Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any of the Acquired Companies has: (a) subjected any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired Company; or (h) committed to do any of the foregoing.

Absence of Certain Developments. Except for Since the execution and delivery date of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000Latest Balance Sheet, there has not been any Material Adverse ChangeEffect. Except as expressly contemplated by this Agreement, or any event or development whichsince the date of the Latest Balance Sheet, individually or together with other such events, could reasonably be expected to result the Company and its Subsidiaries have conducted the Business in a Material Adverse Changethe ordinary course of business. Without limiting the foregoing, except Except as set forth on Schedule 3.6 or except as expressly contemplated by this Agreement, since the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000date of the Latest Balance Sheet, neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies its Subsidiaries has: (a) subjected any material portion of the properties amended or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances)modified its Organizational Documents; (b) entered intosold, amended licensed, leased, assigned, transferred or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock otherwise disposed of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000its material tangible assets; (i) increased sold, assigned, exclusively licensed, allowed to lapse, disposed of, or otherwise transferred any material Intellectual Property owned by the salaryCompany or its Subsidiaries, wages except in the ordinary course of business; 33067829.14 (d) issued, repurchased, sold or transferred any of its shares of stock or other compensation equity securities, securities convertible into its stock or other equity securities (in each case, whether restricted or unrestricted) or warrants, options, profits interests, phantom equity interests, stock appreciation rights or other rights to acquire its shares of any officer stock or employee of any Acquired Company whose annual salary isother equity securities, or after giving effect to such change would beany bonds or debt securities; (e) made any capital investment in, $150,000 or more; any loan to, or guarantee for the benefit of, any other Person (ii) established or modified with respect to any Acquired Company any other than a Subsidiary of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawCompany); (f) (i) created, incurred, either directly assumed or on behalf suffered to exist any Indebtedness, issuance of an Acquired debt securities, guarantees, loans or advances to the Company or any Subsidiary of the Company except under the Company, any indebtedness ’s existing revolving credit facility for working capital purposes in an aggregate principal amount exceeding $100,000 (net the ordinary course of any amounts discharged during such period), business or (ii) voluntarily purchasedmade any voluntary purchase, cancelledcancellation, prepaid prepayment, or completely complete or partially discharged partial discharge in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (Indebtedness, except under the Company’s existing revolving credit facility for working capital purposes in either case other than any indebtedness the ordinary course of any Acquired Company owing to another Acquired Company)business; (g) declared, set aside, or paid any dividend or made any distribution with respect to its shares of stock or redeemed, purchased, or otherwise acquired any of its shares of stock, except for dividends or distributions made by the Company’s Subsidiaries to their respective parents in the ordinary course of business; (h) made any capital expenditures or commitments therefor outside of the Company’s finally approved 2019 budget exceeding $50,000 individually or $150,000 in the aggregate; (i) hired, engaged or terminated the employment or engagement of any employee or individual independent contractor of the Company or any of its Subsidiaries with annual base salary in excess of $100,000; (j) (i) increased the compensation or benefits (including severance or termination payments or benefits) payable to any current (or former) officer, director, employee or independent contractor of the Company or any of the Company’s Subsidiaries whose annual base salary is (or was at the time of his or her termination) in excess of $100,000 after giving effect to such increase, (ii) established, modified, amended in any material respect or terminated any existing Plan, other than amendments that do not materially increase benefits or result in materially increased administrative costs, (iii) increased or accelerated the funding, payment or vesting of the compensation or benefits provided under any Plan or (iv) granted or materially modified any bonus or any equity or equity-based awards, severance or termination pay under any Plan or otherwise, to any officer, director, employee, or independent contractor of the Company or any of the Company’s Subsidiaries; (k) adopted a plan of liquidation, dissolution, merger, consolidation or other reorganization; 33067829.14 (l) become liable in respect of any guarantee or has incurred, assumed or otherwise incurred any Liability in respect of any Indebtedness, except for borrowings in the ordinary course of business under credit facilities in existence on the date of the Latest Balance Sheet; (m) created, incurred, assumed or permitted to exist any Lien on any of its assets, tangible or intangible, other than Permitted Liens; (n) suffered any material loss, destruction, damage or eminent domain taking (in each case, whether or not insured); (o) made any change in any method of accounting or accounting practices or policies or made any write down in the value of its inventory that is material or that is other than in the ordinary course of business or reversed any accruals or reserves (whether or not in the ordinary course of business); (p) made, changed or revoked any material Tax election; settled any Action in respect of Taxes; or entered into any contract in respect of Taxes with any Governmental Authority; elected or changed any method of accounting policies for Tax purposes, changed any annual Tax accounting period, settled any audit, assessment, dispute, proceeding or investigation in respect of Taxes, surrendered any right to claim a Tax refund, filed any amended Tax Return, or entered into any contractual obligation in respect of Taxes with any Governmental Authority. (q) accelerated the collection of or discounted accounts receivable, delayed the payment of accounts payable or accrued expenses, delayed the purchase of supplies or delayed capital expenditures, repairs or maintenance; (r) taken any action or failed to take any action that has had, or could reasonably be expected to have, the effect of accelerating to pre-Closing periods sales to customers or others that would otherwise be expected to occur after the Closing; (s) terminated or closed any facility, business or operation; (t) adopted, amended or terminated any Plan or collective bargaining agreement or other contract with any Union or, except as required by the terms of any Acquired CompanyPlan or applicable Legal Requirements, increased any benefits under any Plan; (u) written up or written down any of its material assets or revalued its inventory; (v) paid, discharged, settled or satisfied any Action or any material Liability, other than trade payables in the ordinary course of Business, nor waived any material rights; (w) entered into, terminated, not renewed or materially modified any contract that is, a Material Contract; (x) instituted, or has threatened to institute, any Action; (y) entered into an agreement to lease, sublease, license, occupy or purchase any real property; (z) entered into any contract to do any of the things referred to elsewhere in this Section 3.6; (aa) failed to maintain in full force and effect any insurance policy in effect, except for any policy replaced by a new or successor policy of substantially similar coverage; or (hbb) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution transactions contemplated hereby and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Dateexcept as set forth in Schedule 3.8, since October December 31, 2000, 2009 the Company has conducted its business in the Ordinary Course of Business and there has not been any Material Adverse Changeevent, change, occurrence or any event or development whichcircumstance that, individually or together in the aggregate with other any such events, could changes, occurrences or circumstances, has had or based upon the Company’s Knowledge as to not only the facts, but also as to the reasonable likelihood of a Company Material Adverse Effect subject to the MAE Exceptions, based upon the facts known as of the date of this representation (which for the avoidance of doubt, the date of this representation shall be deemed to be date hereof and the Closing Date), would reasonably be likely as modified by, or except as otherwise permitted under Section 5.2 hereof, would reasonably be expected to result in have a Company Material Adverse ChangeEffect. Without limiting the generality of the foregoing, since December 31, 2009, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any of the Acquired Companies hasin Schedule 3.8: (a) subjected there has not been any material portion damage, destruction or loss, whether or not covered by insurance, with respect to the assets of the properties Company (whether tangible or assets intangible) having a replacement cost of more than $25,000 for any Acquired Company to any Lien single loss or Encumbrance (other than Permitted Encumbrances)$50,000 for all such losses, including without limitation, writing down the value of inventory or writing off notes or accounts receivable; (b) entered intothere has not been any declaration, amended setting aside or terminated payment of any material leasedividend or other distribution in respect of any shares of capital stock of the Company or any repurchase, contractredemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, agreement or commitment applicable other ownership interest in, the Company; (c) except as disclosed to the Acquiror prior to the date hereof in writing or on Schedule 3.8, the Company has not awarded or paid any bonuses to any Acquired Companyemployees which would bind, obligate or taken any other action become a liability of the Surviving Company after Closing, or entered into any other material transaction applicable employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any Acquired employees or any of the Company’s directors, independent consultants, 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 employees, independent consultants, directors, agents or representatives, which would bind, obligate or become a liability of the Surviving Company after Closing; (d) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (e) the Company has not made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (f) the Company has not entered into any transaction or Contract other than in the Ordinary Course of Business or as contemplated hereby; (g) the Company has not failed to promptly pay and discharge current liabilities except where disputed in good faith by appropriate proceedings or in the Ordinary Course of Business; (ch) declaredthe Company has not made any loans, set aside advances or capital contributions to, or investments in, any Person; (i) the Company has not paid outside any fees or expenses to any Shareholder or any director, officer, partner, shareholder or Affiliate of any Shareholder, other than in the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) as reflected on the books and records of the Capital Stock of any Acquired Company; (dj) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired the Company except for amounts less than $50,000; has not (i) increased the salarymortgaged, wages pledged or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect subjected to any Acquired Company Encumbrance any of the (x) targets, goals, pools or similar provisions in respect assets of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchasedacquired any assets or sold, cancelledassigned, prepaid transferred, conveyed, leased or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right otherwise disposed of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)material assets; (gk) made the Company has not discharged or satisfied any material change Encumbrance, or paid any liability, except in the accounting policies Ordinary Course of Business; (l) the Company has not canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Contract or right; (m) the Company has not made or committed to make any capital expenditures or capital additions or betterments in excess of $10,000 in the aggregate; (n) except for the ▇▇▇▇▇ Advance, the Company has not issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness in an amount in excess of $20,000 in the aggregate; (o) the Company has not granted any license or sublicense of any Acquired Company; orrights under or with respect to any Proprietary Rights; (hp) committed the Company has not instituted or settled any Legal Proceeding; (q) there has been no event, occurrence, development, state of circumstances, facts, or condition of any character that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect subject to the MAE Exceptions; and (r) the Company has not agreed, committed, arranged or entered into any understanding to do any of the foregoinganything set forth in this Section 3.8.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002012, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," Developments Schedule or except as expressly contemplated by this Agreement, since October December 31, 2000, neither Seller (solely with respect 2012 to the Acquired Companies) date hereof, the Company and its Subsidiaries have conducted their business in the Ordinary Course of Business, and neither the Company nor any of the Acquired Companies its Subsidiaries has: (a) subjected effected any material portion of the properties recapitalization, reclassification, merger, consolidation, equity dividend, equity split or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances)like change in its capitalization; (b) entered transferred, issued, sold, pledged, encumbered, disposed or delivered any units or shares of its or 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 units or shares of its or its Subsidiaries’ equity securities, except for issuances of Units upon exercise of outstanding Options or as otherwise expressly contemplated by this Agreement; (c) amended its or terminated its Subsidiaries’ certificate or articles of formation or incorporation, operating agreement or bylaws or other organizational documents; (d) sold, assigned or transferred any material leaseportion of its assets, contractproperties or rights, agreement except in the Ordinary Course of Business or commitment applicable pursuant to any Acquired Companyagreement set forth on the Contracts Schedule; (e) materially amended, terminated or accelerated, or taken exercised or waived any other action material rights under, any contract required to be disclosed on the Contracts Schedule (or any contract that would be required to be disclosed on the Contracts Schedule, but for the amendment, termination, acceleration, or exercise or waiver of any rights thereunder), or entered into any other material transaction applicable contract required to any Acquired Company be disclosed on the Contracts Schedule, in each case other than in the Ordinary Course of Business; (cf) declared, set aside made any loans or paid outside of incurred any Indebtedness other than in the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)Business; (g) made any material change capital expenditures in excess of $300,000 individually or $500,000 in the accounting policies aggregate or commitments therefor; (h) granted any material Lien (other than Permitted Liens) in any of the Owned Real Property or Leased Real Property; (i) (i) materially increased the compensation or fringe benefits (including vacation or paid-time-off entitlement) of any Acquired Companypresent or former director, officer, employee, individual consultant or independent contractor of the Company or any of its Subsidiaries, other than compensation raises to employees who are not officers or directors of the Company or any Company Subsidiary, individual consultants and independent contractors which are made in the Ordinary Course of Business and did not exceed 10% with respect to any such Person, (ii) granted any severance, bonus or termination pay to any present or former director, officer, employee, individual consultant or independent contractor of the Company or any of its Subsidiaries, (iii) granted any equity or equity-based awards or (iv) forgiven or discharged in whole or in part any outstanding material loans or advances to any present or former director, officer, employee, individual consultant or independent contractor of the Company or any of its Subsidiaries; (j) settled, compromised or waived any material right in respect of any material litigation; or (hk) committed to do any materially accelerated the collection of accounts receivable, materially delayed the foregoingpurchase of supplies, materially delayed normal capital expenditures, repairs or maintenance, or materially delayed payment of accounts payable or accrued expenses.