contribution; (kz) adoptedthere has not been any other material occurrence, entered intoevent, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claimincident, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating failure to Taxes, (iii) filed any amended Tax Returnact, or (iv) changed any methods of reporting income or deductions for federal income tax purposestransaction involving the Company that could reasonably be expected to have a Material Adverse Effect on the Company; orand (oaa) the Company has not committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as set forth described on Schedule 4.06 and except as contemplated by 4.9, since the Latest Financial Statements through the date of this Agreement, from each of the Companies has conducted its business only in the Ordinary Course of Business and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing, unless otherwise provided under Schedule 4.9, since the date of the First Fiscal Quarter 2007 Latest Financial Statements to through the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries hasthis Agreement: (a) borrowed No Company has sold, leased, transferred or assigned any amount of its assets, tangible or incurred or become subject to any liabilities (intangible, other than liabilities incurred for a fair consideration in the ordinary course Ordinary Course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)Business; (b) mortgagedNo party (including the Companies) has accelerated, pledged suspended, terminated, modified or subjected canceled any Contract (or series of related Contracts) outside the Ordinary Course of Business, to which any Lien, charge of the Companies is a party or other encumbrance, by which any material portion of its assets, except Permitted Liensthem is bound; (c) soldNo Encumbrance has been imposed on any assets of any of the Companies, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course Ordinary Course of businessBusiness; (d) No Company has made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (e) No Company has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans and acquisitions) outside the Ordinary Course of Business or acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any Person; (f) No Company has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money (including advances on existing credit facilities) or capitalized lease obligation outside the Ordinary Course of Business; (g) No Company has delayed, postponed or accelerated the payment of accounts payable or other liabilities or the receipt of any accounts receivable, in each case outside the Ordinary Course of Business; (h) No Company has canceled, compromised, waived or released any right or claim (or series of related rights or claims) outside the Ordinary Course of Business; (i) No Company has granted any license or sublicense of any rights under or with respect to any Intellectual Property, outside the Ordinary Course of Business; (j) there has been no change made or authorized in the Organizational Documents of any of the Companies; (k) No Company has issued, sold or transferred otherwise disposed of any of its capital stock or equity interests, or granted any options, warrants or other equity securitiesrights to purchase or obtain (including upon conversion, securities convertible into exchange or exercise) any of its capital stock; (l) No Company has declared, set aside or paid any dividend or made any distribution with respect to its capital stock or other equity securities interests (whether in cash or warrantsin kind) or split, options combined or other rights to acquire reclassified any outstanding shares of its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company)stock; (fm) made No Company has experienced any capital expenditures material damage, destruction or commitments therefor in excess of $250,000 individually Loss (whether or in excess of $1,000,000 in the aggregatenot covered by insurance) to its property; (gn) No Company has made any loan to, or entered into any other transaction with, any of its directors, officers, and officers or employees outside the ordinary course Ordinary Course of businessBusiness; (ho) No Company has entered into any collective bargaining agreement, written or oral, or modified the terms of any such existing agreement outside the Ordinary Course of Business; (p) No Company has granted any increase in the base compensation or made any material other change in employment terms (including compensation) for of any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including outside the Ordinary Course of Business; (iq) the grant of No Company has adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or termination pay to any directorother Plan, officer, Contract or employee of commitment for the Company or any Subsidiary; (ii) execution benefit of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to its directors, officers or employees of the Company (or taken any Subsidiary; or (v) made such action with respect to any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006other Plan); (ir) amended its certificate of incorporation, bylaws No Company has made or pledged to make any charitable or other similar constituent documentscapital contribution outside the Ordinary Course of Business; (js) made No Company has discharged or satisfied any material change Encumbrance or paid any liability, other than current liabilities paid in the Ordinary Course of Business; (t) No Company has disclosed, to any method Person other than Buyer and authorized representatives of accounting or accounting principles or practice or Buyer, any proprietary Confidential Information, outside the Ordinary Course of Business; (u) the Companies have not made any change in revenue recognition practice;accounting principles or practices from those utilized in the preparation of the Annual Financial Statements; and (kv) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or No Company has committed to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do take any of the foregoingactions described in this Section 4.9.

Absence of Certain Developments. Except Other than as set forth on Schedule 4.06 and except as contemplated by this Agreementdisclosed in the Reference SEC Reports, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofsince December 31, 2010, (ia) the Company and each of its Subsidiaries have conducted their respective business conducted, in all material respects, its businesses in the ordinary course of business course, consistent with past practice practice, (including with respect to the collection of accounts receivable and payment of accounts payable) (iib) there has not been a Material Adverse Effect, and (iiic) neither there has not been (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company’s outstanding securities or any repurchase or redemption by the Company nor or its Subsidiaries of any such securities, (ii) any change in accounting methods, principles or practices by the Company or any of its Subsidiaries has: materially affecting its assets or liabilities, except insofar as may have been required by law or by a change in applicable GAAP, (aiii) borrowed any amount sales, pledges, dispositions, transfers, leases, exclusive licenses, guarantees or incurred encumbrances of any material property or become subject to assets of the Company or any liabilities (other than liabilities incurred in of its Subsidiaries outside the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutionsiv) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion acquisition (including, without limitation, by merger, consolidation, or acquisition of its assets, except Permitted Liens; (cstock or assets or any other business combination) sold, assigned by the Company or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or Subsidiaries of any corporation, partnership, 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, business organization or any bonds or debt securities; or division thereof, (ev) made any capital investment in, or any loan to, any other Person (other than a Subsidiary to the knowledge of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any unauthorized disclosure of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee trade secrets of the Company or any Subsidiary; of its Subsidiaries, (iivi) execution any incurrence by the Company or any of its Subsidiaries of indebtedness for borrowed money which, individually or together with all such other indebtedness, exceeds $1,000,000, (vii) grants of any employment, deferred compensation or other similar agreement (or material security interest in any amendment to any such existing agreement) with any director, officer or employee material assets of the Company or any Subsidiary; of its Subsidiaries, (iiiviii) increases to benefits payable under any existing severance capital expenditure or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees purchase of fixed assets by the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts Subsidiaries other than in the ordinary course of business; business consistent with past practice or in accordance with the Company’s capital expenditure budget as approved by the Board, (mix) incurred any loss, destruction or casualty affecting change by the Company or any of its Subsidiaries not covered of any material election in respect of taxes, any adoption or change by insurance; the Company or any of its Subsidiaries of any material accounting method in respect of taxes or settlement or compromise by the Company or any of its Subsidiaries of any material claim, notice, audit report or assessment in respect of taxes, (nx) any pre-payment of any long-term debt or payment, discharge or satisfaction of any claims, liabilities or obligations (iabsolute, accrued, contingent or otherwise) by the Company or any of its Subsidiaries, except for such payments, discharges or satisfaction of claims as were made or revoked any election relating to Taxeseffected in the ordinary course of business consistent with past practice, (iixi) settled any write-up, write-down or compromised write-off of the book value of any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Returnmaterial assets, or (iv) changed a material amount of any methods other assets, of reporting income the Company or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of its Subsidiaries, other than as required by GAAP or (xii) any change in the foregoingBoard or the officers of the Company.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement3.19 of the Disclosure Schedule, from since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofLatest Balance Sheet, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries hasnot: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities, except current liabilities incurred in the ordinary course of business, business and liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)business; (b) mortgageddischarged or satisfied any Lien or paid any liabilities, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than current liabilities paid in the ordinary course of business; (c) declared or made any payment or distribution of cash or other property to its shareholders with respect to its capital stock, or purchased or redeemed any shares of its capital stock; (d) mortgaged, pledged or subjected to any Lien any of its material assets, except Liens for current property Taxes not yet due and payable; (e) sold, assigned or transferred any of its assets, except in the ordinary course of business, or canceled without fair consideration any debts or claims owing to or held by it; (f) sold, assigned, transferred, abandoned or permitted to lapse any licenses or permits or any portion thereof, or any Proprietary Rights or other intangible assets, or (except as necessary to conduct its ongoing operations) disclosed any proprietary confidential information to any Person; (g) made or granted any bonus or any wage or salary increase to any employee (except in the ordinary course of business consistent with past practices), former employee or retiree or group of employees, former employees or retirees or made or granted any increase in any Employee Benefit Plan or arrangement, or amended or terminated any existing Employee Benefit Plan or arrangement or adopted any new Employee Benefit Plan or arrangement; (h) made any capital expenditures or commitments therefor that aggregate in excess of $5,000; (i) made any loans or advances to any Persons (other than de minimis employee loans or advances not exceeding $5,000 in the aggregate to any employee) or become subject to any Contingent Obligations; (j) suffered any material extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (k) entered into any other material transaction including any employment agreement; (l) received notice that there has been a loss of, or material order cancellation by, any customer of the Company; (m) incurred agreed to any loss, destruction or casualty affecting change to a material contract arrangement by which the Company or any of its Subsidiaries not covered by insuranceassets is bound or subject; (n) suffered any damage, destruction or loss, whether or not covered by insurance that has had a Material Adverse Effect; (io) made suffered any other event or revoked condition of any election relating character that has had a Material Adverse Effect or, to Taxesthe best knowledge of the Company, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposesmight have a Material Adverse Effect; or (op) committed changed its accounting principles or agreed in writing, orally practices or otherwise to do any the method of the foregoingrecording transactions involving accounts receivable and inventory.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date in Section 5.8 of the First Fiscal Quarter 2007 Financial Statements to Company Disclosure Schedule, since the date hereofReference Balance Sheet Date, (i) the Company and its Subsidiaries have conducted their respective business there has occurred no fact, event, or circumstance which, individually or in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there aggregate, has not been had a Company Material Adverse Effect, and (iii) neither the Company nor any has conducted their respective businesses only in the Ordinary Course of its Subsidiaries hasBusiness, and the Company has not: (a) borrowed issued any amount notes, bonds, or incurred other debt securities or become subject to any liabilities (other than liabilities incurred in the ordinary course Capital Stock of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)any Person; (b) mortgageddeclared, pledged set aside, or subjected made any payment or distribution of cash or other property with respect to any Lien, charge or other encumbrance, any material portion Capital Stock of its assets, except Permitted Liensthe Company; (c) sold, assigned assigned, transferred, leased, licensed, abandoned, or transferred permitted to lapse (other than patents expiring at the end of their statutory terms) any portion of its tangible material assets with a value in excess (including Company Intellectual Property), other than sales of $250,000 individually or in excess of $1,000,000 Inventory in the aggregate outside Ordinary Course of Business, or disclosed any Confidential Information (as defined in the ordinary course of businessConfidentiality Agreement) to any third party (other than pursuant to appropriate confidentiality agreements); (d) issued, sold made or transferred granted any of its capital stock bonus or other equity securities, securities convertible into its capital stock any wage or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securitiessalary increase, or made or granted any bonds increase in any employee benefit plan or debt securities; orarrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, except in each case in the Ordinary Course of Business consistent with past practice or as required by applicable Legal Requirements; (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually 10,000 individually, or in excess of $1,000,000 25,000 in the aggregate; (gf) made any loan loans or advances to, guarantees for the benefit of, or entered into any other transaction withinvestments in, any Persons (other than advances of its directorsless than $5,000 to employees in the Ordinary Course of Business) or formed any Subsidiary; (g) suffered any damage, officersdestruction, or casualty loss exceeding $15,000 in the aggregate, whether or not covered by insurance, or experienced any material changes in the amount and employees outside the ordinary course scope of businessinsurance coverage; (h) made any material change in employment terms its cash management practices (including compensationwith respect to accounts receivable and Inventory) for or made any write-down in the value of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006Inventory; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles policies or practice Tax reporting practices; (j) made or made changed any change election, changed any annual accounting period, adopted or changed any method of accounting, filed any amended Tax Return, entered into any closing agreement, settled any claim or assessment, surrendered any right to claim a refund, offset, or other reduction in revenue recognition practiceliability, consented to any extension or waiver of the limitations period applicable to any claim or assessment, in each case with respect to Taxes, or taken or omitted to take any other action that had or would have the effect of increasing the Company’s present or future Tax liability or decreasing any present or future Tax benefit; (k) adopteddirectly or indirectly engaged in any material transaction or entered into any loan or material arrangement with any officer, entered intodirector, amendedrelative of any officer or director, altered Shareholder or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to other Affiliate of the extent required by applicable LawsCompany; (l) terminated merged or otherwise amended consolidated with any material Company Contracts other than in the ordinary course of businessPerson or effected a recapitalization or similar transaction; (m) incurred any loss, destruction Indebtedness (other than for the purchase of Inventory in the Ordinary Course of Business consistent with past practice) or casualty affecting cancelled any debts owed to or claims held by the Company or any of its Subsidiaries not covered by insuranceCompany; (n) (i) made or revoked any election relating to Taxesterminated, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Returnmodified, or amended any Material Contract, or entered into any new Material Contracts, except Contracts made in the Ordinary Course of Business consistent with past practice; (ivo) changed engaged in any methods promotional sales or discount or other activity with customers that has or would reasonably be expected to have the effect of reporting income or deductions for federal income tax purposesaccelerating to pre-Closing periods sales that would otherwise be expected to occur in post-Closing periods; or (op) committed