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002004, there has not been any Material Adverse Changeoccurred no fact, or any event or development which, individually circumstance which has had or together with other such events, could would reasonably be expected to result in have a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as expressly contemplated by this Agreement and as set forth on the Schedule 2.9 attached "DEVELOPMENTS SCHEDULE," hereto, since October December 31, 20002004, neither Seller (solely the Company has conducted its business only in the ordinary course consistent with respect to past custom and practice, and the Acquired Companies) nor any of the Acquired Companies hasCompany has not: (a) subjected authorized for issuance, issued, sold, delivered, or granted any material portion of the properties notes, bonds or assets of other debt securities or any Acquired Company to capital stock or other equity securities or any Lien securities or Encumbrance (rights convertible, exchangeable or exercisable into any capital stock or other than Permitted Encumbrances)equity securities; (b) entered into, amended or terminated incurred any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of BusinessIndebtedness; (c) discharged or satisfied any Lien or paid any material obligation or Liability, other than current Liabilities paid in the ordinary course of business consistent with past custom and practice; (d) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in payment or distribution of cash or in kind) other property with respect to its capital stock or other equity securities or purchased, redeemed or otherwise acquired any shares (of its capital stock or other interests) of the Capital Stock of equity securities (including any Acquired Companywarrants, options or other rights to acquire its capital stock or other equity securities); (de) made sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any capital expenditures of its assets, tangible or commitments for capital expenditures on behalf intangible, , or taken any action that could reasonably be expected to cause the loss, lapse or abandonment of any Acquired Company Intellectual Property Rights, except for amounts less than $50,000; (i) increased in the salary, wages or other compensation ordinary course of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified business consistent with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawpast custom and practice; (f) (i) incurred, either directly made or on behalf of an Acquired Company, granted any indebtedness in an aggregate principal amount exceeding $100,000 (net of bonus or any amounts discharged during such period), wage or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect salary increase to, or waived changed any right material employment or retention terms with, any employee or group of employees or contractors, including salespersons (other than bonuses and wage increases in the ordinary course of business consistent with past custom and practice), entered into or increased amount or duration of any Acquired Company underseverance arrangement, or made or granted any indebtedness of increase in any employee benefit plan or owing to arrangement, or amended or terminated any Acquired Company (in either case other than existing employee benefit plan or arrangement or adopted any indebtedness of new employee benefit plan or arrangement, or entered into, modified or terminated any Acquired Company owing to another Acquired Company)collective bargaining agreement or relationship; (g) made capital expenditures or commitments therefor in excess of $200,000 in the aggregate (but has made all capital expenditures required to be made in the ordinary course to preserve and maintain the business of the Company); (h) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons or formed any Subsidiary; (i) suffered any damage, destruction or casualty loss exceeding $10,000 in the aggregate, whether or not covered by insurance, or experienced any material changes in the amount and scope of insurance coverage; (j) made any change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the accounting policies value of its inventory that is material or outside of the ordinary course of business consistent with past custom and practice; (k) other than compensation paid in the ordinary course of business, consistent with past custom and practice, directly or indirectly engaged in any transaction or entered into, amended or terminated, any arrangement with any of its officers, directors, shareholders or other Affiliates; (l) amended its charter, bylaws or other organizational documents; (m) taken any action or omitted to take any action which act or omission would reasonably be expected to have a Material Adverse Effect; (n) entered into any new line of business, or incurred or committed to incur any capital expenditures, obligations or Liabilities in connection therewith; (o) entered into any acquisition agreement or agreement to acquire by merger, consolidation or otherwise, or agreement to acquire a substantial portion of the assets of, or in any other manner, any business of any Acquired Companyother Person; (p) cancelled or waived (i) any right material to the operation of its business or (ii) any debts or claims against any of its Affiliates; (q) accelerated, terminated, modified or cancelled any agreement, contract, lease, license or other arrangement involving more than $25,000; (r) delayed, postponed or canceled the payment of accounts payable or any other Liability; or (hs) committed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002017, there has not been occurred any Material Adverse Changeevent, occurrence, fact, circumstance or change that has had, or any event or development which, individually or together with other such events, could reasonably would be expected to result in have, a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 2.07 or as contemplated by this Agreement, since October December 31, 20002017, neither Seller (solely the Companies have operated their businesses in the ordinary course of business consistent with respect to the Acquired Companies) nor any past practice in all material respects, and none of the Acquired Companies has: (a) subjected sold, leased, assigned or transferred any material portion of its assets or property, or suffered the properties or assets imposition of any Acquired Company to mortgage, pledge or other Lien upon any Lien material portion of its assets or Encumbrance (other than Permitted Encumbrances)property outside the ordinary course of business, or entered into any contract or letter of intent with respect thereto; (b) entered intoeffected any recapitalization, amended reclassification, equity or terminated any material leaseother dividend, contractequity split, agreement adjustment, combination, subdivision or commitment applicable to any Acquired Companylike change in its capitalization, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside any other distribution of the Ordinary Course any kind (whether in cash, stock or property) to any equityholder, except for distributions of Business any dividends Seller Property, or made any direct or indirect redemption, retirement, purchase or other distributions (whether in cash or in kind) with respect to acquisition of any shares of capital stock or other equity interests; (c) issued (or other interestsmade commitments to issue) of the Capital Stock of any Acquired Companyadditional securities; (d) merged or consolidated with or made any capital expenditures equity investment in, or any loan or advance to, or any acquisition of the securities or assets of, any other Person (other than advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees, Independent Contractors and third-party transportation providers of any of the Companies in the ordinary course of business, including but not limited to advances made to Independent Contractors with respect to vehicle repairs); (e) made commitments for capital expenditures on behalf in excess of $25,000 in the aggregate other than as contemplated by the Companies’ list of year to date and planned capital expenditures set forth in Schedule 2.07(e); (f) granted any Acquired Company except for license or sublicense of, assigned or transferred any material rights under or with respect to any Intellectual Property other than in the ordinary course of business; (g) suffered any event of damage, destruction, casualty loss or claim exceeding $25,000 individually or in the aggregate, in excess of amounts less than $50,000covered by applicable insurance; (h) failed to maintain their respective material assets in substantially their current physical condition in accordance with past practice, normal wear and tear excepted, and in accordance with the manufacturer’s specifications and warranties; (i) increased made any changes to policies or timing of repairs, maintenance and purchasing, and installation of tires, fuel and other replaceable operating supplies; (j) granted any increase in the salaryamount of cash compensation, wages benefits, retention or severance pay payable or potentially payable to any of its directors, officers or other compensation of senior executives or adopted, amended or terminated any Plan or Benefit Program; (k) made any payment or commitment to pay any pension, retirement allowance, retiree medical or other employee benefit, any amount relating to unused vacation days or other paid time off, retention, severance or termination pay to any director, officer or employee other than in the ordinary course of any Acquired Company whose annual salary is, business consistent with past practice and which payments or after giving effect commitments to such change would be, pay do not exceed $150,000 or more; (ii) established or modified with respect to any Acquired Company any of 25,000 in the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawaggregate; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gl) made any material change in the accounting accounting, auditing or tax reporting methods, policies or practices; (m) made or revoked any election with respect to Taxes of any Acquired Company thereof or changed its tax year; (n) accelerated or changed any of its practices, policies, procedures or timing of the billing of customers or the collection of their accounts receivable, pricing and payment terms, cash collections, cash payments or terms with vendors other than in the ordinary course of business in accordance with reasonable commercial practices; (o) delayed or postponed the payment of accounts payable or accrued expenses or the deferment of expenses other than in the ordinary course of business in accordance with reasonable commercial practices; (p) made any payment or incurred any obligation in excess of $100,000, other than in the ordinary course of business consistent with past practices; (q) received a complaint or notice that an investigation against any Company has been commenced by any Governmental Authority or, to Sellers’ Knowledge, that any other event has occurred which calls into question any permit necessary for any Company to conduct its business and to own and operate such Company’s material assets; (r) received any notice from any customer, supplier, Governmental Authority or any other Person, the result of which could reasonably be expected to materially impact the business of any Company; (s) discharged or satisfied any Lien, or subjected any Company or any of such Company’s material assets to any Lien; or (ht) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution transactions contemplated by this Agreement or as otherwise set forth on Schedule 3.13, 3.16, 3.17 or 3.22 hereto, since June 30, 2001, the Companies have conducted the Business only in the Ordinary Course of Business and delivery have not: (a) Sold, leased, assigned or otherwise transferred any material properties or assets, or disposed of or permitted to lapse any rights in any Permit or Intellectual Property owned or used by the Companies, other than in the usual and Ordinary Course of Business, or organized any new business entity or acquired any equity securities, assets, properties, or business of any Person or any equity or ownership interest in any business or merged with or into or consolidated with any other Person; (b) Suffered, sustained or incurred any material Loss or waived or released any material right or claim, whether or not in the Ordinary Course of Business; (c) Suffered, sustained or incurred any material damage, destruction or casualty loss to any material properties or assets, whether or not covered by insurance; (d) Engaged in any transaction not in the Ordinary Course of Business; (e) Made any capital expenditure (or series of related capital expenditures) exceeding $50,000; (f) Subjected any of its properties or assets to any Encumbrance, whether or not in the Ordinary Course of Business; (g) Issued any note, bond or other debt security; created, incurred or assumed any indebtedness for borrowed money or capitalized lease obligation or otherwise incurred any material Liability, except current Liabilities incurred in the Ordinary Course of Business; (h) Discharged or satisfied any Encumbrance, or paid any material Liability, other than current Liabilities shown on the Companies' Balance Sheet(s) as of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Balance Sheet Date, and current Liabilities incurred in the Ordinary Course of Business since October 31the Balance Sheet Date; (i) Declared, 2000set aside or paid a dividend or made any other distribution with respect to any class or series of capital stock of the Companies, there has or directly or indirectly redeemed, purchased or otherwise acquired any shares of any class or series of the Companies' capital stock; (j) Increased the salary, wage or other compensation or level of benefits payable or to become payable by the Companies to any of their (i) employees or agents other than in the Ordinary Course of Business, or (ii) officers and directors; (k) Loaned money to any Person or guaranteed any loan to or Liability of any Person, whether or not been in the Ordinary Course of Business; (l) Except as described in the Schedules hereto, amended or terminated any of the Operating Contracts (as hereinafter defined), except in the Ordinary Course of Business; (m) Changed accounting methods or practices (including, without limitation, any change in depreciation, amortization or cost accounting policies or rates); (n) Suffered, sustained or incurred any Material Adverse ChangeChange in the properties, assets, Liabilities, revenues, income, business, operations, results of operations or financial condition of the Companies; (o) Received notice from any customer, supplier, vendor, Governmental Body or any event other Person which would, with substantial certainty, give rise to or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth Effect on the attached "DEVELOPMENTS SCHEDULE," since October 31Companies; (p) Delayed or postponed the payment of accounts payable or other Liabilities outside of the Ordinary Course of Business; (q) Entered into any employment Contract or collective bargaining agreement, 2000written or oral, neither Seller (solely with respect to or modified the Acquired Companies) nor terms of any existing such Contract or agreement or adopted, amended, modified or terminated any Benefit Plan for the benefit of any of the Acquired Companies has: (a) subjected any material portion of the properties Companies' directors, officers or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances)employees; (br) entered intoMade any change or amendment in its articles of incorporation, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Companybylaws, or taken other governing instruments; (s) Issued or sold any other action securities; acquired, directly or indirectly, by redemption or otherwise, any securities; reclassified, split-up or otherwise changed any such equity security; or granted or entered into any other material transaction applicable to options, warrants, calls or commitments of any Acquired Company kind with respect thereto; (t) Incurred any Liability other than in the Ordinary Course of Business; (cu) declared, set aside or paid outside of Failed to pay any material Liability when and as due; (v) Entered into any Contract other than in the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company;Business; and/or (dw) made Entered into any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired Company; or (h) committed Contract to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateSince September 30, since October 31, 20002013, there has not been any Material Adverse Changeoccurred no fact, or any event or development which, individually circumstance which has had or together with other such events, could would reasonably be expected to result in have a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as expressly contemplated by this Agreement and as set forth on the Schedule 2.9 attached "DEVELOPMENTS SCHEDULE," hereto, since October 31September 30, 20002013, neither Seller (solely with respect to the Acquired Companies) nor any of the Acquired Companies no Target Company has: (a) subjected any material portion amended its certificate of the properties formation, limited liability company agreement or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances)organizational documents; (b) entered intoissued, amended delivered or terminated sold or proposed or agreed to issue, deliver or sell any material leaseEquity Interest, contractor issued, agreement delivered or commitment applicable sold or proposed or agreed to issue any securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to purchase or rights to subscribe for, calls, conversion rights, commitments, other securities relating to any Acquired CompanyEquity Interests, or taken sold, transferred or otherwise disposed of any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of BusinessEquity Interest; (c) declaredincurred, issued or guaranteed any Indebtedness (other than Indebtedness set aside forth on Schedule 2.4 attached hereto) or paid outside incurred, created or assumed any Liens (other than Permitted Liens) upon any of the Ordinary Course of Business any dividends its material assets, tangible or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Companyintangible; (d) made discharged or paid any capital expenditures material obligation or commitments for capital expenditures on behalf Liability, other than current Liabilities paid in the ordinary course of business consistent with past practice; (e) declared any Acquired Company except for amounts less distribution of cash or other property with respect to its Equity Interests that remains unpaid, or repurchased, redeemed or otherwise acquired any Equity Interests in any Target Company; (f) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of its material assets, tangible or intangible, other than $50,000sale or use of consumables or other inventory in the ordinary course of business consistent with past practice; (g) materially amended or modified any Material Contract, waived any material default, claim or other right under any Material Contract, or terminated any contract that would constitute a Material Contract if in effect as of the date hereof, (h) terminated, cancelled, amended, waived, modified or failed to maintain or comply with any material Permit; (i) made or granted any bonus or any wage or salary increase to, or changed any material employment or retention terms with, any employee or group of employees or contractors, including salespersons (other than bonuses and wage or salary increases in the ordinary course of business consistent with past custom and practice), entered into or increased the salary, wages amount or other compensation duration of any officer or employee of any Acquired Company whose annual salary isseverance arrangement, or after giving effect to such change would bemade or granted any increase in any Employee Benefit Plan or arrangement, $150,000 or more; (ii) established amended or modified with respect to terminated any Acquired Company any of the (x) targets, goals, pools existing Employee Benefit Plan or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary rangesadopted any new Employee Benefit Plan or arrangement, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial any collective bargaining agreement or complete) any Benefit Plan except to the extent required by applicable lawrelationship; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gj) made any material change in its cash management practices or in any material method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with past custom and practice; (k) made or changed any material Tax election, changed any annual accounting policies period, adopted or changed any material accounting method, filed any amended Tax Return, entered into any closing agreement, settled any material Tax claim or assessment, surrendered any right to claim a material refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (l) adopted any plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization, bankruptcy, suspension of payments or other reorganization; (m) other than compensation, benefits and expense reimbursements in the ordinary course of business consistent with past custom and practice, directly or indirectly engaged in any transaction or entered into, amended or terminated, any arrangement with any of its officers, directors, equityholders or other Affiliates; (n) entered into any new line of business or opened or closed any facility or office; (o) incurred or committed to incur any capital expenditures in excess of $250,000 individually; (p) entered into any acquisition agreement or agreement to acquire by merger, consolidation or otherwise, or agreement to acquire (whether through acquisition of assets, equity securities or otherwise) any business of any Acquired Companyother Person; (q) cancelled or waived (i) any right material to the operation of its business or (ii) any debts or claims against any of its Affiliates; (r) failed to maintain in full force and effect any insurance policy in a form and amount consistent with past practice; (s) settled, released, waived or compromised any pending or threatened action, suits, proceeding or investigation; (t) delayed, postponed or canceled the payment of accounts payable or any other Liability, or accelerated the collection of accounts receivable, other than in the ordinary course of business consistent with past practice; or (hu) committed agreed to do take or authorize the taking, whether orally or in writing, any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002015, there has not been any occurred no event, change, circumstance, occurrence, fact, condition, effect or development that has had a Company Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 3.06 and except as expressly contemplated by this Agreement, since October December 31, 20002015 the Company and its Subsidiaries have conducted their businesses in all material respects only in the ordinary course of business consistent with past practice, and neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies its Subsidiaries has: (a) subjected borrowed any material portion of the properties amount or assets of any Acquired Company incurred or become subject to any Lien Indebtedness or Encumbrance other material liabilities (other than Permitted Encumbrancesliabilities incurred in the ordinary course of business consistent with past practice, liabilities under Contracts entered into in the ordinary course of business consistent with past practice or disclosed on the Disclosure Schedules necessary to meet ordinary course working capital requirements and intercompany advances); (b) entered intomortgaged, amended pledged or terminated subjected to any material leaseLien, contractcharge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned, transferred, leased or licensed or otherwise encumbered all or any material portion of its tangible assets, except in the ordinary course of business; (d) (i) sold, assigned, transferred, leased, licensed, sublicensed or otherwise encumbered any Intellectual Property owned by the Company or its Subsidiaries or necessary for or used in the Business, except in the ordinary course of business, (ii) to the Company's knowledge, disclosed any proprietary confidential information or trade secrets to any Person that is not an Affiliate of the Company or any of its Subsidiaries, except pursuant to a valid and binding non-disclosure or confidentiality agreement or commitment applicable (iii) abandoned or permitted to lapse any Acquired Intellectual Property (including registrations and applications for registrations of Intellectual Property) necessary for or used in the Business; (e) issued, sold or transferred any of its membership interests or other equity securities, securities convertible, exchangeable or exercisable into its membership interests or other equity securities or warrants, options or other rights to acquire its membership interests or other equity securities, or stock appreciation, phantom stock, profit participation or similar rights with respect to the Company, or taken any notes, bonds or debt securities; (f) made any material capital investment in, or any material loan or advance to, or guaranty for the benefit of, any other action Person (other than a Subsidiary of the Company); (g) declared, set aside, or paid any dividend or made any non-cash distribution with respect to its membership interests or other equity securities or redeemed, purchased, or otherwise acquired any of its membership interests or other equity securities (including any warrants, options or other rights to acquire its membership interests or other equity securities), except for dividends or distributions made by the Company's Subsidiaries to their respective parents in the ordinary course of business; (h) made any capital expenditures or commitments therefor in excess of $250,000, except for such capital expenditures or commitments therefor that are reflected in the Company's budget for the fiscal year ending December 31, 2016 previously provided to the Purchaser; (i) made any material loan to, or entered into any other material transaction applicable to with, any Acquired Company other than in of its directors, officers, and employees outside the Ordinary Course ordinary course of Business; (c) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000business; (i) increased entered into any employment Contract with payments exceeding $150,000 per year or any collective bargaining agreement, or modified the salaryterms of any such existing Contract or agreement or (ii) made or granted any bonus, wages retention, or severance payments or rights, or any wage, salary or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect increase to any Acquired Company any employee or group of employees other than in the (x) targets, goals, pools or similar provisions in respect ordinary course of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawbusiness consistent with past practice; (fk) made any other material change in employment terms (including compensation) for any of its directors or officers or for any employees having employment Contracts with annual payments exceeding $150,000 per year; (l) discharged or satisfied any material Lien (other than any Permitted Lien) or paid any material obligation or material liability, other than current liabilities paid in the ordinary course of business consistent with past practice; (m) except in the ordinary course of business, (i) incurredmade or granted any material increase in any benefits under an employee benefit plan, either directly policy or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period)arrangement, or (ii) voluntarily purchasedmaterially amended or materially terminated any existing employee benefit plan, cancelledpolicy or arrangement or adopted any new material employee benefit plan, prepaid policy or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)arrangement; (gn) suffered any damage, destruction or casualty loss exceeding, in the aggregate, $250,000, whether or not covered by insurance; (o) made any material change in the any accounting policies or principles; (p) entered into any Material Contract or real property lease other than in the ordinary course of business; (q) made or changed any Acquired CompanyTax election, changed any annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any "closing agreement" as described in Section 7121 of the Code with respect to Taxes, settled any Tax claim or assessment, 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 (hr) committed entered into any Contract, written or oral, to do take any of the foregoingforegoing actions described in clauses (a) through (q) above.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto as expressly contemplated by this Agreement or as set forth on or before the Closing DateSchedule 4.9, since October 31, 2000, the Balance Sheet Date (i) the Company has conducted its business in the Ordinary Course of Business and (ii) there has not been any Material Adverse Changeevent, change, occurrence or any event or development whichcircumstance that, individually or together in the aggregate with other any such events, could changes, occurrences or circumstances, has had or would reasonably be expected to result in have a Material Adverse ChangeEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31Schedule 4.9: (i) there has not been any damage, 2000destruction or loss, neither Seller (solely whether or not covered by insurance, with respect to the Acquired Companies) nor any property and assets of the Acquired Companies has:Company having a replacement cost of more than $100,000 for any single loss or $250,000 for all such losses; (aii) subjected there has not been any material portion declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the properties Company or assets any repurchase, redemption or other acquisition by the Company of any Acquired outstanding shares of capital stock or other securities of, or other ownership interest in the Company (except for the acquisition of shares of capital stock of the Company (A) in full or partial payment of the exercise price and any applicable Taxes pursuant to the exercise, vesting or settlement of Options or restricted shares of the Company’s capital stock, (B) pursuant to the forfeiture of Options or restricted shares of the Company’s capital stock or (C) from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any Lien or Encumbrance (other than Permitted Encumbrancestermination of services to the Company); (iii) except as (a) disclosed in the Financial Statements or (b) entered intoas has not resulted in payments by the Company in excess of $300,000 in the aggregate for an individual, amended the Company has not (1) awarded or terminated paid any material leasebonuses to employees of the Company with respect to the fiscal year ended December 31, contract2016, agreement or commitment applicable except to any Acquired Companythe extent accrued on the balance sheet of the Company as of December 31, or taken any other action or 2016 included in the Financial Statements, (2) entered into any other material transaction applicable employment, deferred compensation, severance or similar agreement (nor amended any such agreement), (3) agreed to increase the compensation payable or to become payable by it to any Acquired of the Company’s directors, officers, employees, consultants, agents or representatives or (4) 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, consultants, agents or representatives; (iv) there has not been any change by the Company in accounting reporting principles, methods or policies; (v) the Company has not made or rescinded any material election relating to Taxes, settled or compromised any claim, audit or controversy relating to Taxes, or except in the Ordinary Course of Business or as may be required by applicable law, made any material change to any of its methods of reporting income or deductions for income Tax purposes from those employed in the preparation of its most recently filed income Tax Returns; (vi) the Company has not entered into any Contract involving fixed fee payments in excess of $100,000 for 2017 other than in the Ordinary Course of Business; (vii) the Company has not failed to promptly pay and discharge current liabilities of more than $100,000 individually except where disputed in good faith by appropriate legal proceedings; (viii) the Company has not made any loans, advances or capital contributions to (other than advances to employees or consultants of the Company in the Ordinary Course of Business), or investments in, any Person; (ix) the Company has not (A) subjected to any Lien, except for Permitted Exceptions, any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except, in the case of clause (B), for assets acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (x) except in the Ordinary Course of Business, the Company has not (A) canceled any debt, (B) settled any claim or (c) declaredwaived or released any material right of the Company; (xi) the Company has not made or committed to make any capital expenditures or capital additions or betterments (excluding, set aside for the avoidance of doubt, capitalized compensation costs) in excess of $100,000 individually or paid outside $250,000 in the aggregate; (xii) the Company has not issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness (other than (A) in connection with the financing of trade receivables in the Ordinary Course of Business, (B) letters of credit or similar arrangements issued to or for the benefit of suppliers and manufacturers in the Ordinary Course of Business and (C) pursuant to existing credit facilities in the Ordinary Course of Business) in an amount in excess of $100,000 in the aggregate ; (xiii) the Company has not granted and has not been granted any dividends license or made sublicense of any other distributions (whether in cash rights under or in kind) with respect to any shares (or other interests) Intellectual Property except in the Ordinary Course of the Capital Stock of any Acquired CompanyBusiness; (dxiv) made the Company has not instituted or settled any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000;Legal Proceeding; and (ixv) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired Company; or (h) committed has not agreed to do any of the foregoinganything set forth in this Section 4.9.

Absence of Certain Developments. Except for Since the execution and delivery date of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateLatest Balance Sheet, since October 31, 2000, (x) there has not been any Material Adverse Changeevent, change, occurrence or any event circumstance that has had or development which, individually or together with other such events, could would reasonably be expected to result in have a Material Adverse ChangeEffect and (y) the Company has only conducted its business in the ordinary course of business consistent with past practices, except as set forth on Schedule 4.06. Without limiting the generality of the foregoing, except as set forth on Schedule 4.06, since January 1, 2013, the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any of the Acquired Companies hasCompany has not: (a) amended or modified its articles of organization or limited liability company operating agreement (or equivalent governing documents); (b) subjected any material portion of the its properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of BusinessLien; (c) declaredsold, set aside assigned, licensed, leased, transferred or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock otherwise disposed of any Acquired Companymaterial portion of its tangible assets, except for sales of finished goods or inventory in the ordinary course of business consistent with past practices; (d) made sold, assigned, licensed or transferred any capital expenditures patents, trademarks, trade names, copyrights, trade secrets or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000other intangible assets or Intellectual Property; (ie) increased the salary, wages made or other granted any bonus or any compensation of or salary increase to any officer current (or former) employee of any Acquired Company whose annual base salary isis (or was at the time of his or her termination) in excess of $75,000 (except for annual salary increases in connection with annual performance reviews in the ordinary course of business consistent with past practice which do not exceed 5% of such employee’s previous base salary before such increase), or after giving effect to such change would bemade or granted any increase in any employee benefit plan or arrangement, $150,000 or more; (ii) established amended or modified with respect to terminated any Acquired Company any of the (x) targets, goals, pools existing employee benefit plan or similar provisions in respect of any fiscal year under any Benefit Plan, arrangement or severance agreement or employment contract or other adopted any new employee compensation benefit plan or arrangement or (y) salary rangesseverance agreement, increase guidelines retention, change in control, bonus or similar provisions in respect of any Benefit Plan, deferred compensation agreement or employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawcontract; (f) (i) incurred, either directly made any loans or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect advances to, or waived any right of any Acquired Company underguarantees for the benefit of, any indebtedness Persons (except for travel advances to employees in the ordinary course of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Companybusiness); (g) entered into any Material Contract other than those listed on Schedule 4.11 or accelerated, terminated, modified, canceled or waived any material right with respect to any Material Contract; (h) made any election pursuant to Treasury Regulation Section 301.7701-3(c) (or any analogous provision of state or local income Tax Law); (i) experienced any damage, destruction or loss (whether or not covered by insurance) involving individually or in the aggregate at least $25,000 of its assets or properties; (j) made any capital expenditure or series of related capital expenditures, or entered into any commitment for capital expenditures or series of related capital expenditures involving more than $25,000 individually, or more than $50,000 in the aggregate; (k) split, combined or reclassified any of its membership interests, declared or paid any dividends or other distributions in respect of its membership interests, transferred, issued, purchased or redeemed any membership interests or any convertible securities into or exchangeable for any membership interests or made any other distributions to its equity holders other than distributions for members to pay taxes in respect of income of the Company; (l) issued any membership interests or profits interests or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests or other debt or equity securities or interests or profit interests or similar interest; (m) incurred, assumed or guaranteed any Indebtedness other than Indebtedness set forth on Schedule 4.05(d); (n) made or changed any election, changed an annual accounting period, adopted or changed any accounting method or policy, filed an amended Tax Return, entered into any closing agreement (as defined in Section 7121 of the Code), settled any Tax claim or assessment relating to the Company, surrendered any right to claim a refund of Taxes or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company; (o) canceled or compromised any debt or claim or waived or released any material right of the Company; (p) incurred any obligation or entered into any Contract which either (i) required a payment of in excess of $50,000 or (ii) has a term that requires performance over a period in excess of one year; (q) merged, consolidated or made any capital investment into or with any other Person or acquired or combined with (by merger, consolidation, acquisition of securities or assets or otherwise) any corporation, partnership or other business organization or division or any material assets of any other Person or adopted any plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company; (r) commenced or entered into any settlement or release with respect to any Action; (s) made any change in any method of accounting or accounting practice of the accounting policies Company, except as required by GAAP or applicable Law; (t) made any sale or other disposition of any Acquired Companyof the assets reflected in the Financial Statements, except for sales of inventory or disposition of damaged or obsolete assets in the ordinary course of business consistent with past practices; (u) made any acquisition or purchase or disposition of any material assets, business or any product line; or (hv) committed to do any of the foregoing.