agreed, whether orally or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date in SCHEDULE 3.11 of the First Fiscal Quarter 2007 Financial Statements to the date hereofDisclosure Schedule, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any Included Subsidiary has, since the dates indicated below, taken any of its Subsidiaries hasthe following actions except in connection with the Disposition: (a) since December 30, 2000, borrowed any amount or incurred or become subject to any liabilities liability in excess of $200,000, except (other than i) current liabilities incurred in the ordinary course of business, (ii) liabilities under contracts entered into in the ordinary course of business which liabilities under this clause (ii) do not exceed, in the aggregate, $500,000 and borrowings from banks (iii) borrowed money under the Company's Revolving Credit Agreement with ▇▇▇▇▇▇ Trust and Savings Bank or similar financial institutions) necessary to meet ordinary course working capital requirements)Business Loan Agreement with Bank of America National Trust and Savings Association; (b) since February 26, 2000, mortgaged, pledged or subjected to any Lienlien, security interest, charge or any other encumbrance, any material portion of its assetsassets with a fair market value in excess of $100,000, except Permitted Liens(i) liens for taxes, assessments, or governmental charges, carriers', warehousemen's, repairmen's, mechanics', materialmen's and other similar liens created by law, which are either not delinquent or are being contested in good faith by appropriate proceedings which will prevent foreclosure of such liens, and against which adequate cash reserves have been provided; (ii) easements, restrictions and minor title irregularities that do not materially interfere with the ownership and use of the affected property; (iii) liens or deposits in connection with worker's compensation, unemployment insurance, social security or other insurance or to secure customs duties, public or statutory obligations in lieu of surety, stay or appeal bonds, or deposits required by law as a condition to the transaction of business; (iv) liens to secure repayment of loans or other extensions of credit which shall be released on or before the Closing Date in accordance with the terms of the applicable loan or other extension of credit; (v) liens created by sellers of goods sold to the Company or an Included Subsidiary on open account, which liens attach solely to the goods sold and secure solely the purchase price of said goods during the period during which said goods are in the possession of the Company or the Included Subsidiary on a trial or "approval" basis and before which the purchase price for said goods becomes due and payable; (vi) liens on grain purchased in the ordinary course of business and (vii) liens created by purchase money indebtedness for equipment purchased by the Company or an Included Subsidiary for use in the Business (the liens referred to in clauses (i) through (vii) hereof being referred to as, the "PERMITTED LIENS"); (c) since December 30, 2000, sold, assigned or transferred (including, without limitation, transfers to any portion of its employees, affiliates or shareholders) any tangible assets with a fair market value in excess of $250,000 individually 100,000 (other than pursuant to the Disposition), or canceled any debts or claims, in excess of $1,000,000 each case, except in the aggregate outside the ordinary course of business; (d) since February 26, 2000, sold, assigned or transferred (including, without limitation, transfers to any employees, affiliates or shareholders) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets used in connection with the Business; (e) since March 15, 2000, disclosed, to any person other than the Company's or the Company Shareholders' attorneys, accountants and financial advisors, Buyer or Merger Sub and authorized representatives of Buyer or Merger Sub, any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is identified in SCHEDULE 3.11 of the Disclosure Schedule and is in full force and effect on the date hereof; (f) since February 26, 2000, waived any rights of material value or suffered any extraordinary losses or adverse changes in collection loss experience, whether or not in the ordinary course of business or consistent with past practice; (g) since February 26, 2000, declared or paid any dividends or other distributions with respect to any shares of the Company's capital stock or redeemed or purchased, directly or indirectly, any shares of the Company's capital stock or any options (other than pursuant to the Disposition) and pursuant to the Company's obligations under the ESOP; (h) since February 26, 2000, issued, sold or transferred any of its capital stock or other any Included Subsidiary's equity securities, securities convertible into or exchangeable for 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; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (fi) made since February 26, 2000, taken any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, other action or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of businessbusiness and in accordance with past custom and practice, or entered into any transaction with any "insider" (as defined in Section 3.24 hereof), other than employment arrangements otherwise disclosed in this Agreement and the Disclosure Schedule or the transactions contemplated by this Agreement; (mj) incurred since December 30, 2000, suffered any lossmaterial theft, damage, destruction or casualty affecting the Company loss of or to any of its Subsidiaries property or properties owned or used by it, whether or not covered by insurance; (nk) since May 15, 2000, made or granted any bonus or any wage, salary or compensation increase to any director, officer, employee who earns more than $100,000 per year, or consultant or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement or made any commitment or incurred any liability to any labor organization; the Company represents and warrants that all bonuses granted or paid between the period from February 26, 2000 and May 15, 2000 have been accrued in the Company Annual Financial Statements for the year ended February 26, 2000; (l) since February 26, 2000, except as specifically provided for in the capital budget of the Company for its fiscal year ending February 24, 2001 (a copy of which has been delivered to Buyer), made (i) made any single capital expenditure (defined in accordance with GAAP consistently applied) or revoked any election relating to Taxes, commitment therefor in excess of $25,000 or (ii) settled aggregate capital expenditures (defined in accordance with GAAP consistently applied) or compromised commitments in excess of $100,000; (m) since December 30, 2000, made any claim, action, suit, litigation, proceeding, arbitration, investigation, audit loans or controversy relating to Taxes, (iii) filed any amended Tax Returnadvances to, or guarantees for the benefit of, any individuals except advances against accrued salaries or for business travel, lodging or other expenses in the ordinary course of business to employees; (ivn) changed any methods of reporting income since December 30, 2000, made charitable contributions or deductions for federal income tax purposespledges which in the aggregate exceed $10,000 and which will be paid after the Effective Date; or (o) committed since February 26, 2000, made any change in accounting principles or agreed practices from those utilized in writing, orally or otherwise to do any the preparation of the foregoingAnnual Financial Statements.

Absence of Certain Developments. Except as set forth Since the Most Recent Balance Sheet Date, the Business has been conducted in the Ordinary Course of Business and, except for the matters disclosed on Schedule 4.06 3.9 (which matters have not had, and are not reasonably likely to have, a Material Adverse Effect): (a) the Company has not (i) amended its Organizational Documents, (ii) amended any term of its outstanding Equity Interests or other securities or (iii) issued, sold, granted, or otherwise disposed of, its Equity Interests or other securities; (b) the Company has not become liable in respect of any Guarantee nor has it incurred, assumed or otherwise become liable in respect of any Debt in the aggregate in excess of $50,000, except as contemplated by this Agreementfor borrowings in the Ordinary Course of Business under credit facilities in existence on the Most Recent Balance Sheet Date; (c) the Company has not permitted any of its material Assets to become subject to an Encumbrance other than a Permitted Encumbrance; (d) the Company has not (i) made any declaration, from setting aside or payment of any dividend or other distribution with respect to, or any repurchase, redemption or other acquisition of, any of its Equity Interests or (ii) except in an amount not exceeding $5,000.00 in the date aggregate, entered into, or performed, any transaction with, or for the benefit of, any Seller or any Affiliate of any Seller; (e) there has been no material loss, destruction, damage or eminent domain taking (in each case, whether or not insured) affecting the First Fiscal Quarter 2007 Financial Statements Business or any material Asset; (f) the Company has not increased the Compensation payable or paid, whether conditionally or otherwise, to (i) any employee, consultant, independent contractor or agent, other than in the date hereofOrdinary Course of Business, (ii) any director or officer or (iii) any Seller or any Affiliate of any Seller; (g) the Company has not entered into any Contractual Obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting or other basis (other than in the Ordinary Course of Business) or any officer or director or otherwise providing Compensation or other benefits to any employee or consultant (other than in the Ordinary Course of Business) or any officer or director; (h) the Company has not made any change in its pricing policies, payment or credit practices or failed to pay any creditor any amount owed to such creditor when due or granted any extensions of credit other than in the Ordinary Course of Business; (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effectmade, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount changed or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, revoked any material portion Tax election, elected or changed any method of its assetsaccounting for Tax purposes, except Permitted Liens; (c) sold, assigned or transferred settled any portion Action in respect of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, Taxes or entered into any other transaction with, any Contractual Obligation in respect of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) Taxes with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documentsGovernmental Authority; (j) made the Company has not terminated or closed any material change in any method of accounting Facility, business or accounting principles or practice or made any change in revenue recognition practiceoperation; (k) adopted, entered into, amended, altered or terminated (partially or completely) the Company has not adopted any PlanEmployee Plan or, except in accordance with terms thereof as contemplated by this Agreement or to in effect on the extent required by applicable LawsMost Recent Balance Sheet Date, increased any benefits under any Employee Plan; (l) terminated the Company has not written up or otherwise amended written down any of its material Company Contracts other than in the ordinary course of businessAssets or revalued its inventory; (m) incurred any loss, destruction or casualty affecting the Company or has not entered into any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise Contractual Obligation to do any of the foregoingthings referred to elsewhere in this Section 3.9; and (n) no event or circumstance has occurred which has had, or is reasonably likely to have, a Material Adverse Effect.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement4.8, from since the date of the First Last Audited Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries hasYear End: (a) borrowed except for the Excluded Assets, neither Seller nor any amount Company has sold, leased, transferred or incurred assigned any of the assets of any Company, tangible or become subject to any liabilities (intangible, other than liabilities incurred for a fair consideration in the ordinary course Ordinary Course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)Business; (b) mortgaged, pledged no Company has entered into any Contract (or subjected series of related Contracts) involving more than $[*] that is outside the Ordinary Course of Business; [*] Please refer to any Lien, charge or other encumbrance, any material portion footnote 1 on page 1 of its assets, except Permitted Liens;this Exhibit 2.4 (c) soldno Person (including Seller or any Company) has accelerated, assigned suspended, terminated, modified or transferred canceled any portion Contract (or series of its tangible assets with related Contracts) involving more than $[*] to which any Company is a value in excess of $250,000 individually party or in excess of $1,000,000 in the aggregate outside the ordinary course of businessby which it is bound; (d) issuedother than in the Ordinary Course of Business, sold or transferred no Encumbrance has been imposed on any asset 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; orCompany; (e) no Company has made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business or made any capital investment in, or any loan to, or any acquisition of the securities or assets of, any other Person (other than a Subsidiary or series of the Companyrelated capital investments, loans and acquisitions); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 other than advances on existing credit facilities in the aggregateOrdinary Course of Business, no Company has created, incurred, assumed or guaranteed any Indebtedness; (g) no Company has delayed, postponed or accelerated the payment of accounts payable or other liabilities or the receipt of any accounts receivable except in the Ordinary course of Business; (h) no Company has canceled, compromised, waived or released any material right or claim (or series of related rights or claims) except in the Ordinary Course of Business; (i) there has been no change made, or authorized to be made, in the Organizational Documents of any Company; (j) no Company has experienced any damage, destruction or loss (whether or not covered by insurance) in excess of $[*] in the aggregate to its property; (k) no Company has made any loan to, or entered into any other transaction with, any of its Seller, any Business Employee or any Company’s directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officerindependent contractors, or employee any Affiliate of the Company or any Subsidiary; (ii) execution foregoing, other than such loans made to independent contractor drivers in the Ordinary Course of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) Business with any director, officer or employee an aggregate principal balance of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Lawsless than $[*]; (l) terminated no Company has entered into any Plan or otherwise amended any other employment, consulting, severance, retention, change in control or indemnification agreements, or entered into, or become bound by, any collective bargaining agreement or other obligation to any labor organization or employee representative, in each case, whether written or oral, or modified the terms of any such existing agreement except as required by applicable Law and there has not been any material Company Contracts other than in the ordinary course of businesslabor trouble, work stoppages, strikes or threats thereof; (m) incurred no Company has made any loss, destruction change in accounting principles or casualty affecting practices from those utilized in the Company or any preparation of its Subsidiaries not covered by insurancethe Annual Financial Statements; (n) to Seller’s Knowledge, no complaint or investigation against any Company has been commenced by any Governmental Entity and no other event has occurred which calls into question any Governmental Authorization necessary for such Company to conduct the Business in accordance with past practices and to own and operate such Company’s assets; [*] Please refer to footnote 1 on page 1 of this Exhibit 2.4 (o) there has been no increase to the salary, wage or other compensation or level of benefits payable or to become payable by any Company to any of its officers, managers, directors, Business Employees, agents or Independent Contractors (including any Seller) except in the Ordinary Course of Business to Business Employees or Independent Contracts that are not officers or directors of any Company; (p) no Material Adverse Effect has occurred; (q) no Company has received any notice from any customer, supplier, Governmental Entity or any other Person, the result of which could reasonably be expected to materially impact the Business; (r) no Company has issued, sold or otherwise disposed of any of its Ownership Interests, or granted any Ownership Interests, including any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Ownership Interests; (s) no Company has (i) made any settlement of or compromised any Tax liability, changed or revoked any Tax election relating to Taxesor Tax method of accounting, made any new Tax election or adopted any new Tax method of accounting; (ii) settled or compromised surrendered any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating right to claim a refund of Taxes, ; (iii) filed consented to any amended extension or waiver of the limitation period applicable to any Tax Return, claim or assessment; or (iv) changed taken any methods other action that would have the effect of reporting income increasing the Tax liability of any Company for any period (or deductions for federal income tax purposes; orportion thereof) beginning after the Closing Date; (ot) no Company has declared, set aside or paid any dividend or made any distribution with respect to its Ownership Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Ownership Interests or split, combined or reclassified any of its Ownership Interests; (u) except as part of the requirements of the Closing, no Company has discharged or satisfied any Encumbrance or paid any liability, other than current liabilities paid in the Ordinary Course of Business; (v) except as required by applicable Law, no Company has adopted or terminated or made any amendment or modification to any Plans; (w) no Company has taken any action outside of the Ordinary Course of Business, except for actions explicitly permitted or required by this Agreement; and (x) neither Seller nor any Company has committed or agreed (in writing, orally writing or otherwise otherwise) to do take any of the foregoingactions described in this Section 4.8.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from Since the date of the First Fiscal Quarter 2007 Financial Statements Most Recent Balance Sheet (“Most Recent Balance Sheet Date”), the Business has been conducted in the Ordinary Course of Business, including matters related to the date hereofContemplated Transactions, and, other than as disclosed on Schedule 3.10 hereto: (a) the Company has not (i) amended its organizational documents, (ii) amended any term of its outstanding membership interests or other equity interests or other securities or (iii) issued, sold, granted, or otherwise disposed of, its membership interests or other equity interests or other securities; (b) the Company has not become liable in respect of any guarantee or has incurred, assumed or otherwise become liable in respect of any Debt, except for payables of the Company in the Ordinary Course of Business under terms in existence with the suppliers disclosed in Schedule 3.10(b); (c) the Company has not permitted any of its Assets to become subject to an Encumbrance (other than a Permitted Encumbrance or a To Be Terminated Encumbrance); (d) the Company has not (i) made any declaration, setting aside or payment of any dividend or other distribution with respect to, or any repurchase, redemption or other acquisition of, any of its membership interests or other equity interests or (ii) entered into, or performed, any transaction with, or for the benefit of, the Seller or any Affiliate of the Seller other than intercompany loans from the Seller to the Company and intercompany receivables from the Company to the Seller; (e) there has been no material loss, destruction, damage or eminent domain taking (in each case, whether or not insured) affecting the Business or any material Asset; (f) the Company has not increased the Compensation payable or paid, whether conditionally or otherwise, to (i) any employee, consultant or agent other than in the Ordinary Course of Business, or (ii) any director or officer; (g) other than commission agreements or employment letters entered into in the Ordinary Course of Business with the employees listed in Schedule 3.22.1, or as disclosed otherwise herein, the Company has not entered into any contractual obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting or other basis or otherwise providing Compensation or other benefits to any officer, director, employee or consultant; (h) the Company has not made any change in its methods of accounting or accounting practices (including with respect to reserves); (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effectmade, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount changed or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, revoked any material portion Tax election, elected or changed any method of its assetsaccounting for Tax purposes, except Permitted Liens; (c) sold, assigned or transferred settled any portion Action in respect of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, Taxes or entered into any other transaction with, any contractual obligation in respect of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) Taxes with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documentsGovernmental Authority; (j) made the Company has not terminated or closed any material change in any method of accounting Facility, business, or accounting principles or practice or made any change in revenue recognition practiceoperation; (k) adopted, entered into, amended, altered the Company has not adopted or terminated (partially or completely) amended any Planemployee plan or, except in accordance with terms thereof as contemplated by this Agreement or to in effect on the extent required by applicable LawsMost Recent Balance Sheet Date, increased any benefits under any employee plan; (l) terminated the Company has not written up or otherwise amended written down any of its material Company Contracts Assets other than in the ordinary course of businessnon-cash write-downs for accounting purposes; (m) incurred any loss, destruction or casualty affecting the Company or has not entered into any contractual obligation to do any of its Subsidiaries not covered by insuranceactivities set forth in this Section 3.10; (n) no event or circumstance has occurred which has had, or is reasonably likely to have, a Material Adverse Effect; (o) the Company has not (i) made or revoked any election relating to Taxescollected accounts receivable at a discount, (ii) settled collected accounts receivable earlier than in the Ordinary Course of Business consistent with past practice or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit prior to their original due date or controversy relating to Taxes, (iii) filed any amended Tax Returnaccepted cash for more than the first year of a material multi-year support or services contract, except as noted in deferred revenue on the Most Recent Balance Sheet or (iv) changed any methods of reporting income or deductions for federal income tax purposes; oras set forth in Schedule 3.10; (op) committed the Company has not paid or agreed extended accounts payable later than in writing, orally the Ordinary Course of Business consistent with past practice or otherwise later than the due date; and (q) the Company has not failed to do pay any of the foregoingcreditor any amount owed to such creditor when due.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as for the transactions contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofsince June 30, 2016 or as set forth in Schedule 3.10: (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been any development, change, effect, event, occurrence or circumstance (“Developments”) or combination of Developments affecting TangenX or its business, condition (financial or other), operations, results of operations, assets, properties or Liabilities that has had, or is likely to have, a Material Adverse Effect, material adverse effect; and/or (ii) TangenX has conducted the Business in the Ordinary Course of Business and (iii) neither the Company nor any of its Subsidiaries hashas not: (a) borrowed declared, set aside or paid a dividend or made any amount or incurred or become subject other distribution with respect to any liabilities (other than liabilities incurred in the ordinary course class of business, liabilities under contracts entered into in the ordinary course capital stock of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)TangenX; (b) mortgagedchanged accounting methods or practices (including, pledged or subjected to any Lien, charge or other encumbrancewithout limitation, any material portion change in depreciation, amortization or cost accounting policies or rates), or changed its cash management policies, pricing, collection or payment policies, including by accelerating the collection of its assets, except Permitted Liensaccounts receivables or delaying the payment of accounts payable outside the Ordinary Course of Business; (c) soldhired any Person, assigned entered into any employment contract, or transferred Benefit Plan, written or oral, or entered into any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of businessother agreement relating to providing management and operating personnel; (d) issuedgranted to any current or former director, sold officer or transferred employee of TangenX any of its capital stock increase in wages or bonus, severance, profit sharing, retirement, deferred compensation, insurance or other equity securities, securities convertible into its capital stock compensation 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; orbenefits; (e) made any capital investment interminated the employment, changed the title, office or position, or materially reduced the responsibilities of any loan toofficer, any other Person (other than a Subsidiary senior manager or key employee of the Company)TangenX; (f) made any capital expenditures change or commitments therefor amendment in excess its Articles of $250,000 individually Organization or in excess of $1,000,000 in the aggregatebylaws; (g) made issued or sold any loan tosecurities, acquired, directly or indirectly, by redemption or otherwise, any securities, or granted or entered into any other transaction withoptions, warrants, calls or commitments of any of its directors, officers, and employees outside the ordinary course of businesskind with respect thereto; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments capital expenditure exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 200625,000; (i) amended its certificate of incorporation, bylaws made or other similar constituent documents; (j) made changed any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adoptedTax election, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, entered into any agreement (including, without limitation, a closing agreement) with respect to Taxes, surrendered any right to claim a refund of Taxes, consented to any extension or (iv) waiver of the limitations period applicable to any Tax claim or assessment, adopted or changed any methods accounting methods, practices or periods for Tax purposes, made or requested any Tax ruling, entered into any Tax sharing or similar agreement or arrangement, entered into any transactions giving rise to a deferred gain or loss, or settled any Tax claim or assessment; (j) incurred any obligations for Indebtedness; (k) transferred, leased, assigned, sold or otherwise disposed of reporting income any asset which is material to TangenX, or deductions for federal income tax purposestransferred, assigned or granted any license or sublicense with respect to any Intellectual Property; (l) acquired by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or equity interests of, or by any other manner, any business or any Person or any division thereof; (m) suffered any damage, destruction or loss (whether or not covered by insurance) to its property resulting in Liabilities in excess of $10,000; (n) terminated, amended or entered into, or waived a material right under, a Contract, or entered into any Contract with a Related Person; orand/or (o) committed agreed, whether in writing or agreed in writingotherwise, orally or otherwise to do or commit to do or effect any of the foregoing.foregoing except as otherwise required under this Agreement

Absence of Certain Developments. Except as otherwise contemplated by this Agreement or as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date in Section 3(i) of the First Fiscal Quarter 2007 Disclosure Schedule, since the Most Recent Financial Statements to Statements, the date hereof, Company has been operated in the Ordinary Course of Business and the Company has not: (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any material amount or incurred or become subject to any material liabilities (other than liabilities incurred in affecting the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)Purchased Assets; (bii) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assetsPurchased Assets, except for Permitted Liens; (ciii) sold, assigned assigned, transferred or transferred to the Company’s knowledge permitted the lapse of any portion right relating to any of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of businessPurchased Assets; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (fiv) made any capital expenditures or commitments therefor in excess of $250,000 individually 25,000 in the aggregate or failed to make any material budgeted capital expense concerning the Purchased Assets; (v) suffered any theft, damage, destruction or casualty loss to the Purchased Assets in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries 5,000 not covered by insurance; (nvi) granted any increase in the salaries, compensation or benefits of any of its employees except increases in the Ordinary Course of Business; (ivii) acquired any capital stock, equity interests or assets of any Person except assets acquired in the Ordinary Course of Business; (viii) made any change in its accounting principles or revoked Tax elections, written up or written down any election relating to Taxes, inventory (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Returnexcept in the Ordinary Course of Business), or materially increased or decreased any accounting reserves, except as set forth in Section 3(i) of the Disclosure Schedule; (ivix) changed amended the articles of formation, operating agreement, bylaws, or other similar organizational documents of the Company; (x) adopted a plan of complete or partial liquidation or authorized any methods liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other similar transaction; (xi) enter into any lease of reporting income personal property or deductions for federal income tax purposesany renewals of the existing leases that are being assumed by Buyer involving a term of more than one year or rental obligation exceeding $10,000 per year in any single case, or exceeding $25,000 per year in the aggregate in all such cases, outside the Ordinary Course of Business; (xii) taken any action or failed to take any action that results in the creation of any Lien over the Purchased Assets; (xiii) waive, release or cancel any material claims against any customers; or (oxiv) committed or agreed experienced any current customer warranty claims in writingexcess of $500, orally or otherwise to do any of the foregoingother than as scheduled herein.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this AgreementSince the Balance Sheet Date, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company and has conducted its Subsidiaries have conducted their respective business in all material respects in the ordinary course of business consistent with past practice (including and there has not been any Material Adverse Effect. Since such date, neither Seller nor the Company has, with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries hasCompany: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles practice, policy or practice or made any procedure other than as required by a concurrent change in revenue recognition practiceGAAP; (kb) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to amended the extent required by applicable LawsCompany’s Governing Documents; (lc) terminated (i) issued, delivered, sold, pledged, transferred, conveyed, disposed of, encumbered, amended or modified any participation or other membership interests, or any class of securities exercisable for, convertible into or exchangeable for participation or other membership interests; (ii) declared, set aside, made or paid any distribution or payments (whether in cash, stock or property or any combination thereof) in respect of any of participation or other membership interests or (iii) redeemed or otherwise amended acquired any material Company Contracts participation or other than membership interests or granted any Person any right or option to acquire any participation or other membership interests, except for cash distributions to Seller in an amount not to exceed $5,000,000 in the aggregate made prior to the end of the month reflected in the Latest Financial Statements delivered pursuant to Section 2.4(a); (d) incurred any Liability required to be reflected on a balance sheet prepared in accordance with GAAP outside the ordinary course of business; (me) incurred any lossIndebtedness; (f) incurred any Liability not required to be reflected on a balance sheet prepared in accordance with GAAP; (g) entered into a scheme of arrangement, destruction merged or casualty affecting the Company consolidated with any business or any corporation, partnership, limited liability company, association or other business organization or division thereof, acquired a material amount of its Subsidiaries not covered by insuranceassets from any Person outside the ordinary course of business or made any loans, advances or capital contributions to, or any investments in, any Persons; (h) sold, leased, licensed or otherwise transferred any material assets (tangible or intangible), securities, properties or interests, other than in the ordinary course of business consistent with past practice; (i) entered into any material joint venture, partnership or other similar arrangement; (j) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other reorganization or taken any action for the appointment of a receiver, administrator, trustee or similar officer; (k) instituted, compromised or settled any litigation for more than $20,000 in the aggregate or waived any claims or rights of value of greater than $20,000; (l) modified, amended, terminated or permitted the lapse of, in any material manner, any lease of, operating agreement or other Contract relating to any real property material to the business of the Company; (m) entered into, materially amended or terminated a Material Contract other than in order to comply with applicable Law; (n) entered into any agreement containing any provision or covenant limiting in any respect the ability to (i) made sell or revoked buy any election relating products or services to Taxesor from any other Person, (ii) settled engage in any line of business, or compromised (iii) compete with any Person; (o) permitted any material assets to become subjected to any Liens, other than Permitted Liens; (p) (i) paid, announced, promised, granted, made or agreed to make, whether orally or in writing, any increase in or establishment of (as applicable) any wages, base pay, fees, incentive pay, bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, fringe benefit, option, participation or other membership interest purchase, Benefit Plan, or any other form of compensation (except as required by applicable Law or, with respect to base salary or wage rates payable to non-executive employees only, in the ordinary course of business consistent with past practice), (ii) hired, engaged or terminated any employee, consultant, director or service provider (except for non-executive employees with aggregate annual compensation below $50,000 hired in the ordinary course of business consistent with past practice) or (iii) otherwise entered into, adopted, amended or terminated any Benefit Plan; (q) authorized, or made any commitment with respect to, any capital expenditure; (r) made a new Tax election or changed or revoked any Tax election; entered into a settlement or compromise of any claim, action, suit, litigation, proceeding, arbitration, investigationnotice, audit report or controversy assessment in respect of Taxes; made a change in any annual Tax accounting period or an adoption or change in any method of Tax accounting; filed any material amendment to a Tax Return; entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to Taxes, (iii) filed any amended Tax; surrendered any right to claim a Tax Return, refund; or (iv) changed consented to any methods extension or waiver of reporting income the statute of limitations period applicable to any Tax claim or deductions for federal income tax purposesassessment; or (os) committed or agreed except in writingthe ordinary course of business consistent with past practice, orally sold, transferred, assigned, licensed, pledged, encumbered, abandoned, dedicated to the public, permitted to lapse, failed to maintain or otherwise to do disposed of any of the foregoingIntellectual Property.