Absence of Certain Developments. Except for Since January 1, 2016, the execution Company and delivery of its Subsidiaries have conducted their respective businesses, in all material respects, in the Transaction Documents ordinary course consistent with past practice, and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been occurred any Material Adverse Changeevent, occurrence or development that has had, or any event or development which, individually or together with other such events, could would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse ChangeEffect. Without limiting the generality of the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 3.06 or as expressly permitted under this Agreement since October 31January 1, 20002016, neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies its Subsidiaries has: (a) subjected any material portion amended or modified its certificate of the properties incorporation or assets of any Acquired Company to any Lien bylaws (or Encumbrance (other than Permitted Encumbrancesequivalent organizational or governing documents); (b) entered intoissued, amended delivered, reissued or terminated sold, disposed, encumbered or pledged any material leaseof its shares of, contractor authorized the same in respect of, agreement capital stock, any voting securities or commitment applicable any other equity interests or any options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, other equity-based compensation, calls or commitments with respect to such securities of any kind, or granted phantom stock or other similar rights with respect to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company of the foregoing (other than in the Ordinary Course of Businessany Options set forth on Schedule 3.04); (c) declared, set aside for payment or paid outside of the Ordinary Course of Business any dividends dividend on, or made any other distribution in respect of, any of its outstanding capital stock or other equity interests, in each case, other than distributions (whether or dividends in cash or in kind) with respect to any shares (or other interests) and distributions by a Subsidiary of the Capital Stock Company to the Company or a direct or indirect wholly owned Subsidiary of any Acquired the Company; (d) split, combined, subdivided or reclassified any of its outstanding capital stock or other equity interests; (e) created, incurred, assumed or guaranteed any Indebtedness other than (i) pursuant to the Company’s existing credit facilities identified on Schedule 3.06(e) or (ii) pursuant to arrangements solely among or between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among or between its direct or indirect wholly owned Subsidiaries subjected any material portion of its properties or assets to any material Lien, other than Permitted Liens; (f) sold, assigned or transferred any material portion of its tangible assets, except in the ordinary course of business; (g) (i) sold, assigned or transferred any material patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, (ii) failed to take any action in the ordinary course of business, consistent with past practice, to make any filing, pay any fee, or take any other act necessary to maintain in full force and effect any Intellectual Property and (iii) failed to take any action in the ordinary course of business, consistent with past practice, to maintain reasonable measures to protect the confidentiality and value of Intellectual Property; (h) (i) made or granted any material bonus or any material increase to salary, wages, commissions or other compensation to any current (or former) employee, officer, or consultant in excess of 10% for any individual’s annual base salary, (ii) amended or terminated any existing employee benefit plan or arrangement or severance agreement or change in control agreement or retention or employment contract other than amendments required by applicable law or in order to maintain the tax-qualified status of such employee benefit plan under Section 401(a) of the Code, (iii) adopted any new employee benefit plan or arrangement or severance agreement or change in control agreement or retention or employment contract or tax gross-up or tax indemnification agreement, (iv) amended or accelerated of the payment, right to payment or vesting of any compensation or benefits (except as expressly provided under this Agreement) or (v) taken any action to fund any trust or in any similar way secure the payment of compensation or benefits under any Plan (except in the ordinary course of business, as required under the terms of a Plan or applicable law, or as expressly provided under this Agreement); (i) made any capital expenditures loans or commitments advances to, or guarantees for capital expenditures on behalf of the benefit of, any Acquired Company Persons (except for amounts less than loans, advances or guarantees to employees or consultants for travel or other business expenses in the ordinary course of business) in excess of $50,000; (ij) increased the salaryadopted a plan of liquidation, wages dissolution, merger, consolidation or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawreorganization; (fk) (i) incurredmade any acquisition of all or substantially all of the assets, either directly capital stock or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net business of any amounts discharged during such period)other Person, whether by merger, stock or (ii) voluntarily purchased, cancelled, prepaid asset purchase or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)otherwise; (gl) cancelled, waived or released any material debts, rights or claims in favor of the Company or any of its Subsidiaries except in the ordinary course of business; (m) entered into any new line of business; (n) made any material change in the its accounting policies of any Acquired Company; or methods; or (ho) committed to do any of the foregoing.

Absence of Certain Developments. (a) Except for as set forth on Schedule 4.8(a), the execution and delivery general nature of the Transaction Documents business of the Company and its subsidiaries is described in the transactions business plan of the Company (the "Business Plan"), which previously has been delivered to take place pursuant hereto the Purchasers. The financial projections contained in the Business Plan are based on or before and reflect facts that the Closing DateCompany believes still exist and assumptions that the Company believes are still reasonable, as of the date of this Agreement. (b) Except as set forth on Schedule 4.8(b) and since October 31, 2000, the date of the Unaudited Year End Financial 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; (ii) there has not been any declaration, setting a record date, setting aside or authorizing the payment of, any dividend or other distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iii) there has not been any event transfer, issue, sale or development whichother disposition by the Company of any shares of capital stock or other securities of the Company or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities; (iv) except as accrued on the Unaudited Quarterly Financial Statements, the Company and its subsidiaries have not awarded or paid any bonuses to Employees or Representatives of the Company and its subsidiaries nor has the Company and its subsidiaries entered into any employment, deferred compensation, severance or similar agreements (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by the Company and its subsidiaries to any of their Employees or Representatives or agreed to increase the coverage or benefits available under any severance pay, deferred compensation, bonus or other incentive compensation, pension or other employee benefit plan, payment or arrangement made to, for or with such Employees or Representatives, other than in the ordinary course of business consistent with past practice and with the operating expense budget of the Company and its subsidiaries reflected in the projections contained in the Business Plan, and other than as may have been required by law or insurers; (v) the Company and its subsidiaries have not made any loans, advances (other than compensation advances to employees that in the aggregate do not exceed $30,000) or capital contributions to, or investments in, any Person or paid any fees or expenses to any Affiliate of the Company and its subsidiaries (other than payments between the Company and a subsidiary); (vi) the Company and its subsidiaries have not transferred or granted any rights under any Contracts, leases, licenses, agreements or intangible property (as set forth in Section 4.12 hereof) used by the Company or its subsidiaries in their business which could result in a Material Adverse Change; (vii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property or assets of the Company and its subsidiaries having a replacement cost of more than $100,000 for any single loss or $100,000 for all such losses; (viii) the Company and its subsidiaries have not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company or its subsidiaries, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business consistent with past practice; (ix) the Company and its subsidiaries have not canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Contract or right except in the ordinary course of business consistent with past practice and which would not have a Material Adverse Effect; (x) the Company and its subsidiaries have not entered into any contract or made any binding commitment to make any capital expenditures or capital additions or betterments in any such case obligating the Company or its subsidiaries to pay an amount in any twelve-month period in excess of $25,000 individually or together $100,000 in the aggregate; (xi) there has not been any default under any material agreement or the occurrence of any event, which with notice or lapse of time or both would result in a default under any such agreement; (xii) the Company and its subsidiaries have not incurred any debts, obligations or liabilities, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business which did not result in a Material Adverse Change; (xiii) the Company and its subsidiaries have not entered into any material transaction other such events, than in the usual and ordinary course of business except for this Agreement; (xiv) the Company and its subsidiaries have not encountered any labor difficulties or labor union organizing activities which could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any of the Acquired Companies has: (a) subjected any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances)Effect; (bxv) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired the Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside of the Ordinary Course of Business any dividends or and its subsidiaries have not made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting principles, methods or practices followed by it or depreciation or amortization policies of or rates theretofore adopted; (xvi) the Company and its subsidiaries have not disclosed to any Acquired CompanyPerson any material trade secrets except for disclosures made to Persons subject to valid and enforceable confidentiality agreements; or (hxvii) committed to do the Company's knowledge, suffered or experienced any change in the relationship or course of dealings between the Company or its subsidiaries and any of their suppliers or customers which supply goods or services to the foregoingCompany and its subsidiaries or purchase goods or services from the Company and its subsidiaries, which resulted or is likely to result in a Material Adverse Effect.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002005, Sellers have conducted the Business only in the Ordinary Course and there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," Developments Schedule or except as expressly contemplated by this Agreement or disclosed on the face of the Latest Balance Sheet, since October December 31, 20002005, neither Seller (solely with respect to the Acquired Companies) nor any of the Acquired Companies hasCompany has not: (a) subjected borrowed any material portion of the properties amount or assets of any Acquired Company incurred or become subject to any Lien or Encumbrance Liabilities, except (i) Liabilities incurred in the Ordinary Course of Business other than Permitted Encumbrances)in respect of indebtedness for money borrowed, (ii) other Liabilities under Contracts true and complete copies of which have been made available to Buyer prior to the date hereof, (iii) and borrowings from banks to satisfy working capital requirements in the Ordinary Course of Business that, if currently outstanding, are set forth on the Indebtedness Schedule; (b) mortgaged, pledged or subjected to any Lien, any portion of its assets, except (i) Liens for current property taxes not yet due and payable and for which adequate reserves have been established in the Latest Balance Sheet, (ii) mechanics', carriers', workmens', repairmen's, warehouse, and other statutory Liens that arose in the Ordinary Course of Business, and (iii) Liens arising under equipment and other leases listed on the Developments Schedule, all of which secure amounts that are not currently due (collectively, the "Permitted Liens"); (c) sold, assigned or transferred any portion of its tangible assets, except for inventory sold in the Ordinary Course of Business; (d) sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (e) suffered any extraordinary losses or waived any rights of material value; (f) issued, sold or transferred any of its equity interests or other equity securities, securities convertible into its equity interests or other equity securities or warrants, options or other rights to acquire its equity interests or other equity securities, or any bonds or debt securities; (g) declared or paid any dividends or made any distributions on the Company's equity interests or other equity securities or redeemed or purchased any of the Company's equity interests or other equity securities; (h) made any capital expenditures or commitments exceeding $25,000, individually or $100,000 in the aggregate, per expenditure or commitment; (i) acquired or agreed to acquire, by merging or consolidating with, or by purchasing an equity interest in, a portion of the assets of, or by any other manner, any business or any Person or organization or division thereof, other than the acquisition of non-material assets in the Ordinary Course of Business; (j) adopted, amended, discontinued or entered into any business plans; (k) increased the compensation or benefits of any officer, director, employee or independent contractor of the Company (except as required by any Employee Benefit Plan as in effect on the date hereof) or amended any other terms of employment of such persons; (l) entered into, terminated, amended or modified any employment agreement, retention agreement, stock option agreement, change in control agreement, severance agreement, or other similar arrangement with or granted any severance or termination pay to any current or former officer, director, employee or independent contractor of the Company or by action of the board of directors of the Company or otherwise accelerated any rights or benefits thereunder; (m) modified, amended or terminated any material leaseContract or settled or waived any rights thereunder; (n) engaged in any Insider Related Party transactions other than (i) payments of principal and interest on the Company's subordinated Indebtedness, contractand (ii) payment of the expenses of directors and board observers incurred to attend meetings of the Company's board of directors; (o) changed any accounting policy, agreement except as required by GAAP; (p) accelerated the collection of receivables or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company amounts due from third parties other than in the Ordinary Course of Business; (cq) declared, set aside delayed payment of any payables or paid outside of other amounts owed to third parties other than in the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired CompanyBusiness; (dr) made any capital expenditures reduced or commitments for capital expenditures on behalf increased the level of any Acquired Company except for amounts less inventory or the mix of types of inventory or components thereof, other than $50,000reductions or increases in inventory in the Ordinary Course of Business; (is) increased the salaryentered into any other material transaction, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies Ordinary Course of any Acquired CompanyBusiness; or (ht) committed made or changed any Tax election, changed any Tax accounting period, adopted or changed any method of Tax accounting, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to do claim a Tax refund or consented to any extension or waiver of the foregoinglimitation period applicable to any Tax claim or assessment.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 2000, there 2015 and except as set forth on Schedule 4.7,there has not been any Material Adverse ChangeEffect on the Company and, no event has occurred or any event or development which, individually or together with other such events, could circumstances exist that are reasonably be expected to result in such a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as expressly contemplated by this Agreement or as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 4.7, since October December 31, 20002015, neither Seller (solely with respect to the Acquired Companies) nor any Company has conducted the Business only in the ordinary course of the Acquired Companies hasbusiness and there has not been any: (a) subjected any material portion amendment to the articles of association or other organizational documents of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances)Company; (b) entered intoexcept in the ordinary course of business, amended payment or terminated increase of any material leasebonuses, contract, agreement salaries or commitment applicable other compensation (including severance) to any Acquired shareholder, manager, director, officer, Employee, Affiliate or agent of the Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declaredadoption of, set aside amendment to or paid outside increase in the payments to or benefits under (including by way of the Ordinary Course acceleration or waiving of Business any dividends vesting or made performance criteria), any other distributions (whether in cash Benefit Plan or in kind) with respect execution of or amendment to any shares (or other interests) of the Capital Stock of any Acquired Companycollective bargaining agreement; (d) damage to or destruction or loss in excess of $25,000 to any of its assets or properties (whether or not covered by insurance); (e) sale (other than sales of inventories in the ordinary course of business), lease or other disposition of any asset of the Company or the creation of any Lien on any asset except sales or leases of (A) tangible personal property of under $5,000 in value or inventory that is obsolete or no longer used or useful in the conduct of the business or (B) finished goods in the ordinary course of business; (f) loans made any capital expenditures to or commitments for capital expenditures transactions with or on behalf of any Acquired Employee, officer, manager, director, member or Affiliate of the Company; (g) Contract executed in connection with any strategic alliance, joint marketing initiative, joint development agreement, joint venture or acquisition; (h) except as may be required by applicable Law or Israeli accounting principles, change by the Company except for amounts less than $50,000in accounting or Tax reporting principles, methods or policies; (i) increased election or rescission of an election by the salaryCompany relating to Taxes, wages settlement or other compensation compromise of any officer Proceeding, arbitration or employee of any Acquired Company whose annual salary is, or after giving effect controversy relating to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawTaxes; (fj) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance incurrence of a scheduled payment date with respect to, single capital expenditure or waived any right commitment therefor in excess of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)$25,000; (gk) made any material change in conduct related to its cash management customs and practices (including the accounting policies collection of any Acquired Companyreceivables and payment of payables) outside the ordinary course of business; or (hl) committed Contract entered into by the Company to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," Developments Schedule, since October 31June 30, 20001996, neither Seller (solely with respect to there has been no adverse change in the ICMS Acquired Companies) nor any Assets, the ICMS Assumed Liabilities, the BRTI Acquired Assets, the BRTI Assumed Liabilities, the SWLP Acquired Assets, the SWLP Assumed Liabilities or the financial condition, operating results, assets, customer or supplier relations, employee relations or business prospects of the Acquired Companies hasICMS Business, the BRTI Business or the SWLP Business. Without limiting the generality of the preceding sentence, except as expressly contemplated by this Agreement or as set forth on the attached Developments Schedule, since June 30, 1996, each Seller has not: (a) subjected engaged in any material portion activity which has resulted in the acceleration or delay of the properties collection of its accounts or assets notes receivable or any delay in the payment in its accounts payable, in each case as compared with its custom and practice in the conduct of any Acquired Company the ICMS Business, the BRTI Business or the SWLP Business, as applicable, immediately prior to any Lien or Encumbrance (other than Permitted Encumbrances)June 30, 1996; (b) entered intodischarged or satisfied any Lien or paid any obligation or liability which would not constitute an ICMS Assumed Liability, amended BRTI Assumed Liability or terminated any material leaseSWLP Assumed Liability, contractas applicable, agreement or commitment applicable to any Acquired Companyif it were unpaid on the Closing Date, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than current liabilities paid in the Ordinary Course ordinary course of the ICMS Business, the BRTI Business or the SWLP business, as applicable, and consistent with such Seller's past practice; (c) mortgaged or pledged any ICMS Acquired Asset, BRTI Acquired Asset or SWLP Acquired Asset, as applicable, or subjected any ICMS Acquired Asset, BRTI Acquired Asset or SWLP Acquired Asset, as applicable, to any Lien; (d) declared, set aside aside, or paid outside of the Ordinary Course of Business any dividends dividend or made any other distributions distribution with respect to its capital stock (whether in cash or in kind) with respect to or redeemed, purchased, or otherwise acquired any shares (or other interests) of the Capital Stock of any Acquired Companyits capital stock; (de) sold, assigned, conveyed, transferred, canceled or waived any property, tangible asset, Proprietary Right of such Seller or other intangible asset or right which, if it were held by such Seller on the Closing Date, would constitute an ICMS Acquired Asset, BRTI Acquired Asset or SWLP Acquired Asset, as applicable, other than in the ordinary course of the ICMS Business, the BRTI Business or the SWLP Business, as applicable, and consistent with such Seller's past practice; (f) disclosed any Confidential Information to any Person other than the Purchaser and the Purchaser's representatives, agents, attorneys, accountants and present and proposed financing sources; (g) waived any right other than in the ordinary course of the ICMS Business, the BRTI Business or the SWLP Business, as applicable, or consistent with such Seller's past practice; (h) made any capital expenditures or commitments for capital expenditures on behalf which, in the aggregate, would exceed $25,000 other than in the ordinary course of any Acquired Company except for amounts less than $50,000the ICMS Business, the BRTI Business or the SWLP Business, as applicable, and consistent with such Seller's past practice; (i) increased made any loan or advance to, or guarantee for the salarybenefit of, wages or any Investment (other than Investments which constitute ICMS Excluded Assets, BRTI Excluded Assets or SWLP Excluded Assets, as applicable) in, any other Person; (j) granted any bonus or any increase in wages, salary or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the employee (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness increase in wages or salaries granted in the ordinary course of the ICMS Business, the BRTI Business or the SWLP Business, as applicable, and consistent with such Seller's past practice granted to any Acquired Company owing to another Acquired Companyemployee who is not affiliated with such Seller other than by reason of such Person's employment by such Seller); (gk) made any material change charitable contributions; (l) suffered damages, destruction or casualty losses which, in the accounting policies aggregate, exceed $10,000 (whether or not covered by insurance) to any ICMS Acquired Asset, BRTI Acquired Asset or SWLP Acquired Asset, as applicable, or any other property or asset which, if it existed and was held by such Seller on the Closing Date, would constitute an ICMS Acquired Asset, BRTI Acquired Asset or SWLP Acquired Asset, as applicable; (m) received any indication from any material supplier of such Seller to the effect that such supplier will stop, or materially decrease the rate of, supplying materials, products or ervices to such Seller (or to the Purchaser, if the Sale is consummated), or received any indication from any material customer of such Seller to the effect that such customer will stop, or materially decrease the rate of, buying materials, products or services from such Seller (or from the Purchaser, if the Sale is consummated); (n) entered into any transaction other than in the ordinary course of the ICMS Business, the BRTI Business or the SWLP Business, as applicable, and consistent with such Seller's past practice, or entered into any other material transaction, whether or not in the ordinary course of the ICMS Business, the BRTI Business or the SWLP Business, as applicable, which may adversely affect the ICMS Business, the BRTI Business or the SWLP Business, as applicable, the ICMS Acquired CompanyAssets, the BRTI Acquired Assets or the SWLP Acquired Assets, as applicable, or the ICMS Assumed Liabilities, BRTI Assumed Liabilities or SWLP Assumed Liabilities, as applicable; or (ho) committed agreed to do any act described in any of the foregoingclauses 6.8(a) through (n) above.

Absence of Certain Developments. Except for as set forth in Schedule 4.19 or as disclosed in the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on GICI SEC Filings or before the Closing Dateas otherwise contemplated by this Agreement, since October 31GICI's Latest Balance Sheet, 2000, GICI and each GICI Subsidiary have conducted their business only in the ordinary course consistent with past practice and there has not been occurred (i) any event having a Material Adverse Change, Effect on GICI or any GICI Subsidiary, (ii) any event or development which, individually or together with other such events, could that would reasonably be expected to result prevent or materially delay the performance of GICI's obligations pursuant to this Agreement, (iii) any material change by GICI or any GICI Subsidiary in a Material Adverse Change. Without limiting its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the foregoingshares of capital stock of GICI or any GICI Subsidiary or any redemption, except as set forth on purchase or other acquisition of any of GICI's or any of GICI Subsidiary's securities, (v) any increase in the attached "DEVELOPMENTS SCHEDULE," since October 31compensation or benefits or establishment of any bonus, 2000insurance, neither Seller severance, deferred compensation, pension, retirement, profit sharing, stock option (solely including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of GICI or any GICI Subsidiary, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of GICI or any GICI subsidiary, (vi) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by GICI or any GICI Subsidiary, (vii) any amendment to the Acquired CompaniesCertificate of Incorporation or Bylaws of GICI or any GICI Subsidiary, (viii) nor any of the Acquired Companies has: (a) subjected any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course ordinary course of Business; business consistent with past practice, any (cw) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures by GICI or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salaryGICI Subsidiary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targetspurchase, goalssale, pools assignment or similar provisions in respect transfer of any fiscal year under material assets by GICI or any Benefit PlanGICI Subsidiary, employment contract or other employee compensation arrangement or (y) salary rangesmortgage, increase guidelines pledge or similar provisions in respect existence of any Benefit Planlien, employment contract encumbrance or charge on any material assets or properties, tangible or intangible of GICI or any GICI Subsidiary, except for liens for taxes not yet due and such other employee compensation arrangement; liens, encumbrances or (iii) adoptedcharges which do not, entered intoindividually or in the aggregate, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or have a Material Adverse Effect on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period)GICI, or (iiz) voluntarily purchasedcancellation, cancelledcompromise, prepaid release or completely waiver by GICI or partially discharged any GICI Subsidiary of any rights of material value or any material debts or claims, (ix) any incurrence by GICI or any GICI Subsidiary of any material liability (absolute or contingent), except for current liabilities and obligations incurred in advance the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of GICI, (xi) entry by GICI or any GICI Subsidiary into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which GICI or any GICI Subsidiary is a party or by which any of them is bound, (xiii) entry by GICI or any GICI Subsidiary into any loan or other transaction with any officers, directors or employees of GICI or any GICI Subsidiary, (xiv) any charitable or other capital contribution by GICI or any GICI Subsidiary or pledge therefore, (xv) entry by GICI or any GICI Subsidiary into any transaction of a scheduled payment date material nature other than in the ordinary course of business consistent with respect topast practice, or waived (xvi) any right of negotiation or agreement by the GICI or any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired Company; or (h) committed GICI Subsidiary to do any of the foregoingthings described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 6.9 and except as expressly contemplated by this Agreement, since October December 31, 20002003, neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies has: (a) subjected any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered intotheir Subsidiaries, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business: (a) suffered a Material Adverse Effect or suffered any theft, damage, destruction or casualty loss in excess of €25,000, to its assets, with the exclusion of damages covered by insurance, or suffered any substantial destruction of the Company’s books and records; (cb) redeemed or repurchased, directly or indirectly, any interest in the Company or declared, set aside aside, paid or paid outside of resolved to pay any withdrawal (“Entnahme”) or any dividend with respect to the Ordinary Course of Business Company, or any dividends distributions or made any other distributions dividends (whether in cash or in kind) with respect to any shares (of capital stock or other interests) equity security of the Capital Stock Company, no matter for which period and for the avoidance of doubt also covering the period prior to the transformation of CARD into a limited partnership; for the avoidance of doubt, any Acquired of these acts shall under no circumstances be considered to be in the Ordinary Course of Business; (c) issued, sold or transferred any notes, bonds or other debt securities, any equity securities, any securities convertible, exchangeable or exercisable into any interest in the Company or other equity securities, or warrants, options or other rights to acquire any interest in the Company; (d) made borrowed any capital expenditures amount or commitments for capital expenditures on behalf incurred or become subject to any Indebtedness or other Liabilities, except current Liabilities incurred in the Ordinary Course of Business; (e) discharged or satisfied any Acquired Lien or paid any Liability (other than current Liabilities paid in the Ordinary Course of Business or other than Intercompany Liabilities) or prepaid any amount of Indebtedness; (f) subjected any portion of their properties or assets to any Lien; (g) sold, leased, licensed, assigned or transferred (including, without limitation, transfers to Sellers or any Insider) a portion of its tangible (corporeal) or intangible (incorporeal) assets (including, without limitation, any Company Proprietary Rights), except for amounts sales of inventory (or replacement of fixed assets with a value of less than $50,000EUR 10,000) in the Ordinary Course of Business, or canceled without fair consideration any debts or claims (of more than EUR 10,000) owing to or held by them, or disclosed any confidential information (other than pursuant to agreements requiring the party to whom the disclosure is made to maintain the confidentiality of and preserving all rights of the Company and its Subsidiaries in such confidential information); (h) suffered any Material extraordinary losses or waived any rights of Material value, unless in the Ordinary Course of Business; (i) increased the salaryentered into, wages or other compensation of any officer or employee of any Acquired Company whose annual salary isamended in a Material respect, or after giving effect terminated any Material Contract or taken any other Material action or entered into any other Material transaction other than in the Ordinary Course of Business; (j) entered into any other Material transaction or Materially changed any business practice; (k) made or granted or promised any bonus or any wage, salary or compensation increase (other than the required increases (none of which are Material) under the collective bargaining agreement for white collar trade employees) in excess of EUR 5.000 per year to such any director, officer, employee or sales representative, group of employees or consultant or made or granted or promised 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; (l) made any other change would bein employment terms for any of their directors, $150,000 officers, and employees outside the Ordinary Course of Business or more; entered into any transaction with any Insider, or except as specifically contemplated by this Agreement, entered into any Contract, agreement or transaction, other than in the Ordinary Course of Business and at arm’s length, with Persons who are Affiliates or Insiders; (iim) established incurred Intercompany Liabilities or modified conducted its cash management customs and practices other than in the Ordinary Course of Business (including, without limitation, with respect to any Acquired Company any maintenance of the (x) targetsworking capital balances, goalscollection of accounts receivable and payment of accounts payable); all Intercompany Liabilities were cleared as per April 30, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law2004 and no Material Intercompany Liabilities were incurred since then; (fn) made any Material capital expenditure; (io) incurred, either directly made any loans or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect advances to, or waived any right of any Acquired Company underguarantees for the benefit of, any indebtedness of or owing to any Acquired Company Persons (in either case other than any indebtedness (a) guarantees to customers in the Ordinary Course of any Acquired Company owing Business and consistent with the policies and practices disclosed to another Acquired Buyers or SMI and (b) a loan of EUR 3.000 granted to one employee of the Company); (gp) made any material charitable contributions, pledges, or paid any association fees or dues in excess of EUR 25,000; (q) changed or authorized any change in its organizational documents other than CARD’s transformation into a limited partnership as per December 31, 2003; (r) materially delayed or postponed the accounting repair and maintenance of its properties or the payment of accounts payable, accrued Liabilities and other Liabilities; (s) instituted any court proceeding or settled any claim pending in court or lawsuit involving equitable or injunctive relief or involving more than EUR 10,000 in the aggregate; (t) granted any performance guarantees to their customers other than in the Ordinary Course of Business and consistent with the policies and practices within the Knowledge of Buyers or SMI; (u) acquired any Acquired Companyother business or entity (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by the purchase of its assets or stock or acquired any other Material assets, with the exception of the transformation of CARD into a limited partnership; (v) engaged in any transaction with Sellers or its Affiliates other than on arm’s-length terms; (w) lost, had suspended, conditioned or revoked any License; or (hx) committed or agreed to do any of the foregoing.