Absence of Certain Developments. From the date of the Latest Balance Sheet to the date hereof, there has not been any Material Adverse Effect. Except as set forth on the Developments Schedule 4.06 and or except as expressly contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements Latest Balance Sheet to the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, granted a Lien on any material portion of its assets, except Permitted LiensLiens and/or Liens related to the agreements set forth on the Indebtedness Schedule; (b) sold, assigned or transferred any material portion of its tangible assets, except in the Ordinary Course of Business; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 material Intellectual Property, except in the aggregate outside the ordinary course Ordinary Course of businessBusiness; (d) transferred, issued, sold sold, pledged or transferred delivered any of its capital stock or other its Subsidiaries’ equity securities or issued or sold any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of its or its Subsidiaries’ equity securities, securities convertible into its capital stock except for issuances of Common Stock upon exercise of outstanding Options 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; oras otherwise expressly contemplated by this Agreement; (e) made any capital investment in excess of $1,000,000 in, or any loan in excess of $1,000,000 to, any other Person (other than a Subsidiary its Subsidiaries), except in the Ordinary Course of the Company)Business; (f) made declared, set aside, or paid any capital expenditures distribution with respect to its equity securities (other than cash distributions) or commitments therefor in excess repurchased any of $250,000 individually or in excess of $1,000,000 in the aggregateits equity securities; (g) made any capital expenditures in excess of $1,000,000 individually or $3,000,000 in the aggregate or commitments therefor, except (i) in the Ordinary Course of Business and (ii) for tenant improvements contemplated by leases set forth on the Leased Real Property Schedule; (h) made any loan in excess of $1,000,000 to, or entered into any other material transaction with, any of its directors, officers, and employees directors or officers outside the ordinary course Ordinary Course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per yearBusiness; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006;or (i) amended its certificate of incorporation, bylaws settled or other similar constituent documents; (j) made waived any material change right in any method respect of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement or as set forth on Schedule 4.06 and except 4.10 or as contemplated otherwise permitted by this AgreementSection 6.2, from since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, Balance Sheet Date (i) the Company and its Subsidiaries have conducted their respective business businesses only in the ordinary course Ordinary Course of business consistent with past practice (including with respect to the collection of accounts receivable Business and payment of accounts payable) (ii) there has not been any event, change, occurrence or circumstance that has had or reasonably would be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing and except as set forth in Schedule 4.10 or as otherwise permitted by Section 6.2, and since the Balance Sheet Date: (iiia) there has not been any material change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies other than as required by GAAP or as by applicable Law; (b) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount Subsidiary has made or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, rescinded any material portion of its assetselection relating to Taxes, except Permitted Lienssettled or compromised any claim relating to Taxes; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of neither the Company nor any Subsidiary has materially increased or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of amended the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies policies, or employment agreements; (iv) increases to materially increased or amended the compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; of its Subsidiaries, in each case, other than in the Ordinary Course of Business; (d) neither the Company nor any Subsidiary has made any loans, advances or capital contributions to, or investments in, any Person; (e) 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 Company or any Subsidiary in excess of $250,000, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business or for purposes of disposing of obsolete or worthless assets; (f) neither the Company nor any Subsidiary has made or committed to make any material capital expenditures or capital additions or betterments; (g) neither the Company nor any Subsidiary has cancelled or waived any claim or right with a value greater than $250,000 to the Company or any Subsidiary relating to its business; (h) neither the Company nor any Subsidiary (i) has acquired a license to use any material Intellectual Property (other than software and related Intellectual Property that is generally commercially available), or (vii) made has granted to any hirings of employees which would have materially affected third party any material license to use any Intellectual Property owned by the Company’s profitability if they had been made on January 1, 2006Company or its Subsidiaries; (i) amended its certificate neither the Company nor any Subsidiary has experienced a casualty loss or damage which in the aggregate have a replacement cost of incorporationmore than $250,000, bylaws whether or other similar constituent documents;not such loss or damage shall not have been covered by insurance; and (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company has not agreed, committed, arranged or entered into any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise understanding to do any of the foregoing.anything set forth in this Section 4.10;

Absence of Certain Developments. Except as set forth in Schedule 4.09, from December 31, 2012, to the date hereof, there has not been any Material Adverse Effect. Except as set forth on Schedule 4.06 4.09, and except as expressly contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements December 31, 2012, to the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries hasnot: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary incurred to meet ordinary course working capital requirementsrequirements and liabilities under this Agreement); (b) mortgaged, pledged or subjected to any Lienlien, charge or other encumbrance, any material portion of its assetsassets in excess of $300,000, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business300,000; (d) sold, assigned or transferred any material Intellectual Property; (e) suffered damage to any portion of its assets in excess of $300,000; (f) entered into any amendment, modification, cancellation or termination of any contract listed on Schedule 4.12; (g) except for issuances of Common Stock upon exercise of outstanding options to acquire shares of Common Stock or as otherwise contemplated hereby, issued, sold sold, transferred, or transferred split 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; or; (eh) made any material capital investment in, or any material loan to, any other Person Person; (i) declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (other than a Subsidiary dividends in cash) or except for repurchases of Common Stock from former employees pursuant to agreements in effect on the Company)date hereof, redeemed, purchased, or otherwise acquired any of its capital stock; (fj) made any material capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 therefor, except in the aggregateordinary course of business; (gk) made any loan to, or entered into any other transaction with, any of its directors, directors or officers, and employees outside the ordinary course of business; (hl) made any material change in employment terms its accounting methods, principles or practices (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of tax accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Planmethods and tax elections), except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than concurrent changes in the ordinary course of businessGAAP; (m) incurred made any loss, destruction or casualty affecting the Company or material revaluation of any of its Subsidiaries not covered by insuranceassets, including writing off notes or accounts receivable; (n) (i) made entered into any severance or revoked termination agreement with any election relating to Taxes, (ii) settled officer or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposesdirector; or (o) committed entered into any employment contract (or agreed in writingmodification of an existing employment contract or contract with an existing employee for any additional compensation) with payments exceeding $200,000 per year, orally or otherwise to do any of the foregoingcollective bargaining agreement.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from Since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofLatest Balance Sheet, (i) the Company and its Subsidiaries have conducted their respective business in all material respects in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a occurred any change, effect, event or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, Material Adverse Effect. Except as set forth on the attached Developments Schedule or except as expressly contemplated by this Agreement, and (iii) since the date of the Latest Balance Sheet, neither the Company nor any of its Subsidiaries Subsidiary has: (a) borrowed any amount or incurred or become subject to any material liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements) and not individually or in the aggregate in excess of $100,000); (b) mortgaged, pledged or subjected to any material Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any material portion of its tangible assets with a value assets, except in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) sold, assigned or transferred any material Intellectual Property, except in the ordinary course of business; (e) suffered any material extraordinary losses or waived any rights of material value; (f) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (fg) made any capital expenditures in excess of $300,000 in the aggregate or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business100,000; (h) made any material change in employment terms (including compensation) for amended its or any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its Subsidiaries' certificate of incorporation, bylaws or other similar constituent relevant organizational documents; (i) declared, set aside or paid any dividend or other distribution in respect of any shares of capital stock of the Company, or repurchased, redeemed or otherwise acquired any equity securities; (j) guaranteed, endorsed, or otherwise incurred or assumed any material liability (whether directly, contingently or otherwise) for the obligations of any other person, other than in the ordinary course of business consistent with past practice; (k) made any loan, advance or capital contribution to or investment in any person other than advances to employees of the Company or any Subsidiary made in the ordinary course of business consistent with past practice; (l) made any material change in any method of accounting or accounting principles or practice or made practice, except for any such change required by reason of a change in revenue recognition practiceGAAP; (km) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, Plan except as contemplated by this Agreement or to the extent required by applicable Lawslaw; (ln) terminated revalued of any of the Company's or otherwise amended any Subsidiary's material assets; (o) cancelled, waived, released or forgave any material debts or obligations of, or rights or material claims against, third parties; (p) suffered any material damage, destruction or loss (whether or not covered by insurance) to any material assets of the Company Contracts other than or any Subsidiary; (q) suffered any strike, slowdown or demand for recognition by a labor organization by or with respect to any of the employees of the Company or any Subsidiary; (r) directly or indirectly acquired any assets, except in the ordinary course of business, with a purchase price in excess of $100,000; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (iis) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit proceeding or controversy relating investigation material to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposesthe Company and its Subsidiaries taken as a whole; or (ot) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Since the date of the Latest Balance Sheet, there has not occurred any Material Adverse Effect. Except as set forth on the attached Developments Schedule 4.06 and or except as expressly contemplated by this Agreement, from since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofLatest Balance Sheet, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries hasnot: (a) borrowed any amount or incurred or become subject to any material liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lienmaterial lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any material portion of its tangible assets with a value assets, except in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issuedsold, sold assigned or transferred any material Intellectual Property, except in the ordinary course 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; orbusiness; (e) made suffered any capital investment in, material extraordinary losses or waived any loan to, any other Person (other than a Subsidiary rights of the Company)material value; (f) made any material capital investment in, or any material loan to, any other Person, except in the ordinary course of business; (g) made any material capital expenditures or commitments therefor, except (i) in the ordinary course of business and (ii) for such capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 that are reflected in the aggregateCompany’s budget for the fiscal year ending December 31, 2007; (gh) made any loan to, or entered into any other material transaction with, any of its directors, officers, and employees outside the ordinary course of business; (hi) entered into any employment contract with payments exceeding $100,000 per year or any collective bargaining agreement, or modified the terms of any such existing contract or agreement; (j) made any other material change in employment terms (including compensation) for any of its directors, directors or officers or made any other material change in employment terms (including compensation) for any employees having employment contracts with annual payments exceeding $100,000 per year, in each case, outside the ordinary course of business; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice;or (k) adopted, entered into, amended, altered or terminated (partially or completely) into any Planother material transaction, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by or in connection with this Agreement (including the transactions contemplated by Section 7.13 hereof), as permitted by Section 7.2, or as set forth on Schedule 4.06 4.10 hereto, since the Audited Balance Sheet Date: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the properties and except as contemplated by this Agreement, from the date assets of the First Fiscal Quarter 2007 Financial Statements to Companies or the date hereofSubsidiaries having a replacement cost of more than Seven Hundred Fifty Thousand Dollars ($750,000) for any single loss; (b) 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 any Company or any repurchase, redemption or other acquisition by any Seller or any Company or any Subsidiary of any outstanding shares of capital stock or other securities of, or other ownership interest in, any Company or any Subsidiary; (ic) the there has not been any material change by any Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (d) no Company and its Subsidiaries have conducted their respective business no Subsidiary has entered into any transaction or Contract involving the expenditure of more than Seven Hundred Fifty Thousand Dollars ($750,000) or incurred or assumed any long-term debt exceeding Seven Hundred Fifty Thousand Dollars ($750,000); (e) no Company and no Subsidiary has made any material loans, advances or capital contributions to, or investments in, or guaranteed the material obligations of, any Person (other than any Company or Subsidiary) or paid any fees or expenses to any Seller or any Affiliate of any Seller other than in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)practice; (bf) no Company and no Subsidiary has mortgaged, pledged or subjected to any LienLien any asset, charge or other encumbrance, acquired any material portion assets for which the aggregate consideration paid or payable in any individual transaction was in excess of its assets, except Permitted LiensSeven Hundred Fifty Thousand Dollars ($750,000); (cg) sold, assigned no Company and no Subsidiary has canceled or transferred compromised any portion of its tangible assets debt or claim with a value value, individually or in the aggregate, exceeding Seven Hundred Fifty Thousand Dollars ($750,000) or amended, canceled, terminated, relinquished, waived or released any Contract involving the expenditure of more than Seven Hundred Fifty Thousand Dollars ($750,000); (h) no Company and no Subsidiary has made or committed to make any capital expenditures or capital additions or betterments in excess of Seven Hundred Fifty Thousand Dollars ($250,000 individually 750,000); (i) no Company and no Subsidiary has settled any Legal Proceeding in which equitable relief was sought or which involved a payment in excess of Seven Hundred Fifty Thousand Dollars ($1,000,000 750,000), except for settlements that include a full and unconditional release in favor of the Companies and the Subsidiaries with no obligation for future performance or to make any further payments; (j) except as required by Contracts existing on the Audited Balance Sheet Date, copies of which have been made available to Purchaser prior to the date hereof, there has not been any (i) increase in (x) the aggregate compensation of officers and directors of any Company or any Subsidiary or of employees of any Company or any Subsidiary having an annual base salary in excess of Two Hundred Thousand Dollars ($200,000) or (y) the aggregate compensation of the employees of any Company or any Subsidiary outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts business consistent with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiarypast practice; (ii) execution extraordinary bonus, benefit or other direct or indirect compensation paid to any officer, director and/or employee of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to except as set forth on Schedule 4.19, new severance, termination, retention, deferred compensation, bonus or other benefits payable to incentive compensation, profit sharing, stock option, stock appreciation right, restricted stock, stock equivalent, stock purchase, pension, retirement, medical, hospitalization, life or other insurance or other employee benefit plan adopted or authorized for the benefit of the officers, directors, officers or and/or employees of the any Company or any Subsidiary; Subsidiary with respect to which any Company or any Subsidiary would have any liability, or (viv) made adoption or material amendment of any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practicecollective bargaining agreement; (k) adoptedthere has not been any sale, entered intolease, amendedtransfer, altered assignment, distribution or terminated other disposition of any material assets (partially except for sales in the ordinary course of business) by any Company or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable LawsSubsidiary in excess of Seven Hundred Fifty Thousand Dollars ($750,000); (l) terminated to the Knowledge of Sellers, except as set forth on Schedule 4.10, there has not been any disposal or otherwise amended lapse of any rights in, to or for the use of any material Intellectual Property used by or held by any Company Contracts or any Subsidiary or other disposition of, any material Technology of any Company or any Subsidiary; (m) there has not been any revaluation by any Company or any Subsidiary of any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance;; and (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoingthere has not been a Company Material Adverse Effect.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from (a) Since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, Most Recent Balance Sheet: (i1) the Company has not suffered any Material Adverse Effect; and its Subsidiaries have conducted their respective business (2) there has been no material change in the ordinary course condition, assets or business of business consistent with past practice the Company other than in the Ordinary Course of Business. (b) Since the date of the Most Recent Balance Sheet, except as set forth in Section 4.9(b) of the Disclosure Schedule, the Company has not, other than in the Ordinary Course of Business: (1) (x) increased the compensation (including bonuses) payable or level of benefits provided, or to become payable or provided, to any director, executive officer or employee of the Company, (y) awarded or paid any bonuses with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effectfiscal year ended December 31, and (iii) neither 2005, except to the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred extent accrued in the ordinary course of businessUnaudited Financial Statements, liabilities under contracts or (z) amended or entered into any employment, deferred compensation, bonus or other incentive compensation, severance, retention, termination, change in the ordinary course of business and borrowings from banks (control or similar financial institutions) necessary to meet ordinary course working capital requirements)agreement; (b2) mortgageddeclared or paid any dividends, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold purchased or transferred redeemed any shares of its capital stock or other equity securities, any convertible securities convertible into or exchangeable for any of its capital stock stock, or made any other equity securities or warrants, distributions to its shareholders; (3) granted any options or other rights to acquire purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or other equity securitiesstock; (4) incurred, assumed, or guaranteed any bonds material Liabilities or debt securities; orIndebtedness other than trade payables incurred in the Ordinary Course of Business; (e5) amended the Company Charter Documents; (6) disposed of any material assets; (7) changed or rescinded any election in respect of Taxes, changed any accounting or Tax reporting principle, method or policy in respect of Taxes, or settled or compromised any claim in respect of Taxes; (8) made an investment in any Person; (9) subjected any material assets to any Lien (other than Permitted Liens) or pledged or mortgaged any material assets; (10) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor expenditure in excess of $250,000 100,000 individually or in excess of $1,000,000 250,000 in the aggregate; (g11) made any loan to, instituted or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made settled any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposeslegal proceedings; or (o12) agreed or committed or agreed in writing, orally or otherwise to do any of the foregoinganything set forth in this Section 4.9(b).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.06 and except as contemplated by this Agreement4.9, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofsince September 30, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect2006, and (iii) neither the Company nor any of its Subsidiaries Subsidiary has: (a) issued any notes, bonds or other debt securities or instruments or any capital stock or other Equity Securities; (b) borrowed any amount amount, guaranteed any obligation of any Person or incurred or become subject to any liabilities (Indebtedness or other than material liabilities, except current liabilities incurred in the ordinary course of business, business and liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liensbusiness; (c) solddischarged or satisfied any Lien or paid any obligation or liability, assigned or transferred any portion of its tangible assets with a value other than current liabilities paid in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issuedmortgaged or pledged any of its properties or assets or subjected them to any Lien, sold except Permitted Liens; (e) sold, assigned or transferred any of its capital stock assets with a book value 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; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or fair market value in excess of $1,000,000 in the aggregate, except inventory or obsolete or replaced equipment disposed of in the ordinary course of business, or canceled any debts or claims; (f) sold, assigned or transferred any Intellectual Property Rights, or disclosed any proprietary confidential information to any Person (other than the Purchaser or any representative thereof); (g) made suffered any loan toextraordinary losses or waived any material rights of value, whether or entered into any other transaction with, any of its directors, officers, and employees outside not in the ordinary course of businessbusiness or consistent with past practice; (h) made any material change capital expenditures or commitments therefor that aggregate in employment terms (including compensation) for any excess of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 20065,000,000; (i) amended its certificate made any loans or advances to, guarantees for the benefit of, any Persons in excess of incorporation$1,000,000 in the aggregate, bylaws or other similar constituent documentsthan guarantees of trade payables of the Company’s Subsidiaries made in the ordinary course of business consistent with past practices; (j) made or acquired any material change Investment in any method Person individually or in the aggregate in excess of accounting or accounting principles or practice or made any change in revenue recognition practice$1,000,000; (k) adopted, entered into, amended, altered made any charitable contributions or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to pledges in excess of $250,000 in the extent required by applicable Lawsaggregate; (l) terminated suffered any damage, destruction or casualty loss exceeding in the aggregate $500,000 whether or not covered by insurance; (m) declared or made any payment or distribution of cash or other property to its shareholders with respect to its Equity Securities or purchased or redeemed any of its Equity Securities; (n) merged, consolidated with, or entered into any business combination with any Person, or sold all or substantially all of its assets to any other Person; (o) entered into any material contract or transaction with any of its Affiliates (other than WCAS and its Affiliates) or entered into any contract or transaction with WCAS and its Affiliates (other than any Ancillary Agreement); (p) paid or agreed to pay any bonus, extra compensation, pension or severance pay, or otherwise amended increased the wage, salary or compensation (of any material Company Contracts nature) to any of its directors or executive officers other than in the ordinary course of businessbusiness consistent with past practices; (mq) incurred entered into any loss, destruction or casualty affecting other material transaction not in the Company or any ordinary course of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposesbusiness; or (or) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. (a) Except as set forth on Schedule 4.06 and except 3.27 or as contemplated by this Agreement, from since January 1, 1997, or with respect to (ii) and (iii) below, since January 1, 1996, the date of Company has conducted the First Fiscal Quarter 2007 Financial Statements to Business only in the date hereof, ordinary course and has not: (i) made or committed to make any capital expenditures or capital additions or betterments in excess of an aggregate of $35,000; (ii) encountered any labor union organizing activity with respect to non-union workers, had any actual or, to the knowledge of the Sellers, threatened employee strikes, or, to the knowledge of the Sellers, any material work stoppages, slowdown or lock-outs related to any labor union organizing activity or any actual or, to the knowledge of the Sellers, threatened employee strikes; (iii) instituted any litigation, action or proceeding before any court, governmental body or arbitration tribunal relating to it or its property, except for litigation, actions or proceedings instituted in the ordinary course of business and consistent with prior practice; (iv) acquired, or agreed to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (v) increased, or agreed or promised to increase, the compensation of any officer, employee or agent of the Company, directly or indirectly, including by means of any bonus, pension plan, profit sharing, deferred compensation, savings, insurance, retirement, or any other employee benefit plan, except in the ordinary courses of business and consistent with prior practice; (vi) incurred any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except liabilities or obligations incurred in the ordinary course of business and consistent with prior practice; (vii) declared or paid any dividends or made any other distributions to its stockholders or holders of Warrants as such; or made any redemption or repurchase of the Company's capital stock or Warrants; (viii) paid, discharged or settled any liabilities of the Company and for Taxes, other than payments required for the current year that are not in dispute; (ix) prepaid any principal of its Subsidiaries have conducted their respective business long-term debt; (x) amended its Certificate of Incorporation or by-laws; (xi) canceled or compromised any material debt or claim or waived or released any material right, except for adjustments or settlements made in the ordinary course of business consistent with past practice practice; or (including xii) made a loan to any person other than with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred created by unaffiliated third parties in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement3.6, from the date since December 31, 2015, each of the First Fiscal Quarter 2007 Financial Statements to BioD Companies has operated in the date hereof, Ordinary Course of Business and (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been any event, change, occurrence or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, and (iiiii) neither none of the Company nor BioD Companies has (except as contemplated by this Agreement or any of its Subsidiaries has:Ancillary Agreement): (a) borrowed any amount mortgaged, pledged, or incurred or become subject subjected to any liabilities Lien (other than liabilities incurred in the ordinary course except Permitted Liens) any of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (its assets or similar financial institutions) necessary to meet ordinary course working capital requirements)properties; (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned leased, conveyed, assigned, pledged, or transferred any portion of its tangible assets with a value in excess or transferred, assigned, or licensed any of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of businessBioD Intellectual Property; (dc) issued, sold sold, or transferred any of its capital stock or other equity securitiesEquity Interests, securities convertible into its capital stock or other equity securities Equity Interests, or warrants, options options, or other rights to acquire its capital stock or other equity securitiesEquity Interests, or any bonds or debt securities; or; (d) purchased, leased, or otherwise acquired any property or assets of any Person for an amount in excess of $50,000 individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including an option term); (e) declared or paid any dividends or distributions on or in respect of any of its Equity Interests or redeemed, purchased, or acquired any Equity Interest of any Person; (f) incurred any Indebtedness or waived any material right or claim, including any write-off of any accounts receivable not made in the Ordinary Course of Business, or made any capital contributions to, investment in, or any loan to, to any other Person (other than a Subsidiary of the Company)Person; (fg) made any capital expenditures or commitments therefor therefor, except in the Ordinary Course of Business in accordance with its existing capital expenditure budget; (h) paid, discharged, or satisfied any Liability in excess of $250,000 individually 50,000, other than the repayment of trade obligations or in excess note obligations pertaining to the Company’s revolving line of $1,000,000 in the aggregatecredit at Triumph Bank; (gi) failed to promptly pay and discharge any current Liability; (j) terminated any Material Contract (other than as a result of the expiration of the term of such Material Contract pursuant to its terms) or executed any amendment or modification of any Material Contract; (k) made any material changes in its Employee Benefit Plans or made any changes in wages, salary, or other compensation with respect to its officers, managers, or employees, or made any material changes to the terms of any agreement with any employee; (l) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, agreement or commitment for the benefit of any employee, officer, or manager; (m) 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; (n) except as required by Law, made or entered into any (i) new Tax election or change in any Tax election, (ii) amendment of any Tax Return, (iii) settlement or compromise of any Tax audit, (iv) change in any Tax accounting method or practice, or (v) agreement with respect to Taxes; (o) made any change in any accounting methods, elections, principles or practices used by the Company, except as required by GAAP or as disclosed in the 2015 Audited Financial Statements or Management Financial Statements; (p) made any change in cash management practices and policies, practices, and procedures with respect to the collection of accounts receivable, establishment of reserves for doubtful accounts, accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue, and acceptance of customer deposits, other than those changes required by the Company’s auditor during the Company’s 2014 and 2015 financial audits; (q) paid, loaned, or advanced (other than the payment of salary and benefits in the Ordinary Course of Business) any amounts to, or sold, transferred or leased any of its assets to, or entered into any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directorsemployees, officersmanagers, or officers (other than compensation, standard employee-related agreements, and employees outside the ordinary course payment, advance, or reimbursement of businessexpenses, in each case, in the Ordinary Course of Business); (hr) made commenced or settled any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (os) committed agreed (whether in writing or agreed in writing, orally or otherwise orally) to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this AgreementSince the Last Fiscal Year End, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a any Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries hasEffect and: (a) borrowed Seller has not sold, leased, transferred or assigned any amount of its assets, tangible or incurred or become subject to any liabilities (intangible, other than liabilities incurred for a fair consideration in the ordinary course Ordinary Course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)Business; (b) mortgaged, pledged Seller has not entered into any Contract (or subjected to any Lien, charge series of related Contracts) either involving more than $5,000 or other encumbrance, any material portion outside the Ordinary Course of its assets, except Permitted LiensBusiness; (c) soldno party (including the Seller) has accelerated, assigned suspended, terminated, modified or transferred canceled any portion Contract (or series of its tangible assets with related Contracts) involving more than $5,000 to which the Seller is a value in excess party or by which any of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of businessthem is bound; (d) no Encumbrance has been imposed on any assets of the Seller; (e) Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course of Business; (f) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans and acquisitions) or acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any Person; (g) Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money (including advances on existing credit facilities) or capitalized lease obligation; (h) Seller has not delayed, postponed or accelerated the payment of accounts payable or other liabilities or the receipt of any accounts receivable, in each case outside the Ordinary Course of Business or in a manner inconsistent with past practice, and the balance of accounts receivable, net of the reserve for uncollectible accounts, has not decreased; (i) Seller has not canceled, compromised, waived or released any right or claim (or series of related rights or claims) either involving more than $10,000 or outside the Ordinary Course of Business; (j) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the Organizational Documents of the Seller; (l) Seller has not issued, sold or transferred otherwise disposed of any of its capital stock or equity interests, or granted any options, warrants or other equity securitiesrights to purchase or obtain (including upon conversion, securities convertible into exchange or exercise) any of its capital stock; (m) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock or other equity securities interests (whether in cash or warrantsin kind) or redeemed, options purchased or other rights to acquire otherwise acquired any of its capital stock or other equity securitiessplit, combined or reclassified any bonds or debt securities; or (e) made any outstanding shares of its capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company)stock; (fn) made Seller has not experienced any capital expenditures material damage, destruction or commitments therefor in excess of $250,000 individually loss (whether or in excess of $1,000,000 in the aggregatenot covered by insurance) to its property; (go) Seller has not made any loan to, or entered into any other transaction withwith the Parent or with directors, officers or employees of the Parent, the Seller or any Subsidiary; (p) Seller has not entered into any employment or collective bargaining agreement, written or oral, or modified the terms of any such existing agreement; (q) Seller has not granted any increase in the base compensation or made any other change in employment terms of any of its directors, officersofficers or employees, and employees outside the ordinary course of businessexcept as listed on Schedule 4.8(q); (hr) made Seller has not adopted, amended, modified or terminated any material change in employment terms (including compensation) bonus, profit-sharing, incentive, severance or other plan, Contract or commitment for the benefit of any of its directors, officers or employees having employment contracts (or taken any such action with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay respect to any director, officer, other Plan); (s) Seller has not made or employee of the Company or pledged to make any Subsidiary; (ii) execution of any employment, deferred compensation charitable or other similar agreement capital contribution; (t) Seller has not discharged or satisfied any amendment Encumbrance or paid any liability, in each case with a value in excess of $5,000 individually or $20,000 in the aggregate, other than current liabilities paid in the Ordinary Course of Business; (u) Seller has not disclosed, to any Person other than Buyer and authorized representatives of Buyer, any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such existing agreement) with any directorinformation, officer or employee which agreement is in full force and effect on the date of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or this Agreement; (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or Seller has not made any change in revenue recognition practice;accounting principles or practices from those utilized in the preparation of the Annual Financial Statements; and (kw) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or Seller has not committed to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do take any of the foregoing.actions described in this Section

Absence of Certain Developments. Except as set forth on Schedule 4.06 expressly contemplated by this Agreement or pursuant to the Restructuring or the Factoring Agreements, and except as contemplated by disclosed in Schedule 4.3.11, from October 31, 2007 to the date of this Agreement, from the date Acquired Companies have conducted the Business in the ordinary course consistent with past practice and there has not been: (a) any issuance, sale, delivery of, or agreement to issue, sell, or deliver, any shares, capital stock, equity interests, bonds or other securities of any Acquired Company (whether authorized and unissued or held in treasury), or grant of, or agreement to grant, any options, warrants, or other rights of any Acquired Company calling for the issue, sale, or delivery thereof; (b) any destruction of, damage to, or loss of, any asset of any Acquired Company that is material to the Business (whether or not covered by insurance); (c) the declaration or making of, or any agreement to declare or make, any payment of dividends or distribution of any asset of any kind whatsoever in respect of the First Fiscal Quarter 2007 Financial Statements shares, capital stock or other equity interests of any Acquired Company (other than dividends or distributions paid or payable to one or more Acquired Companies), nor any purchase, redemption, or other acquisition or agreement to purchase, redeem, or otherwise acquire, any of such shares, capital stock or other equity interests; (d) any agreement entered into granting any preferential rights to purchase any of the material assets, properties or rights (tangible or intangible) of any Acquired Company (including management and control thereof), or requiring the consent of any party to the date hereoftransfer and assignment of any such material assets, properties or rights (including management and control thereof); (e) any agreement, commitment or obligation to make capital expenditures, after August 1, 2008, by the Acquired Companies exceeding (i) €4.6 million in the aggregate if the Closing Date occurs on or prior to October 31, 2008, (ii) €5.7 million in the aggregate if the Closing Date occurs after November 1, 2008 and on or prior to January 31, 2009, and (iii) €11.9 million in the aggregate if the Closing Date occurs after February 1, 2009 and on or prior to April 30, 2009. (f) any loan made by any Acquired Company to any Person, any guaranty made by any Acquired Company of any Indebtedness of any other Person or the incurrence by any Acquired Company of any Indebtedness, except in each case (i) Indebtedness incurred by or payable to another Acquired Company or the Parent or an Affiliate of the Parent; (ii) Indebtedness incurred prior to the Initial Offer Letter Date; and its Subsidiaries have conducted their respective business (iii) Indebtedness incurred by an Acquired Company in the ordinary course of business consistent with past practice (including practice, pursuant to agreements or Contracts that will leave the Purchaser Parties and the Acquired Companies with respect to no liability or obligation whatsoever from and after the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securitiesClosing Date; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, agreement or entered into any other transaction with, any of its directors, officers, and employees outside commitment by the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company Parent or any of its Subsidiaries not covered by insurance; Affiliates (nincluding Pilot, Meribel, Quiksilver Americas and any Acquired Company) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoingthings described in the preceding clauses (a) through (f).