Absence of Certain Developments. Except for Since July 1, 2024 through the execution and delivery date of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000this Agreement, there has not been any Material Adverse Changeno fact, circumstance, event, change, effect, development or any event or development whichoccurrence that, individually or together in the aggregate with all other such facts, circumstances, events, could changes, effects, developments or occurrences, has had or would reasonably be expected to result in have a Company Material Adverse ChangeEffect. Except as expressly contemplated by this Agreement, since July 1, 2024 through the date of this Agreement, no Acquired Company has engaged in any material transaction that was not in the Ordinary Course of Business. Without limiting the generality of the foregoing, and except as set forth on expressly contemplated by this Agreement or in Section 3.8 in the attached "DEVELOPMENTS SCHEDULE," Company Disclosure Schedule, since October 31July 1, 20002024 through the date of this Agreement, neither Seller no Acquired Company has: (solely a) amended or modified any of its Organizational Documents; (b) issued, delivered, sold, pledged, disposed of or encumbered any of its Equity Interests or any options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, calls or commitments of any kind with respect to its Equity Interests; (c) entered into, amended or modified any employment agreement that provides for annual base compensation in excess of $50,000 (except for compensation increases and decreases in the Ordinary Course of Business); (d) entered into, modified or terminated any labor or collective bargaining agreement or, through negotiation or otherwise, made any commitment to incur any Liability to any labor organization with respect to the Acquired Companies) nor any of the Acquired Companies has: (a) subjected any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (bA) entered intodeclared, amended set aside, paid or terminated made any material leasedistribution or payment to its equity holders with respect to its Equity Interests or (B) reclassified, contractcombined, agreement split, subdivided, redeemed, retired, purchased or commitment applicable to otherwise acquired any Acquired Companyof its Equity Interests or otherwise changed its capitalization; (f) adopted a plan of, or taken resolutions providing for or authorizing, a complete or partial liquidation, dissolution, amalgamation, merger, consolidation, restructuring, recapitalization or other reorganization; (g) sold, leased, assigned, licensed, abandoned, transferred or otherwise disposed of (whether by merger, consolidation or disposition of stock or assets or otherwise) any other action assets, tangible or entered into any other material transaction applicable to any Acquired Company intangible, used in the operation of the Business, other than sales of inventory in the Ordinary Course of Business; (ch) declaredwritten off as uncollectible, set aside cancelled, waived or paid outside of released any accounts receivable, right, claim or other amount owed to it other than (A) in the Ordinary Course of Business any dividends or made any other distributions (whether B) having an individual value (not in cash the aggregate) not greater than $15,000 or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less an aggregate value not greater than $50,000; (i) increased made any change in its accounting methods, principles or practices; (j) terminated, modified or amended any Material Contract, waived any rights under any Material Contract or entered into any Material Contract; (k) failed to perform in any of its obligations or suffered or permitted any default to exist under any Material Contract or License; (l) suffered any damage, destruction or loss of tangible property (whether or not covered by insurance) which in the salaryaggregate exceeds $75,000; (m) entered into any Contract, wages arrangement or transaction with any Affiliate (including their respective officers and directors), other compensation than numismatic purchases in the Ordinary Course of Business; (n) made any capital expenditures in excess of $50,000 individually or $250,000 in the aggregate, or failed to make any capital expenditures in accordance with the budget in effect at such time; (A) except for borrowings in the Ordinary Course of Business, incurred or modified the terms of any officer Indebtedness for borrowed money, (B) assumed, guaranteed or employee endorsed, or otherwise as an accommodation became responsible for, the obligations of any Person, (C) made any loans, advances or capital contributions to any other Person (other than a Subsidiary) or (D) created or permitted to be created any Lien on any of the assets or properties of the Acquired Company whose Companies or the Business (other than Permitted Liens); (p) made any Tax election, changed any annual salary isTax accounting period, adopted or after giving effect changed any method of accounting for Tax purposes, filed or amended any Tax Return relating to such change would beany of the Acquired Companies, $150,000 or more; (ii) established or modified entered into any closing agreement with respect to any Tax, settled any Tax claim or assessment of other proceeding, surrendered any right to claim a Tax refund (except as may be required by Law), or consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment, except as required by applicable Law; (A) settled or compromised any Action, other than settlements or compromises of Actions where the amount paid does not exceed the greater of $50,000 or the total amount reserved for such matter on the Financial Statements or (B) otherwise waived any claims or rights having a value in excess of $50,000 individually or in the aggregate; (r) amended any Lease or entered into or terminated any other real property lease or entered into a Contract with respect to the acquisition of real property, except in the Ordinary Course of Business; (s) changed or modified its credit, collection or payment policies, procedures or practices, including accelerating collection of accounts receivable or delaying payment of accounts payable or changed or modified cash management policies of the Acquired Company Companies; (t) assigned, transferred, disposed of, abandoned or licensed to any third Person ownership or other rights of any Intellectual Property, or caused any Intellectual Property to lapse; (u) entered into any Contract, understanding, or commitment that restrains, restricts, limits, or impedes the ability of the Acquired Companies or the Business to compete with or conduct any business or line of business in any geographic area or solicit the employment of any Persons; (v) canceled or terminated any of the (x) targets, goals, pools Insurance Policies or similar provisions in respect of allowed any fiscal year coverage under any Benefit PlanInsurance Policy to lapse, employment contract unless simultaneously with such cancellation, termination, or other employee compensation arrangement lapse replacement policies underwritten by insurance or (y) salary rangesre-insurance companies of nationally recognized standing in the United States provided coverage equal to or greater than the coverage under the cancelled, increase guidelines terminated or similar provisions lapsed Insurance Policy are in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawfull force and effect; (fw) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gA) made any acquisition of (whether by merger, consolidation or acquisition) or other investment in all or any material change in part of the accounting policies assets, properties, Equity Interests or business of any Acquired Companyother Person or (B) entered into any new line of business; or (hx) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateSince April, since October 31, 20002004, there has not been any Material Adverse Changeoccurred no fact, or any event or development which, individually circumstance which has had or together with other such events, could reasonably be expected to result in have a Material Adverse Change. Without limiting the foregoingEffect, except as expressly contemplated by this Agreement or as set forth on Schedule 3.11, on the attached "DEVELOPMENTS SCHEDULE," since October 31transaction described in this Agreement. Since April 2004, 2000Seller has caused the Agency to conduct its business only in the ordinary course of business consistent with past custom and Agency, neither Seller (solely with respect and to the Acquired Companies) nor any of Seller’s Knowledge the Acquired Companies hasAgency has not: (a) subjected issued any material portion notes, bonds or other debt securities or any capital stock or units of the properties membership interest or assets of other equity securities or any Acquired Company to securities or rights convertible, exchangeable or exercisable into any Lien capital stock or Encumbrance (other than Permitted Encumbrances)equity securities; (b) entered intoincurred any Indebtedness, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than the capitalized leases listed in the Ordinary Course of BusinessSchedule 3.9; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and Agency; (d) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in payment or distribution of cash or in kind) other property with respect to its capital stock or other equity securities or purchased, redeemed or otherwise acquired any shares (of its capital stock or other interests) of the Capital Stock of equity securities (including any Acquired Companywarrants, options or other rights to acquire its capital stock or other equity securities); (de) made mortgaged or pledged any capital expenditures of its properties or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages assets or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect subjected them to any Acquired Company any of the (x) targetsLien, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawPermitted Liens; (f) (i) incurredsold, either directly assigned, transferred, leased, licensed or on behalf abandoned any of an Acquired Companyits assets, any indebtedness tangible or intangible, except in an aggregate principal amount exceeding $100,000 (net the ordinary course of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date business consistent with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)past custom and Agency; (g) made or granted any bonus or any wage or salary increase to any employee or group of employees made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, or entered into, modified or terminated any collective bargaining agreement or relationship; (h) delayed, postponed 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 or accelerated the collection of any accounts or notes receivable; (i) delayed or postponed the purchase of any inventory, the making of any capital expenditure or the repair or maintenance of any assets; (j) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons (other than advances to employees in the ordinary course of business consistent with past custom and Agency) or formed any Subsidiary; (k) suffered any damage, destruction or casualty loss exceeding $5,000 in the aggregate, whether or not covered by insurance, or experienced any material changes in the amount and scope of insurance coverage; (l) made any change in its cash management Agencys or in any method of accounting or accounting policies, or made any write-down in the accounting policies value of its inventory that is material or out of the ordinary course of business consistent with past custom and Agency; (m) directly or indirectly engaged in any Acquired Companytransaction or entered into any arrangement with any officer, director, shareholder, member or other Affiliate of the Agency; (n) amended its charter, bylaws, operating agreement or other organizational documents; (o) taken any action or omit to take any action which act or omission could reasonably be expected to have a Material Adverse Effect; or (hp) committed waived any material benefits of; or agreed to modify in any material respect, any confidentiality, standstill, non-solicitation or similar agreement to which the Sellers are a party; (q) been involved in any labor dispute, other than routine non-material grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Agency, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; (r) entered into any new line of business, or incurrence or commitment to incur any capital expenditures, obligations or liabilities in connection therewith; (s) entered into any acquisition or agreement to acquire by merger, consolidation or otherwise, or agreement to acquire a substantial portion of the assets of, or in any other manner, any business of any other Person; (t) cancelled or waived (i) any right material to the operation of the business of the Agency; (u) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery as set forth on Section 2.9 of the Transaction Documents Company Disclosure Schedule and as otherwise contemplated by this Agreement, since December 31, 2013, (a) the Company and the transactions to take place pursuant hereto on or before Company Subsidiaries have conducted their respective businesses in the Closing Date, since October 31, 2000, ordinary course of business; and (b) there has not been any Company Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse ChangeEffect. Without limiting the generality of the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October December 31, 20002013, neither Seller (solely with respect to the Acquired Companies) Company nor any Company Subsidiary has taken any of the Acquired Companies hasfollowing actions: (a) subjected any material portion amended the Organizational Documents of the properties Company or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances)Subsidiary; (b) entered transferred, issued, sold, pledged, encumbered or disposed of any Units or other securities of, or ownership interests in, the Company or any Company Subsidiary, or otherwise changed its capitalization, or issued, granted or sold any options, warrants, conversion rights or other rights, securities or commitments obligating it to issue or sell any Units, or any securities or obligations convertible into, amended or terminated exercisable or exchangeable for, any material lease, contract, agreement or commitment applicable to any Acquired CompanyUnits, or taken securities of any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of BusinessSubsidiary; (c) (i) effected any recapitalization, reclassification, Unit split, combination or like change in the capitalization of the Company or any Company Subsidiary, or amended the terms of any outstanding securities of the Company or any Company Subsidiary or the underlying agreements related thereto; (ii) declared, set aside or paid outside any distribution payable in cash, stock or other property whether or not in respect of its Units; or (iii) redeemed, purchased or otherwise acquired directly or indirectly any of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) equity securities of the Capital Stock of Company or any Acquired CompanyCompany Subsidiary; (d) made spent or committed to any new capital expenditures or commitments for (other than capital expenditures on behalf already reserved pursuant to the budget for the current fiscal year) in excess of $25,000, whether individually or in the aggregate; (e) entered into or amended any agreement pursuant to which the Company or any Company Subsidiary granted or received rights in or to any material Intellectual Property; (f) failed to take any action or paid any fee required in connection with the renewal, continuation, or continued prosecution of any Acquired Company Owned Intellectual Property; (g) except for amounts less in the ordinary course of business: (i) granted or announced any increase in the salary, severance or other direct or indirect compensation or benefits payable or to become payable to any employee or consultant (except as required by law or under any Employee Plan); (ii) granted any bonus, benefit or other direct or indirect compensation to any employee or consultant; (iii) loaned or advanced any money or other property to any employee or consultant (except advancement of expenses as required by any of the existing Employee Plans in the ordinary course of business); or (iv) except as required by applicable Legal Requirements, amended, terminated, modified, extended, or materially increased the rate or terms of benefits provided under, any Employee Plan or entered into, granted, or adopted any arrangement that would be an Employee Plan; (h) sold, assigned, leased, transferred or licensed to any Person, or permitted the imposition of any Encumbrance (other than $50,000Permitted Encumbrances) on, any of its properties or assets, other than in the ordinary course of business; (i) increased formed any Subsidiary or acquired any interest in any other Person (except for short-term investments in the salaryordinary course of business); (j) incurred, wages created or assumed any Indebtedness or amended, modified or made any changes to the terms of any Indebtedness, except in an amount not in excess of $100,000, whether individually or in the aggregate; (k) acquired or agreed to acquire by merging with, or by purchasing a substantial portion of the equity interests or assets of, or by any other manner, any business or any Person or division thereof or otherwise acquired or agreed to acquire any assets that are material individually or in the aggregate to the business of the Company and the Company Subsidiaries, taken as a whole; (l) amended, modified or changed any of its accounting policies, practices or procedures, except as required by GAAP; (m) amended, modified or made any changes in the Company’s or any Company Subsidiary’s standardized or other compensation sales terms and conditions, other than in the ordinary course of business; (n) delayed or postponed any payment of any officer accounts payable or employee other payables or expenses, or accelerated the collection of accounts receivable or cash collections of any Acquired Company whose annual salary istype, other than in the ordinary course of business; (o) entered into any Material Contract, or after giving effect amended, modified, elected not to such change would berenew or terminated any Material Contract, except, in each case, in the ordinary course of business; (p) amended, modified, terminated or made any changes to the coverage levels of any insurance coverage provided by existing insurance policies, other than in the ordinary course of business; (q) instituted any legal proceeding or claim, or compromised, settled, or failed to defend any pending legal proceeding or any claim, except for settlements or compromises in an amount less than $150,000 25,000, whether individually or more; in the aggregate, for which the Company and any applicable Company Subsidiary received a full release; (iir) established communicated with any Governmental Authority regarding the businesses of the Company or modified any Company Subsidiary with respect to any Acquired matter that could, or could reasonably be expected to, have a Company any of Material Adverse Effect or result in the (x) targets, goals, pools or similar provisions in respect institution of any fiscal year under investigation or legal proceeding against the Company or any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawCompany Subsidiary; (fs) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)material value; (gt) made, amended, modified, revoked or changed any election in respect of Taxes, amended, modified, adopted or changed (or made a request to change) any material change accounting method in respect of Taxes, entered into any Tax sharing, Tax indemnity or closing agreement, settled or compromised any claim, notice, audit report or assessment in respect of Taxes, surrendered any claim for a refund of Taxes, filed any Tax return other than one prepared in the accounting policies ordinary course of business, filed any Acquired Companyamended Tax return or consented to any extension or waiver of the limitation period applicable to any Tax return, Tax claim or assessment in respect of Taxes; or (hu) committed agreed or committed, whether in writing or otherwise, to do take any of the foregoingactions described in Sections 2.9(a) through 2.9(t).