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this AgreementSince September 30, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof2010, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries an Affiliated Entity has: (ai) borrowed any amount or incurred or become subject to any liabilities (other than liabilities, except current liabilities incurred in the ordinary course of business, business and liabilities under contracts contract or agreements entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (mii) incurred discharged or satisfied any lossLien or paid any liabilities, other than current liabilities paid in the ordinary course of business; 4843-1088-1799\16 (iii) declared or made any payment or distribution of cash or other property to its members with respect to its stock, or purchased or redeemed any stock; (iv) mortgaged, pledged or subjected to any Lien any of its material assets, except Liens for current property Taxes not yet due and payable; (v) sold, assigned or transferred any of its assets, except in the ordinary course of business, or canceled without fair consideration any debts or claims owing to or held by it; (vi) sold, assigned, transferred, abandoned or permitted to lapse any licenses or permits or any portion thereof, or any Proprietary Rights (as defined in Section 4(u) below) or other intangible assets, or (except as necessary to conduct its ongoing operations) disclosed any proprietary confidential information to any Person; (vii) made or granted any bonus or any wage or salary increase to any current employee (except in the ordinary course of business consistent with past practices for any such Persons who are not officers) or any former employee or retiree or group of employees, former employee, leased employee, director or consultant; (viii) made any capital expenditures or commitments therefor that aggregate in excess of $25,000; (ix) made any loans or advances to any Persons or become subject to any contingent obligations; (x) suffered any material extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (xi) entered into any other material transaction including any employment or consulting agreement; (xii) received notice that there has been a loss of, or material order cancellation by, any customer of the Company; (xiii) agreed to any change to a material contract arrangement by which the Company or its assets is bound or subject; (xiv) suffered any damage, destruction or casualty affecting the Company loss, whether or any of its Subsidiaries not covered by insuranceinsurance that has had a Material Adverse Effect; (nxv) suffered any other event or condition of any character that has had a Material Adverse Effect or, to the knowledge of the Company, would reasonably be expected to have a Material Adverse Effect; (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (ivxvi) changed its accounting principles or practices or the method of recording transactions involving accounts receivable and inventory; 4843-1088-1799\16 (xvii) terminated or defaulted under any methods contract, agreement or arrangement which termination or default, to the knowledge of reporting income or deductions for federal income tax purposesthe Company, would reasonably be expected to have a Material Adverse Effect; or (oxviii) committed agreed, committed, arranged or agreed in writing, orally or otherwise entered into any written understanding to do any of the foregoinganything set forth in this Section 4(s).

Absence of Certain Developments. As of the date of this Agreement, since the date of the Most Recent Balance Sheet, there has occurred no fact, event or circumstance which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.06 and except as contemplated by this Agreement3.5, from since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofMost Recent Balance Sheet, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred only in the ordinary course of business, liabilities under contracts entered into in and, without limiting the ordinary course generality of business the foregoing, the Company and borrowings from banks its Subsidiaries have not: (a) issued any notes, bonds or similar financial institutions) necessary to meet ordinary course working capital requirements)other debt securities or any Equity Interests; (b) mortgageddeclared, pledged set aside or subjected to made any Lien, charge payment or distribution of cash or other encumbranceproperty with respect to the Company’s Stock or other Equity Interests or purchased, redeemed or otherwise acquired any material portion shares of its assets, except Permitted Liensthe Company’s Stock or other Equity Interests; (c) sold, assigned assigned, transferred, pledged (or transferred otherwise subjected to a Lien other than a Permitted Lien), leased, licensed or abandoned any portion of its tangible assets with a value their material assets, except in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold made or transferred granted any of its capital stock bonus or other equity securities, securities convertible into its capital stock any wage or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securitiessalary increase, or made or granted any bonds increase in payments or debt securities; orbenefits under any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, except in each case in the ordinary course of business or as required by applicable Law; (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $100,000 individually, or $250,000 individually or in excess of $1,000,000 in the aggregate, except in the ordinary course of business; (f) delayed beyond when due in accordance with its terms or canceled the payment of any accounts payable or any other liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable, except in the ordinary course of business; (g) made suffered any loan todamage, destruction or entered into any other transaction withcasualty loss exceeding $100,000 in the aggregate, any of its directors, officers, and employees outside the ordinary course of businesswhether or not covered by insurance; (h) made any material change in employment terms (including compensation) for their cash management practices or in any method of its directors, officers accounting or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006accounting policies; (i) amended its certificate made any purchase of incorporationor any agreement to purchase assets (other than inventory purchased in the ordinary course of business consistent with past practices) for an amount in excess of $10,000 for any one purchase or $25,000 for all such purchases or any lease or any agreement to lease, bylaws or other similar constituent documentsas lessee, any capital assets with payments over the term thereof exceeding an aggregate of $10,000; (j) made any material change in loan or advance to any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adoptedPerson, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than loans or advances to employees in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (ik) made or revoked any election relating to Taxesmodification, (ii) settled or compromised any claimwaiver, actionchange, suitamendment, litigationrelease, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Returnrescission, or (iv) changed termination of, or accord and satisfaction with respect to, any methods material term, condition, or provision of reporting income or deductions for federal income tax purposesany Material Contract, other than in the ordinary course of business; or (ol) committed agreed, whether orally or agreed in writing, orally or otherwise to do any of the foregoing; (m) to the Knowledge of the Company, been the subject of any disciplinary or other similar action, proceeding, or investigation taken by any Government Entity.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this AgreementSince December 31, from 2018 through the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, this Agreement (i) the Company Companies and its their Subsidiaries have conducted their respective business operated in the ordinary course Ordinary Course of business consistent with past practice (including with respect to the collection of accounts receivable Business and payment of accounts payable) (ii) there has not been occurred any event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, and (iii) neither since December 31, 2018 through the Company nor date of this Agreement, none of the Sellers, the Companies, or any of its their Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course except for disposition of businessobsolete equipment, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged pledged, subjected, or subjected permitted to any Lien, charge or other encumbrancebe subjected, any material portion of its assetsassets to any Encumbrance, except for Permitted LiensEncumbrances, or sold, assigned, transferred, conveyed, leased or otherwise disposed of any portion of its assets that is material to the Companies and their respective Subsidiaries taken as a whole; (b) entered into any Contract (or series of related Contracts with the same Person), that is not terminable upon ninety (90) days’ written notice or less without penalty or acceleration of any obligations thereunder, obligating a Company or Subsidiary thereof to make aggregate annual payment of more than $250,000 that is outside the Ordinary Course of Business; (c) soldaccelerated, assigned suspended, terminated, materially and adversely modified or transferred canceled any portion Contract (or series of its tangible assets related Contracts with the same Person) obligating a value in excess Person to make aggregate annual payments to a Company or Subsidiary thereof of more than $250,000 individually 200,000 to which any Company or in excess of $1,000,000 in the aggregate outside the ordinary course of businessSubsidiary thereof is a party or by which it is bound; (d) issued, sold made any capital expenditure (or transferred any series of its related capital stock expenditures with the same Person) in excess of $200,000 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; or (e) made any capital investment in, or any loan to, or any acquisition of the securities or assets of, any other Person (other than a Subsidiary or series of related capital investments, loans and acquisitions with the Company)same Person) in excess of $500,000; (e) created, incurred, assumed or guaranteed any Indebtedness outside the Ordinary Course of Business; (f) made delayed, postponed or accelerated the payment of accounts payable or other liabilities or the receipt of any capital expenditures or commitments therefor accounts receivable, in excess of $250,000 individually or each case in excess of $1,000,000 any material respect, except in the aggregateOrdinary Course of Business; (g) canceled, compromised, waived or released any material debt, right or claim (or series of related debts, rights or claims related to the same Person) except in the Ordinary Course of Business; (h) made, or authorized to be made, any change in the Organizational Documents of any Company or any of such Company’s Subsidiaries; (i) made any loan to, or entered into any other transaction with, any of its STR Seller, STRG Seller, Holdings, any Business Employee or any Company’s directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officerindependent contractors, or employee any Affiliate or Subsidiary of the Company or any Subsidiary; (ii) execution foregoing, other than advances in the Ordinary Course of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documentsBusiness; (j) made entered into any material Plan or any other employment, consulting, severance, retention, change in any method of accounting control or accounting principles or practice or made any change in revenue recognition practiceindemnification agreements; (k) adopted, entered into, amendedor become bound by, altered any collective bargaining agreement or terminated (partially other obligation to any labor organization or completely) employee representative, in each case, whether written or oral, or materially modified the terms of any Plan, such existing agreement except as contemplated by this Agreement or to the extent required by applicable LawsLaw and there has not been any material work stoppages, strikes or threats thereof; (l) terminated increased the salary, wage or otherwise amended other compensation or level of benefits payable or to become payable by any material Company Contracts other than or Subsidiary thereof to any of its officers, managers, directors, Business Employees, agents or Independent Contractors (including any Seller, in their capacities as such) except in the ordinary course Ordinary Course of businessBusiness; (m) incurred took any lossaction that would be prohibited by Sections 6.1(ii), destruction 6.1(iii), 6.1(x), 6.1(xi), 6.1(xiii), or casualty affecting the Company or any of its Subsidiaries not covered by insurance;6.1(xvii); or (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed (in writing, orally writing or otherwise otherwise) to do take any of the foregoingactions described in this Section 4.8.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from (a) Since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, Most Recent Balance Sheet: (i1) the Company has not suffered any Material Adverse Effect; and its Subsidiaries have conducted their respective business (2) there has been no material change in the ordinary course condition, assets or business of business consistent with past practice the Company other than in the Ordinary Course of Business. (b) Since the date of the Most Recent Balance Sheet, except as set forth in SECTION 4.9(B) OF THE DISCLOSURE SCHEDULE, the Company has not, other than in the Ordinary Course of Business: (1) (x) increased the compensation (including bonuses) payable or level of benefits provided, or to become payable or provided, to any director, executive officer or employee of the Company, (y) awarded or paid any bonuses with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effectfiscal year ended December 31, and (iii) neither 2005, except to the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred extent accrued in the ordinary course of businessUnaudited Financial Statements, liabilities under contracts or (z) amended or entered into any employment, deferred compensation, bonus or other incentive compensation, severance, retention, termination, change in the ordinary course of business and borrowings from banks (control or similar financial institutions) necessary to meet ordinary course working capital requirements)agreement; (b2) mortgageddeclared or paid any dividends, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold purchased or transferred redeemed any shares of its capital stock or other equity securities, any convertible securities convertible into or exchangeable for any of its capital stock stock, or made any other equity securities or warrants, distributions to its shareholders; (3) granted any options or other rights to acquire purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or other equity securitiesstock; (4) incurred, assumed, or guaranteed any bonds material Liabilities or debt securities; orIndebtedness other than trade payables incurred in the Ordinary Course of Business; (e5) amended the Company Charter Documents; (6) disposed of any material assets; (7) changed or rescinded any election in respect of Taxes, changed any accounting or Tax reporting principle, method or policy in respect of Taxes, or settled or compromised any claim in respect of Taxes; (8) made an investment in any Person; (9) subjected any material assets to any Lien (other than Permitted Liens) or pledged or mortgaged any material assets; (10) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor expenditure in excess of $250,000 100,000 individually or in excess of $1,000,000 250,000 in the aggregate; (g11) made any loan to, instituted or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made settled any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposeslegal proceedings; or (o12) agreed or committed or agreed in writing, orally or otherwise to do any of the foregoinganything set forth in this SECTION 4.9(B).

Absence of Certain Developments. Except as set forth on Schedule 4.06 the Purchaser Developments Schedule, since the date of the Purchaser Latest Balance Sheet, there has not been any Material Adverse Effect on the Purchaser. Without limiting the generality of the foregoing, and except as set forth on the Purchaser Developments Schedule and except as expressly contemplated by this Agreement, from since the date of the First Fiscal Quarter 2007 Financial Statements Latest Balance Sheet, the Purchaser has not: (a) amended or modified the Purchaser's articles of incorporation or bylaws; (b) issued or sold any of its capital stock or any options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, calls or commitment of any kind with respect to the date hereofits capital stock; or effected any stock split, stock dividend or other recapitalization with respect to its capital stock; (ic) the Company and entered into, amended or modified any employment agreement which provides for base annual compensation in excess of $140,000; (d) entered into any contract or other agreement with any labor union; (e) adopted a plan of liquidation, dissolution, merger, consolidation or other reorganization; (f) made any change in its Subsidiaries have conducted their respective business accounting methods, principles or practices; (g) made any loan or advance to any of its officers, directors, employees or consultants (other than in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payablepractice) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, other loan or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of businessadvance; (h) made any material change in employment terms (including compensation) for commitment to pay severance to any of its officers, directors, officers employees or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006consultants; (i) amended its certificate made any capital expenditures in excess of incorporation, bylaws $25,000 in any one case or other similar constituent documents$100,000 in the aggregate; (j) made incurred any material change in any method indebtedness for borrowed money (other than indebtedness that will be Funded Indebtedness at the time of accounting or accounting principles or practice or made any change in revenue recognition practiceClosing); (k) adoptedmade any acquisition of all or any material part of the assets, entered intoproperties, amended, altered capital stock or terminated (partially or completely) business of any Plan, except as contemplated by this Agreement or to the extent required by applicable Lawsother Person; (l) terminated sold, leased, transferred or otherwise amended assigned any material Company Contracts asset, other than for fair consideration in the ordinary course of business or made any distributions of any assets (cash or otherwise) to any of its Affiliates; (m) sold, leased, transferred or assigned any of its assets, tangible or intangible, other than the sale or transfer of inventory or immaterial assets for fair consideration in the ordinary course of business; (mn) incurred entered into any losscontract or agreement (or series of reasonably related contracts or agreements, destruction each of which materially relates to the underlying transaction as a whole) involving more than $25,000 or casualty affecting the Company or any of its Subsidiaries that cannot covered by insurancebe terminated without penalty on less than six months' notice; (no) accelerated, terminated, modified or cancelled any contract or Permit (ior series of reasonably related contracts or Permits) made involving more than $5,000 annually to which the Purchaser is a party or revoked by which it or its assets is bound, and the Purchaser has not received notice that any election relating other party to Taxessuch a contract or Permit (or series of reasonably related contracts or Permits) has accelerated, terminated, modified or cancelled the same; (iip) settled delayed or compromised postponed the payment of accounts payable and other liabilities, accelerated the collection of accounts receivable, in either case outside the ordinary course of business, or altered any claimaccounting method or practice; (q) canceled, actioncompromised, suitwaived or released any right or claim (or series of related rights or claims) or any indebtedness (or series of related indebtedness) owed to it, litigationin any case involving more than $5,000; (r) made, proceedingrescinded or changed any Tax election, arbitrationchanged any Tax accounting period, investigationadopted or changed any accounting method, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, entered into any closing agreement, settled any Tax claim, assessment or liability, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax; (s) had any legal action or proceeding commenced or, to the Purchaser's Knowledge, threatened or anticipated relating to or affecting the Purchaser, the business conducted by the Purchaser or any asset owned or used by it; (t) suffered (i) any loss of any material customer, distribution channel, sales location or source of supply of raw materials, inventory, utilities or contract services or the receipt of any notice that such a loss may be pending, or (ivii) changed any methods occurrence, event or incident related to the Purchaser outside of reporting income the ordinary course of business; or deductions for federal income tax purposes; or (ou) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Since December 31, 2011, there has not been any Material Adverse Effect. Except as set forth on the attached Developments Schedule 4.06 and except as expressly contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofsince December 31, (i) 2011, the Company has carried on and operated its Subsidiaries have conducted their respective business in all material respects in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effectpractice, and (iii) neither the Company nor any of its Subsidiaries hashas not: (a) borrowed any amount amended or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)modified its Organizational Documents; (b) mortgaged, pledged subjected any of its material properties or subjected assets to any Lien, charge or other encumbrance, any material portion of its assets, except for Permitted Liens; (c) sold, assigned leased, assigned, transferred or transferred purchased any portion material tangible assets, in each case, in a single or related series of its tangible assets with a value transactions, except in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold 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; or; (e) made prior to the date hereof, declared or paid any capital investment in, dividend or any loan to, any other Person (other than a Subsidiary distribution of the assets of the Company); (f) made or approved any capital expenditures material changes in its employee benefit plans or commitments therefor made any material changes in excess of $250,000 individually wages, salary, or other compensation, including severance, with respect to its current or former officers, directors, or employees other than increases in excess of $1,000,000 in the aggregatebase salaries and wages that are consistent with past practices; (g) paid, loaned or advanced (other than the payment of salary and benefits in the ordinary course of business consistent with past practice or the payment, advance or reimbursement of business expenses in the ordinary course of business consistent with past practice) any amounts to, or sold, transferred or leased any of its assets to, or entered into any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directors, officers, and employees directors or officers outside the ordinary course of businessbusiness or other than at arms’ length; (h) adopted or amended any Plans; (i) hired or terminated any officers or employees of the Company with fixed annual compensation in excess of $150,000; (j) commenced or settled any Action; (k) made any material change in employment terms accounting principles, methods, procedures or policies, except as required by GAAP; (including compensationl) for made, changed or revoked any of its directors, officers material Tax election or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance settled or termination pay to compromised any director, officer, Tax claim or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006Liability; (i) amended its certificate authorized, proposed, entered into or agreed to enter into any plan of incorporationliquidation, bylaws dissolution or other similar constituent documentsreorganization or (ii) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (jn) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business, incurred or discharged any Indebtedness; (mo) incurred made capital expenditures or capital additions or betterments in excess of $750,000 in the aggregate; (p) suffered any lossmaterial damage, destruction or casualty affecting the Company loss, whether or any of its Subsidiaries not covered by insurance; (nq) sold, assigned, transferred, abandoned or allowed to lapse or expire any material Intellectual Property rights or other intangible assets owned, used or licensed by the Company in connection with any product of the Company or the operation of its business; (ir) made been subject to any claim or revoked threat of infringement, misappropriation or other violation by or against the Company of Intellectual Property rights of the Company or a third party; (s) materially reduced the amount of any election relating insurance coverage provided by existing insurance policies; (t) taken any action or failed to Taxestake any action outside the ordinary course of business with the intent of reducing Company’s working capital as of July 31, 2012; (iiu) settled entered into or compromised entered into any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating material amendment to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposesMaterial Contract; or (ov) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement5.6, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofsince December 31, (i) 2021, the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there Group as a whole has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into operated in the ordinary course of business and borrowings from banks has not: (or similar financial institutionsa) necessary to meet ordinary course working capital requirements)suffered a Material Adverse Effect; (b) sold, leased, assigned, licensed or transferred any of its assets or portion thereof in any single transaction or series of related transactions having a fair market value in excess of $50,000 in the aggregate (other than in the ordinary course of business and sales of obsolete assets or assets with no book value) or mortgaged, pledged or subjected them to any additional Lien, charge or other encumbrance, any material portion of its assets, except for Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 500,000 in the aggregate; (g) made any loan to, or entered into any other transaction withthan, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (md) incurred suffered any extraordinary casualty loss, destruction or except for any such casualty affecting the Company or any of its Subsidiaries not loss covered by insurance; (e) created, incurred, assumed or guaranteed any Indebtedness either involving more than $250,000 in the aggregate or outside the ordinary course of business, except, in any case, for borrowings under the Existing Credit Agreement necessary to meet ordinary working capital requirements; (f) amended or authorized the amendment of its certificate of incorporation or bylaws (or equivalent governing documents); (g) made any material change in its accounting methods or practices or financial reporting principles, except in so far as was required in order to comply with a change in GAAP; (h) declared, set aside or paid any dividends on or made any other distributions (whether in cash, equity interests or property) in respect of any Company Stock or split, combined or reclassified any Company Stock; (i) issued, sold, delivered (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), any shares of any class of Company Stock or any other any equity interests or equity equivalents (including any options or appreciation rights) or purchased, redeemed or otherwise acquired any of its Company Stock; (j) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than this Agreement); (k) assumed, guaranteed, endorsed or otherwise became liable or responsible, whether directly, contingently or otherwise, for the obligations of any other Person; (l) made any loans, advances or capital contributions to or investments in any other Person, except for normal extensions of credit to customers in the ordinary course of business; (m) entered into, amended, waived any rights under, renewed, or terminated any Contract listed, or that would be required to be listed, on Schedule 5.9(a), or failed to exercise any rights of renewal under any Contract listed or that would be required to be listed, on Schedule 5.9(a); (n) sold, assigned, transferred, leased, licensed, encumbered, abandoned or permitted to lapse any of its material Intellectual Property Rights, except for non-exclusive licenses granted to customers, distributors, suppliers, or service providers in the ordinary course of business; (o) hired, engaged or terminated any current or former director, officer, employee or individual independent contractor with annual base compensation in excess of $150,000, or entered into, adopted, materially amended or terminated any Employee Plan, or materially increased the compensation or benefits payable to any current or former director, officer, employee, or individual independent contractor; (p) incurred any Liability to its directors, officers or stockholders (other than Liabilities to pay compensation or benefits in connection with services rendered in the ordinary course of business); (q) entered into any transactions with any Seller (or any Affiliate of any Seller) or any Affiliate of the Company; (r) initiated, threatened or settled any litigation or action before or by any Governmental Authority involving any member of the Company Group or any of their current or former employees or independent contractors; (s) (i) made made, changed, or revoked any election relating to Taxesmaterial Tax election, (ii) made any material change in its Tax accounting methods, (iii) settled or compromised any claimaudit, action, suit, litigationdispute, proceeding, arbitration, investigation, audit or controversy relating to Taxesinvestigation in respect of any material Tax claim or assessment, (iiiiv) consented to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, (v) filed any amended Tax ReturnReturn relating to material Taxes, or (ivvi) changed entered into any methods contractual obligation in respect of reporting income material Taxes with any Governmental Authority; (t) acquired by merging or deductions for federal income tax purposesconsolidating with, or by purchasing a substantial portion of the assets of, any Person or division thereof (other than inventory) or otherwise acquired or licensed any assets or properties (other than inventory or Intellectual Property Rights in the ordinary course of business) that were material to the Company Group taken as a whole; or (ou) committed or agreed in writing, orally or otherwise to do any of the foregoingforegoing (other than negotiations and agreements with Purchaser and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Developments. (a) Except as set forth in Schedule 4.8(a) the general nature of the business of the Company (the "Business") is described in the Offering Memorandum with respect to the Company's issuance of $160,000,000 of 13% Senior Secured Notes due 2004 (and related warrants) dated September 24, 1997 (to the extent not superseded by the Prospectus contained in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 28, 1997 (the "Registration Statement")) and the Registration Statement (collectively, the "Offering Memorandum"), which previously has been delivered to the Purchasers. (b) Except as set forth in Schedule 4.06 4.8(b) and except as contemplated by this Agreement, from since the date of the First Fiscal Quarter 2007 Unaudited Financial Statements to the date hereof, Statements: (i) there has not been any Material Adverse Change nor has any event occurred which could reasonably be expected to result in any Material Adverse Change; or (ii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Company and its Subsidiaries have conducted their respective having a replacement cost of more than $100,000 for any single loss or $500,000 for all such losses; (iii) there has not been any declaration, 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; (iv) except for grants of 78,600 shares under the Company's stock option plan, there has not been any transfer, issue, sale or other disposition by the Company of any shares of capital stock or other securities of the Company or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities; (v) except with respect to the hiring of new Employees in the ordinary course of business whose annual compensation in the aggregate is not greater than $500,000 (exclusive of benefits), the Company has not awarded or paid any bonuses to Employees of the Company nor has the Company entered into any employment, deferred compensation, severance or similar agreements (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company's directors, officers, Employees, agents or Representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, Employees, agents or Representatives, other than in the ordinary course of business consistent with past practice (including with respect which increases in the aggregate do not exceed $100,000 in annual cost to the collection of accounts receivable Company, and payment of accounts payableother than as may have been required by law or insurers; (vi) (ii) there the Company has not been a Material Adverse Effectmade any loans, and (iii) neither the Company nor advances or capital contributions to, or investments in, any of its Subsidiaries has: (a) borrowed Person or paid any amount fees or incurred or become subject expenses to any liabilities (Affiliate of the Company, other than liabilities incurred in the ordinary course for reimbursement of business, liabilities under contracts entered into expenses in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements)consistent with past practices; (bvii) except for Liens with respect to the Senior Notes, the Company has not mortgaged, pledged or subjected to any Lien, charge or other encumbrance, Lien any material portion of its assets, except Permitted Liens; (c) or acquired any assets or sold, assigned assigned, transferred, conveyed, leased or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution otherwise disposed of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Planassets, except as contemplated by this Agreement for assets acquired or to the extent required by applicable Laws; (l) terminated sold, assigned, transferred, conveyed, leased or otherwise amended any material Company Contracts other than disposed of in the ordinary course of businessbusiness consistent with past practice; (mviii) incurred any loss, destruction or casualty affecting the Company has not discharged or satisfied any Lien, or paid any obligation or liability (fixed or contingent), except in the ordinary course of its Subsidiaries business consistent with past practice and which, in the aggregate, would not covered by insurancebe material to the Company; (nix) (i) made or revoked any election relating to Taxes, (ii) settled the Company has not canceled or compromised any claimdebt or claim or amended, actioncanceled, suitterminated, litigationrelinquished, proceedingwaived or released any Contract or right except in the ordinary course of business consistent with past practice and which, arbitrationin the aggregate, investigation, audit or controversy relating would not be material to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; orthe Company; (ox) committed the Company has not transferred or agreed granted any rights under any contracts, leases, licenses, agreements or Intangible Property (as defined in writing, orally Section 4.12 hereof) used by the Company in its business which reasonably could be expected to result in a Material Adverse Change; and (xi) the Company has not made any binding commitment to make any capital expenditures or otherwise to do any capital additions or betterments in excess of $500,000 in the foregoingaggregate.