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateSince January 1, since October 312013, 2000, (x) there has not been any Material Adverse Changeevent, change, occurrence or any event circumstance that has had or development which, individually or together with other such events, could would reasonably be expected to result in have a Material Adverse ChangeEffect and (y) none of the Companies has conducted its business other than in the ordinary course of business consistent with past practices, except as set forth on Schedule 4.06. Without limiting the generality of the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 4.06, since October 31January 1, 20002013, neither Seller (solely with respect to the Acquired Companies) nor any none of the Acquired Companies has: (a) amended or modified its Charter Document or Governing Document; (b) subjected any material portion of the its properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of BusinessLien; (c) declaredsold, set aside assigned, licensed, leased, transferred or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock otherwise disposed of any Acquired Companymaterial portion of its tangible assets, except for sales of finished goods or inventory in the ordinary course of business consistent with past practices; (d) made sold, assigned, licensed or transferred any capital expenditures patents, trademarks, trade names, copyrights, trade secrets or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000other intangible assets or Intellectual Property; (ie) increased the salary, wages made or other granted any bonus or any compensation of or salary increase to any officer current (or former) employee of any Acquired Company whose annual base salary isis (or was at the time of his or her termination) in excess of $75,000 (except for annual salary increases in connection with annual performance reviews in the ordinary course of business consistent with past practice which do not exceed 5% of such employee’s previous base salary before such increase), or after giving effect to such change would bemade or granted any increase in any employee benefit plan or arrangement, $150,000 or more; (ii) established amended or modified with respect to terminated any Acquired Company any of the (x) targets, goals, pools existing employee benefit plan or similar provisions in respect of any fiscal year under any Benefit Plan, arrangement or severance agreement or employment contract or other adopted any new employee compensation benefit plan or arrangement or (y) salary rangesseverance agreement, increase guidelines retention, change in control, bonus or similar provisions in respect of any Benefit Plan, deferred compensation agreement or employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawcontract; (f) (i) incurredentered into any Material Contract other than those listed on Schedule 4.11 or accelerated, either directly or on behalf of an Acquired Companyterminated, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period)modified, or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, canceled or waived any material right of any Acquired Company under, any indebtedness of or owing with respect to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)Material Contract; (g) made any election pursuant to Treasury Regulation Section 301.7701-3(c) (or any analogous provision of state or local income Tax Law); (h) experienced any damage, destruction or loss (whether or not covered by insurance) involving individually or in the aggregate at least $25,000 of its assets or properties; (i) made any capital expenditure or series of related capital expenditures, or entered into any commitment for capital expenditures or series of related capital expenditures involving more than $25,000 individually, or more than $50,000 in the aggregate; (j) incurred, assumed or guaranteed any Indebtedness, other than Indebtedness under their existing lines of credit with The Huntington National Bank; (k) canceled or compromised any debt or claim or waived or released any material right of any of the Companies; (l) incurred any obligation or entered into any Contract which either (i) required a payment of in excess of $50,000 or (ii) has a term that requires performance over a period in excess of one year; (m) merged, consolidated or made any capital investment into or with any other Person or acquired or combined with (by merger, consolidation, acquisition of securities or assets or otherwise) any corporation, partnership or other business organization or division or any material assets of any other Person or adopted any plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Companies; (n) commenced or entered into any settlement or release with respect to any Action; (o) made any change in the any method of accounting policies or accounting practice of any Acquired Companyof the Companies, except as required by GAAP or applicable Law; (p) made any sale or other disposition of any of the assets reflected in the Financial Statements, except for sales of inventory or disposition of damaged or obsolete assets in the ordinary course of business consistent with past practices; (q) made any acquisition or purchase or disposition of any material assets, business or any product line; or (hr) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002023, there has not been any Material Adverse ChangeEffect and, to the Knowledge of the Company, no event has occurred or any event or development which, individually or together with other such events, could circumstances exist that would reasonably be expected to result in a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as expressly contemplated by this Agreement or as set forth on Section 3.6 of the attached "DEVELOPMENTS SCHEDULE," Disclosure Schedule, since October December 31, 20002023, neither Seller (solely with respect to the Acquired Companiesx) nor any of the Acquired Companies have conducted their business only in the Ordinary Course of Business, and (y) no Acquired Company has: (a) subjected issued any notes, bonds or other debt securities or any Equity Interests of any Acquired Company; (b) declared, set aside or made any payment, dividend or distribution of cash or other property with respect to any Equity Interests of any Acquired Company or purchased, redeemed or otherwise acquired any Equity Interests of any Acquired Company; (c) sold, assigned, transferred, leased, licensed, abandoned or permitted to lapse (other than patents expiring at the end of their statutory terms) any material portion assets of any Acquired Company (including Company Intellectual Property), other than sales of inventory and non-exclusive licenses to customers or other business relations, in each case, in the properties Ordinary Course of Business, or assets failed to protect or enforce Company Intellectual Property, or disclosed any Confidential Information of any Acquired Company to any Lien or Encumbrance third party (other than Permitted Encumbrancespursuant to appropriate confidentiality agreements); (bd) entered intomade or granted any bonus or any wage or salary increase, or made or granted any increase in any Benefit Plan or arrangement, or amended or terminated any existing Benefit Plan or arrangement or adopted any new Benefit Plan or arrangement, except as required by applicable Law; (e) made capital expenditures or commitments therefor in excess of $25,000 individually, or $50,000 in the aggregate; (f) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons; (g) suffered any damage, destruction or casualty loss exceeding $50,000 in the aggregate, whether or not covered by insurance, or experienced any material leasechanges in the amount or scope of insurance coverage; (h) made any change in its cash management practices (including with respect to accounts receivable) or made any write-down in the value of any assets, contractin each case in any material adverse way; (i) made any change in any method of accounting or accounting policies or Tax accounting method or reporting practices, made or changed or rescinded any Tax election, filed any amended Tax Return, entered into any closing or other agreement with respect to Taxes or commitment consented to any claim or assessment related to Taxes, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, incurred any liability for Taxes outside the Ordinary Course of Business, failed to pay any Tax as such Tax became due and payable, prepared any Tax Returns in a manner which is materially inconsistent with past practices of the Acquired Companies with respect to the treatment of items on prior Tax Returns, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (j) directly or indirectly engaged in any material transaction or entered into any loan or material arrangement with any (i) officer, director, manager, current or former holder of Equity Interests, (ii) individual related by blood, marriage or adoption to any officer, director, manager or current or former holder of Equity Interests or (iii) other Affiliate of the Acquired Companies; (k) merged, amalgamated or consolidated with any other Person or effected a recapitalization or similar transaction; (l) incurred any Indebtedness or cancelled any debts owed to or claims held by any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (cm) declaredincurred any Liens upon any of its assets or any increase in the amount payable under any credit or loan agreement to which the Acquired Companies are a party, set aside or paid outside of other than in the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired CompanyBusiness; (dn) made cancelled, compromised, waived, or released any capital expenditures right or commitments for capital expenditures on behalf claim (or series of any Acquired Company except for amounts less than $50,000related rights and claims); (io) increased the salarysettled any investigation, wages claim or other compensation of any officer or employee of any Acquired Company whose annual salary islitigation, or after giving effect to such change would befiled any motions, $150,000 orders, briefs or more; settlement agreements in any Actions; (iip) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amendedterminated, modified or terminated (partial or complete) amended any Benefit Plan Material Contract, except to Contracts entered into in the extent required by applicable lawOrdinary Course of Business; (fq) accelerated, terminated, modified or canceled any agreement, contract, document, lease, or license (or series of related agreements, contracts, leases, and licenses) (i) incurred, either directly involving payment of more than $20,000 to which the Company is a party or on behalf by which the Company is bound except in the Ordinary Course of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), the Business or (ii) voluntarily purchasedwhich does not meet the criteria in (i) above but is material to the Company or the Business and, cancelledto the Knowledge of the Company, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived no party intends to take any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)such action; (gr) made terminated, amended or failed to renew any material change (i) Permit; or (ii) registration or application for any Company Intellectual Property except for amendments completed in the accounting policies Ordinary Course of Business; (s) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any Acquired existing such contract or agreement; (t) written down or written up the value of any asset or investment on the Company’s books or records, except for depreciation and amortization taken in the Ordinary Course of Business; (u) accelerated the collection or receipt of, or discounted, any account receivables; (v) delayed or postponed the payment of any accounts payable or commissions or any other Liability or agreed or negotiated with any Person to extend the payment date of any accounts payable or commissions or any other Liability; (w) other than in the Ordinary Course of Business, engaged in (i) any promotional sales or discount or other activity, including with customers or other business relations, that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales that would otherwise be expected to occur in post-Closing periods or (ii) any activity, including with vendors, suppliers or other business relations, that has or would reasonably be expected to have the effect of accelerating to post-Closing periods costs or expenses that would otherwise be expected to occur in pre-Closing periods; or (hx) committed agreed or proposed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except for Since the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Latest Balance Sheet Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse ChangeEffect. Without limiting Since the foregoingLatest Balance Sheet Date, except as set forth on Schedule 4.06, or as expressly contemplated by the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000sale of the Shares, neither Seller (solely the Company nor any of its Subsidiaries has, with respect to the Acquired Companies) nor any of the Acquired Companies hasBusiness: (a) subjected borrowed any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance amount (other than Permitted Encumbrancesliabilities under contracts entered into in the ordinary course of business or disclosed on the Disclosure Schedules and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) entered intomortgaged, amended pledged or terminated any material lease, contract, agreement or commitment applicable subjected to any Acquired CompanyLien, any portion of its material assets, except Permitted Liens; (c) acquired any real property or taken any other action or entered into any other material transaction applicable to any Acquired Company assets, other than in the Ordinary Course ordinary course of Businessbusiness; (cd) sold, assigned or transferred any material portion of its tangible assets (other than inventory); (e) sold, assigned, transferred, abandoned, permitted to lapse or licensed (other than non-exclusive licenses granted in the ordinary course of business) any material Intellectual Property Rights owned by the Company or its Subsidiaries; (f) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; (g) made any investment in, or any loan to, any other Person (other than a Subsidiary of the Company) in excess of $250,000; (h) made any capital expenditures or commitments therefor, except for such capital expenditures or commitments therefor that are reflected in the Company’s budget for the fiscal year ending December 31, 2009; (i) failed to make any capital expenditures in accordance with the Company’s budget for the fiscal year ending December 31, 2009; (j) declared, set aside or paid outside of the Ordinary Course of Business any dividends dividend or made any other distributions distribution with respect to the Shares (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock, except for dividends or distributions made by Subsidiaries to their respective parents in the ordinary course of business; (k) entered into, extended, materially modified, terminated or renewed any Material Contract, except in the ordinary course of business; (l) failed to maintain in full force and effect adequate insurance coverage with respect to any shares (or other interests) of the Capital Stock of any Acquired CompanyBusiness; (dm) amended the certificate of incorporation, by-laws or other organizational documents of the Company or any of its Subsidiaries; (n) settled, cancelled or compromised any material litigation, debt, claim or arbitration, or waived or released any material right of the Company or any of its Subsidiaries; (o) changed the Company’s or its Subsidiaries’ accounting practices, except as required by IFRS; (p) made any capital expenditures material loan to, or commitments for capital expenditures on behalf entered into any other material transaction with, any of any Acquired Company except for amounts less than $50,000its directors, officers, and employees; (iq) increased entered into any employment contract providing for payments exceeding $200,000 per year or any collective bargaining agreement, or modified the salary, wages or other compensation terms of any officer such existing contract or employee agreement; (r) granted any severance or termination pay to or made any other material change in employment terms (including compensation or benefits) for any of its current or former directors or officers or for any current or former employees or consultants having employment contracts with annual payments exceeding $200,000 per year; (s) except as otherwise required by the terms