Absence of Certain Developments. Except Since December 31, 1998, Prolab has conducted its business only in the ordinary course consistent with past practice and, except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date in Section 3.09 of the First Fiscal Quarter 2007 Financial Statements to the date hereofDisclosure Schedule, there has been: (i) no change in the Company condition, financial or otherwise, of Prolab or in the assets, liabilities, properties or business of Prolab which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had a Material Adverse Effect; (ii) no mortgage, encumbrance or lien placed on any of the properties of Prolab or any of its Subsidiaries; (iii) no declaration, setting aside or payment of any dividend or other distribution with respect to, or any direct or indirect redemption or acquisition of, any shares of any capital stock of any class of Prolab or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, any such capital stock; (iv) no waiver or cancellation of any debt or claim held by Prolab; (v) no incurrence or modification of any contingent liability with respect to the obligations of others, and its Subsidiaries have conducted their respective no incurrence or modification of any other contingent or fixed obligations or liabilities except in the ordinary course of business and consistently with past practices; (vi) no increase, direct or indirect, in the compensation paid or payable to any officer, director, employee, agent or stockholder other than salary increases in the ordinary course of business consistent with past practice practice; (including with respect to the collection of accounts receivable and payment of accounts payablevii) (ii) there has not been a Material Adverse Effectno material loss, and (iii) neither the Company nor any of its Subsidiaries has: (a) borrowed any amount destruction or incurred or become subject damage to any liabilities property of Prolab, whether or not insured; (other than liabilities incurred viii) no notice of any claim of unfair labor practices or labor dispute or work stoppage involving Prolab and no change in the ordinary course senior executives of business, liabilities under contracts entered into in the ordinary course Prolab or; (ix) no acquisition or disposition of business and borrowings from banks any assets (or similar financial institutionsany contract or arrangement therefor) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into nor any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts Prolab other than in the ordinary course of business; ; (mx) no obligation or liability incurred by Prolab to any lossof their respective officers, destruction directors, stockholder or casualty affecting the Company employees, or any loans or advances made by Prolab to any of its Subsidiaries not covered their respective officers, directors, stockholders or employees, except normal compensation and expense allowances payable to officers or employees; (xi) no change in accounting methods or practices, credit practices or collection policies used by insurance; Prolab; and (nxii) no agreement or understanding whether in writing or otherwise, that would result in any of the transactions or events or require Prolab to take any of the actions specified in paragraphs (i) made or revoked any election relating to Taxes, through (iixi) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoingabove.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.06 and except as contemplated by this Agreement3.5, from since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofLatest Balance Sheet, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor occurred any of its Subsidiaries hasthe following events which would be reflected on a consolidated balance sheet (including the notes thereto) of All-Clad Holdings, Inc. as of the Closing Date if such balance sheet was prepared in a manner consistent with the Latest Balance Sheet: (a) borrowed the issuance of any material notes, bonds or other debt securities or any equity securities; (b) the borrowing of any amount of money or incurred the incurring of or become becoming subject to any liabilities liabilities, except (other than i) current liabilities incurred in the ordinary course of business, and (ii) liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liensbusiness; (c) soldthe discharge or satisfaction of any Lien or the payment of any obligation or liability, assigned or transferred any portion of its tangible assets with a value other than current liabilities paid in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issuedthe mortgage or pledge of any properties or assets or the subjection of any property or asset to any Lien, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; orexcept Liens for current taxes not yet due and payable; (e) made the sale, assignment or transfer of any capital investment in, tangible or intangible assets or the cancellation of any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures debts or commitments therefor claims except in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (f) the sale, assignment or transfer of any Intellectual Property Rights; (g) any capital expenditures or commitments therefor that aggregate in excess of $250,000 per calendar quarter; (h) made the adoption or entering into, or the amendment, modification or termination of, any collective bargaining agreement, or Employee Benefit Plan (as such term is defined in Section 3.25 hereof), or the granting of any increase in compensation or the making of any other material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant outside of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (mi) incurred any losstheft, damage, destruction or casualty affecting loss exceeding in the Company aggregate $500,000, whether or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by for expenses incurred in connection with this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereoffor events, (i) the Company and its Subsidiaries have conducted their respective business conditions, actions or transaction in the ordinary course of business consistent (all of which shall be accounted and paid for in accordance with past practice (including with respect to the collection any applicable provisions of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effectthis Agreement), and (iii) neither except as set forth on Section 3.26 of the Company nor any of its Subsidiaries hasDisclosure Schedule, since December 31, 2004, the Company has not: (a) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (b) borrowed any amount amount, obtained any letters of credit or incurred or become subject to any liabilities (other than liabilities incurred in excess of $10,000 in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liensaggregate; (c) discharged or satisfied any lien or Encumbrance or paid any obligation or liability, other than current liabilities paid in the Ordinary Course of Business and other than current federal income Tax liabilities; (d) declared or made any payment or distribution of cash or other property to Shareholders with respect to its stock, or purchased or redeemed any shares of its capital stock; (e) mortgaged or pledged any of its Assets or Properties, or subjected them to any lien, charge or any other Encumbrance, except liens for current property Taxes not yet due and payable; (f) sold, leased, subleased, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually Assets or in excess of $1,000,000 Properties, except in the aggregate outside the ordinary course Ordinary Course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securitiesBusiness, or cancelled any bonds debts or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregateclaims; (g) made any loan tochanges in any employee, consultant or entered into contractor compensation, severance or termination agreement, commitment or transaction other than routine salary increases consistent with past practice or offer employment to any other transaction with, any of its directors, officers, and employees outside the ordinary course of businessindividuals; (h) made entered into any material change in employment terms (including compensation) for any of its directors, officers transaction or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under modified any existing severance or termination pay policies or employment agreements; transaction (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees the aggregate consideration for which is in excess of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006$10,000); (i) amended its certificate of incorporationsuffered any damage, bylaws destruction or other similar constituent documentscasualty loss, whether or not covered by insurance; (j) made any material change capital expenditures, additions or improvements or commitments for the same, except those made in any method the Ordinary Course of accounting or accounting principles or practice or made any change Business which in revenue recognition practicethe aggregate do not exceed $10,000; (k) adopted, entered into, amended, altered into any transaction or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to operated the extent required by applicable LawsCompany's business not in the Ordinary Course of Business; (l) terminated made any change in its accounting methods or otherwise amended any material Company Contracts practices or ceased making accruals for taxes, obsolete inventory, vacation and other than in the ordinary course of businesscustomary accruals; (m) incurred any lossceased from reserving cash to pay taxes, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insuranceprincipal and interest on borrowed funds, and other customary expenses and payments; (n) caused to be made any reevaluation of any of its Assets or Properties; (io) caused to be entered into any amendment or termination of any lease, customer or supplier contract or other material contract or agreement to which it is a party, other than in the Ordinary Course of Business; (p) made any material change in any of its business policies, including, without limitation, advertising, distributing, marketing, pricing, purchasing, personnel, sales, returns, budget or revoked any election relating product acquisition or sale policies; (q) terminated or failed to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Returnrenew, or received any written threat (ivthat was not subsequently withdrawn) changed to terminate or fail to renew, any methods contract or other agreement that is or was material to the Company's business or its financial condition; (r) permitted to occur or be made any other event or condition of reporting income any character which has had a Material Adverse Effect on it; (s) waived any rights material to its financial or deductions for federal income tax purposesbusiness condition; (t) made any illegal payment or rebates; or (ou) committed or agreed in writing, orally or otherwise entered into any agreement to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement4.06, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofsince December 31, 2006 (i1) the Company and its Subsidiaries ▇▇▇▇▇▇▇’▇ Companies have conducted their respective business businesses only in the ordinary course of business consistent with past practice in all material respects and have used their respective commercially reasonable efforts to preserve the business intact in all material respects and (including with respect to the collection of accounts receivable and payment of accounts payable) (ii2) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effectmaterial adverse effect. Without limiting the generality of the foregoing, and (iii) neither except in the Company nor any ordinary course of its Subsidiaries business or as set forth on the attached Schedule 4.06, since December 31, 2006, none of the ▇▇▇▇▇▇▇’▇ Companies has: (a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities Indebtedness incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected any of its assets to any Lien, charge or other encumbrance, any material portion of its assetsLiens, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value assets, except in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) sold, assigned or, transferred or licensed any ▇▇▇▇▇▇▇’▇ Intellectual Property; (e) suffered any material extraordinary losses or waived any rights of material value; (f) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made made, granted or promised any loan tobonus or wage or salary increase to any member of the management team, officer or director, or entered into made, executed or promised any other transaction withchange in employment terms for any member of the management team, any of its directors, officers, and employees outside officer or director; (h) other than in the ordinary course of business; (h) made , made, granted or promised any material change in employment terms (including compensation) for any of its directors, officers bonus or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance wage or termination pay salary increase to any director, officer, or employee who is not a member of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006management team; (i) amended made any change to its certificate of incorporation, bylaws charter or other similar constituent organizational documents; (j) made any material change capital expenditures or commitments thereof in any method excess of accounting Twenty-Five Thousand Dollars ($25,000) individually or accounting principles or practice or made any change Seventy-Five Thousand Dollars ($75,000) in revenue recognition practice;the aggregate: (k) adoptedchanged its tax reporting or accounting policies or practices, entered intoincluding practices with respect to depreciation or amortization policies, amended, altered the payment of accounts payable or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws;collection of accounts receivable; or (l) terminated made any agreement or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to Taxes, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writing, orally or otherwise commitment to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 2.6, since December 31, 2017, no Material Adverse Effect shall have occurred. Except (i) as set forth on Schedule 2.6 or (ii) in connection with the process for the sale of the Company and except its Subsidiaries and ▇▇ ▇▇▇▇▇▇▇ or as contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to including Section 8.2(j) and 8.2(k), since December 31, 2017 until the date hereof, (i) the Company and its Subsidiaries businesses of the APN Entities have been conducted their respective business only in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries no APN Entity has: (a) borrowed (i) sold, leased, assigned, licensed, disposed of or otherwise transferred any amount of its material assets or incurred or become subject to portion thereof having a value in excess of $2,000,000 in the aggregate (excluding any liabilities (Proprietary Rights), other than liabilities incurred sales, leases, assignments, licenses, dispositions or transfers of finished goods inventory, obsolete assets or assets with no book value, in the ordinary course of business, liabilities under contracts entered into each case in the ordinary course of business and borrowings from banks consistent with past practice, (ii) purchased or similar financial institutions) necessary to meet otherwise acquired any material assets with a purchase price in excess of $2,000,000 in the aggregate (except for purchases of raw inventory in the ordinary course working of business consistent with past practice), (iii) made any capital requirements)expenditures (except for capital expenditures which do not exceed $5,000,000 individually or in the aggregate or were made pursuant to Section 6.1(b)(2) or (iv) adopted a plan or agreement of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or material reorganization; (b) mortgagedsuffered any casualty loss, pledged theft, damage or subjected to destruction of any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with having a value in excess of $250,000 2,000,000 individually or in excess of $1,000,000 in the aggregate aggregate, except for any such casualty loss, theft, damage or destruction fully covered by insurance; (c) created, incurred, assumed or guaranteed any Indebtedness outside the ordinary course of businessbusiness involving more than $10,000,000 in the aggregate; (d) issued, sold amended or transferred authorized the amendment of 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; orgoverning documents; (e) made any capital investment inmaterial change in its accounting or financial reporting methods or practices, except in so far as was required by a change in GAAP, including practices with respect to depreciation or amortization policies or rates and the payment of accounts payable or collection of accounts receivable, or taken any loan to, any other Person (other than a Subsidiary of actions to accelerate sales into periods prior to the Company)Closing that would otherwise reasonably have been expected to occur following the Closing; (f) made any capital expenditures loan to, or commitments therefor any acquisition of substantially all of the assets or equity of (including by merger or consolidation), any other Person, in each case involving a payment by such APN Entity in excess of $250,000 individually or in excess of $1,000,000 5,000,000 in the aggregate; (g) made (i) granted or paid any loan increase in the compensation of or employee benefits payable to any of its current or former directors, officers or key employees, other than (A) ordinary course of business adjustments to compensation or benefits consistent with past practice, or (B) as required by applicable Law or the terms of any Employee Plan, (ii) granted, accelerated or modified the period of exercisability or vesting of equity compensation awards, (iii) established, adopted, entered into or amended any collective bargaining agreement or any other work rule or practice, (iv) hired or terminated (other than for cause) any employee, consultant or independent contractor having annualized base compensation greater than $200,000, (v) established, adopted, entered into, materially amended or terminated any material Employee Plan, except as required by applicable Law or pursuant to the terms of any Employee Plan, or (vi) granted any severance or termination pay to, or entered into any other transaction severance agreement with, any of its directorsdirector, officersofficer, and employees outside the ordinary course of businessconsultant or individual independent contractor; (h) made sold, transferred or assigned or granted any license or sublicense under or with respect to any material change Proprietary Rights owned by any APN Entity, except non-exclusive licenses or sublicenses granted in employment terms (including compensation) for any the ordinary course of its directors, officers or employees having employment contracts business consistent with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006past practice; (i) amended its certificate abandoned or failed to maintain any registered or pending material Proprietary Rights owned by any APN Entity, or failure to take or maintain reasonable measures to protect the confidentiality of incorporation, bylaws or other similar constituent documentsany material trade secret owned by any APN Entity; (j) made cancelled or taken any material change action that would reasonably be expected to result in the non-renewal or lapse of any method insurance coverage of accounting or accounting principles or practice or made any change in revenue recognition practicethe APN Entities set forth on Schedule 2.18; (k) adoptedcancelled or compromised any material Action, entered intoor waived or released any material right, amendedor instituted, altered settled or terminated (partially or completely) agreed to settle any PlanAction, except as contemplated by this Agreement or to the extent required by applicable Lawsin each case, involving more than $500,000; (l) terminated issued, granted, sold or otherwise amended permitted to become outstanding, acquired or pledged, or otherwise encumbered any material Company Contracts equity interests, in each case, other than Permitted Liens or any Lien that will be discharged at Closing in connection with the repayment of the Closing Repaid Indebtedness; (m) created or incurred any Lien on any assets, in each case, other than Permitted Liens or any Lien that will be discharged at Closing in connection with the repayment of the Closing Repaid Indebtedness; (n) except in the ordinary course of business; business consistent with past practice or extensions at the end of a term of a Contract in the ordinary course of business consistent with past practice: entered into, transferred or terminated (m) incurred except for any losstermination upon expiration of a term in accordance with the terms and conditions thereof), destruction or casualty affecting the Company materially modified or amended, or waived any material obligation of another party under, any Material Contract (or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked any election relating to TaxesContract that, (ii) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Return, or (iv) changed any methods of reporting income or deductions for federal income tax purposesif in effect on the date hereof would constitute a Material Contract); or (o) committed or agreed in writingentered into any Contract with respect to, orally or otherwise irrevocably committed to do do, any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from Since the date of the First Fiscal Quarter 2007 Financial Statements to the date hereofTSLC Balance Sheet, (i) no event, change, fact, condition or circumstance has occurred or arisen that has had, or would reasonably be expected to have, a Material Adverse Effect on TSLC or its Subsidiaries, (ii) the Company business of each of TSLC and its Subsidiaries have has been conducted their respective business in all material respects in the ordinary course Ordinary Course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, Business and (iii) neither the Company nor any TSLC and each of its Subsidiaries hashas not taken any of the following actions: (a) borrowed amend its Organizational Documents to effect any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of businesssplit, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (combination, reclassification or similar financial institutions) necessary action with respect to meet ordinary course working capital requirements)its equity or preferred interests, including the TSLC Common Stock and the TSLC Preferred Stock, or rights thereto or adopt or carry out any plan of complete or partial liquidation or dissolution; (b) mortgaged, pledged (i) merge or subjected to consolidate with any Lien, charge or other encumbrance, Person; (ii) acquire any material portion of its assets, except Permitted Liensfor acquisitions of assets in the Ordinary Course of Business; or (iii) make any loan, advance or capital contribution to, acquire any equity interests in or rights thereto, or otherwise make any investment in, any Person (other than loans and advances to employees in the Ordinary Course of Business in an aggregate amount at any one time outstanding of not more than $50,000, and other than loans or advances to, or investments in, wholly-owned Subsidiaries of TSLC existing on the date of this Agreement that are made in the Ordinary Course of Business); (c) sold, assigned or transferred permit any portion of its tangible material assets with to become subject to an Encumbrance (other than a value in excess Permitted Encumbrance) or sell, Lease, license or otherwise dispose of $250,000 individually or in excess any of $1,000,000 its material assets, other than sales of assets in the aggregate outside the ordinary course Ordinary Course of business;Business; or (d) issuedbecome a party to, sold or transferred make any of its capital stock or other equity securitiescommitment to become a party to any joint venture, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securitiesoff balance sheet partnership, or any bonds or debt securities; or (e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; (h) made any material change in employment terms similar Contractual Obligation (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay Contractual Obligation relating to any director, officer, transaction or employee of the Company relationship between or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to the extent required by applicable Laws; (l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (m) incurred any loss, destruction or casualty affecting the Company among TSLC or any of its Subsidiaries not covered by insurance; (n) (i) made or revoked Subsidiaries, on the one hand, and any election relating to Taxesother Person, (ii) settled or compromised including any claimstructured finance, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) filed any amended Tax Returnspecial purpose, or (iv) changed any methods of reporting income or deductions for federal income tax purposes; or (o) committed or agreed in writinglimited purpose Person, orally or otherwise to do any of on the foregoingother hand.