of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any Business Benefit Plan existing as of the (x) targetsdate of this Agreement, goalsestablished, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified amended or terminated (partial or complete) any Business Benefit Plan except to or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Benefit Plan if it were in existence as of the extent required by applicable lawdate of this Agreement; (ft) (i) incurredsettled any material Tax claim, either directly made, or on behalf of an Acquired Companychanged, any indebtedness in an aggregate principal amount exceeding $100,000 (net material Tax election, changed any method of accounting, filed any amounts discharged during such period), amended material Tax Return or surrendered any material right to claim a material Tax refund; or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired Company; or (hu) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002011, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," Developments Schedule and except as expressly contemplated by this Agreement, since October December 31, 20002011, the Company and its Subsidiaries have carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past practice, and neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies its Subsidiaries has: (a) subjected any material portion amended or modified its certificate of the properties incorporation or assets of any Acquired Company to any Lien by-laws (or Encumbrance (other than Permitted Encumbrancesequivalent governing documents); (b) entered into, amended subjected any of its material properties or terminated any material lease, contract, agreement or commitment applicable assets to any Acquired CompanyLien, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Businessexcept for Permitted Liens; (c) declaredsold, set aside leased, assigned, transferred or paid outside purchased any material tangible assets, in each case, in a single or related series of transactions, other than, in each case, the Ordinary Course sale of Business any dividends or made any other distributions (whether inventory in cash or in kind) with respect to any shares (or other interests) the ordinary course of the Capital Stock of any Acquired Companybusiness; (d) made sold, leased, assigned, transferred or purchased any capital expenditures material issued patents, material registered trademarks, material trade names, material registered copyrights or commitments for capital expenditures on behalf material trade secrets, except in the ordinary course of any Acquired Company except for amounts less than $50,000business; (ie) increased the salaryissued, wages sold, redeemed or transferred any of its capital stock or other compensation of any officer equity securities, securities convertible into its capital stock or employee of any Acquired Company whose annual salary isother equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or after giving effect to such change would be, $150,000 any bonds or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawdebt securities; (f) (i) incurredmade or approved any changes in any Plan or any of its employee benefit plans, either directly programs, policies, agreements or on behalf of an Acquired Companyarrangements, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness renewals in the ordinary course of any Acquired business consistent with past practice which did not result in increased cost to the Company owing to another Acquired Company)or its Subsidiaries or as required by applicable Law; (g) made any changes in wages, salary, fees or other compensation with respect to its current or former officers, directors, consultants or employees, other than changes made in the ordinary course of business consistent with past practice or as required by applicable Law or existing written agreements or written arrangements; provided that, notwithstanding the foregoing, neither the Company nor any of its Subsidiaries has taken any such action with respect to the individuals listed on the Officer Schedule; (h) 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 or officers outside the ordinary course of business; (i) adopted any Plans; (j) hired or terminated any officers of the Company or its Subsidiaries or hired any other employees with fixed annual compensation in excess of $100,000; (k) commenced or settled any litigation involving an amount in excess of $100,000 for any one case; (l) made any material change in accounting principles, methods, procedures or policies, except as required by GAAP; (m) (i) made, changed or revoked any Tax election, (ii) amended, settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or consented to any extension or waiver of the statute of limitations thereof action in respect of Taxes, (iii) changed any annual Tax accounting policies period, adopted or changed any method of Tax accounting other than such changes required by GAAP or applicable Law, (iv) entered into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax, (v) knowingly surrendered any right to claim a Tax refund, or (vi) prepared or filed any Tax Return (or any amendment thereof) other than such a Tax Return that was prepared in a manner consistent with prior practice unless otherwise required by applicable Tax Law; (n) materially accelerated the collection of accounts receivable or materially delayed the payment of accounts payable; (o) except as set forth in the Contracts Schedule, entered into or agreed to any material modification, amendment or extension of any Acquired Material Contract; (p) (i) authorized, proposed, entered into or agreed to enter into any plan of liquidation, dissolution or other reorganization, or (ii) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (q) incurred or discharged any material Indebtedness, except in the ordinary course of business in accordance with the Revolver; (r) made any capital expenditure or capital additions or betterments in excess of an average of $500,000 per quarterly accounting period, individually or in the aggregate; (s) suffered any casualty, damage, destruction or loss, whether or not covered by insurance, to any material asset of the Company; or (ht) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002013, there has not been any Material Adverse Changeoccurred no fact, or any event or development which, individually circumstance which has had or together with other such events, could would reasonably be expected to result in have a Material Adverse ChangeEffect. Except as set forth on Schedule 6.6 and except as expressly contemplated by this Agreement, since the date of the Latest Balance Sheet through the date of this Agreement, none of the Transferred Companies has engaged in any material transaction that was not in the Ordinary Course of Business. Without limiting the generality of the foregoing, and except as set forth on Schedule 6.6 and except as expressly contemplated by this Agreement, since the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any date of the Acquired Latest Balance Sheet through the date of this Agreement, none of the Transferred Companies has: (a) subjected borrowed or guaranteed any material portion of the properties amount or assets of any Acquired Company incurred or become subject to any Lien or Encumbrance liabilities (other than Permitted Encumbrancesliabilities 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) entered intomortgaged, pledged or subjected to any lien, charge or other encumbrance, any portion of its assets, except Permitted Encumbrances; (c) purchased, sold, assigned or transferred any material portion of its tangible assets, except in the Ordinary Course of Business; (d) purchased, sold, assigned or transferred any material Intellectual Property, except in the Ordinary Course of Business; (e) suffered any extraordinary losses or waived any rights of material value; (f) issued, sold or transferred any shares of capital stock or other equity securities, securities convertible into shares of capital stock or other equity securities or warrants, options or other rights to acquire shares of capital stock or other equity securities, or any bonds or debt securities; (g) amended or authorized the amendment of its organizational documents; (h) made or granted any bonus or any compensation increase to any former or current employee, independent contractor or group of such individuals, or made or granted any increase in any employee benefit plan, severance arrangement, employment contract or any similar arrangements, or amended or terminated any existing Benefit Plan; (i) made any loans or advances to, or guarantees for the benefit of, any Persons (except to employees in the Ordinary Course of Business); (j) made any material leasecapital expenditures or commitments therefor, contractexcept in the Ordinary Course of Business; (k) suffered any change, agreement development, or commitment applicable to any Acquired Company, circumstances or taken any other action or omitted to take any action that has had, or would reasonably be expected to have, a Material Adverse Effect; (l) suffered any damage, destruction or loss, whether covered by insurance or not, that has had or would reasonably be expected to have, a Material Adverse Effect; (m) made any material change in its accounting principles, practices, methodologies or policies; (n) made any loan to, or entered into any other material transaction applicable to transactions with any Acquired Company of its directors, officers, or key employees other than in the Ordinary Course of Business; (co) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash respect of its capital stock or in kind) with respect to membership interests or redeemed, purchased or acquired any shares (of its capital stock or other membership interests) of the Capital Stock of any Acquired Company; (dp) made acquired or agreed to acquire or merge with another business or entered into any capital expenditures joint venture; (q) settled any claim, demand, grievance, arbitration or commitments for capital expenditures on behalf of any Acquired Company except litigation for amounts less than in excess of $50,000; (ir) increased the salarymade, wages revoked or changed any Tax election, adopted or changed any Tax accounting method or practice, settled or compromised any Tax Liability, filed any amended Tax Return, surrendered any right to claim a Tax refund or offset, or other compensation reduction in Tax Liability, entered into any closing agreement or extended or waived any statute of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified limitations with respect regard to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawTax matter; (fs) (i) incurredentered into any contract, either directly lease or on behalf of an Acquired Companyother agreement, whether written or oral, or any indebtedness in an aggregate principal amount exceeding $100,000 (net amendment, modification, extension or renewal of any amounts discharged during such period)contract, lease or other agreement (ii) voluntarily purchasedexcluding, cancelledin each case, prepaid or completely or partially discharged purchase orders and sales orders entered into in advance the Ordinary Course of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired CompanyBusiness); (gt) made any material change in the accounting policies its cash management practices and its policies, practices and procedures with respect to collection of any Acquired Companyaccounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; or (hu) committed or entered into any agreement to do any of the foregoing.

Absence of Certain Developments. Except for as disclosed in the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on Nuvel SEC Filings or before the Closing Dateas otherwise contemplated by this Agreement, since October December 31, 20002015, Nuvel and its Subsidiaries have conducted their respective businesses 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 ChangeEffect on Nuvel or its Subsidiaries, or (ii) any event or development which, individually or together with other such events, could that would reasonably be expected to result prevent or materially delay the performance of Nuvel obligations pursuant to this Agreement, (iii) any material change by Nuvel in a Material Adverse Change. Without limiting its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the foregoingshares of capital stock of Nuvel or its Subsidiaries or any redemption, except as set forth on purchase or other acquisition of any of Nuvel's securities or the attached "DEVELOPMENTS SCHEDULE," since October 31securities of any Nuvel Subsidiary, 2000(v) any increase in the compensation or benefits or establishment of any bonus, neither Seller insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (solely including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of Nuvel or its Subsidiaries, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of Nuvel or its Subsidiaries, (vi) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by Nuvel or its Subsidiaries, (vii) any amendment to the Acquired CompaniesOrganizational Documents of Nuvel or its Subsidiaries, (viii) nor any of the Acquired Companies has: (a) subjected any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course ordinary course of Business; business consistent with past practice, any (cw) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures by Nuvel or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salaryits Subsidiaries, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targetspurchase, goalssale, pools assignment or similar provisions in respect transfer of any fiscal year under any Benefit Planmaterial assets by Nuvel or its Subsidiaries, employment contract or other employee compensation arrangement or (y) salary rangesmortgage, increase guidelines pledge or similar provisions in respect existence of any Benefit Planlien, employment contract encumbrance or charge on any material assets or properties, tangible or intangible of Nuvel or its Subsidiaries, except for liens for taxes not yet due and such other employee compensation arrangement; liens, encumbrances or (iii) adoptedcharges which do not, entered intoindividually or in the aggregate, amended, modified have a Material Adverse Effect on Nuvel or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period)its Subsidiaries, or (iiz) voluntarily purchasedcancellation, cancelledcompromise, prepaid release or completely waiver by Nuvel or partially discharged any of its Subsidiaries of any rights of material value or any material debts or claims, (ix) any incurrence by Nuvel or its Subsidiaries of any material liability (absolute or contingent), except for current liabilities and obligations incurred in advance the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Nuvel or its Subsidiaries, (xi) entry by Nuvel or its Subsidiaries into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which Nuvel or its Subsidiaries are a party or by which any of them are bound, (xiii) entry by Nuvel or its Subsidiaries into any loan or other transaction with any officers, directors or employees of Nuvel or its Subsidiaries, (xiv) any charitable or other capital contribution by Nuvel or its Subsidiaries or pledge therefore, (xv) entry by Nuvel or its Subsidiaries into any transaction of a scheduled payment date material nature other than in the ordinary course of business consistent with respect topast practice, or waived (xvi) any right of any Acquired Company under, any indebtedness of negotiation or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired Company; or (h) committed agreement by Nuvel or its Subsidiaries to do any of the foregoingthings described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateSince January 28, since October 31, 20002012, there has not been any Material Adverse Changeoccurred no fact, or any event or development whichcircumstance which has had or could, individually or together with other such eventsin the aggregate, could reasonably be expected to result in have a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on Schedule 3.10, since January 28, 2012, the attached "DEVELOPMENTS SCHEDULE," since October 31Company and the Sellers have conducted the Business only in the Ordinary Course of Business, 2000and have not, neither Seller (solely with respect to or otherwise related to the Acquired Companies) nor any of the Acquired Companies hasBusiness: (a) subjected amended any material portion provision of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances)Company’s Governing Documents; (b) entered into, amended or terminated issued any material lease, contract, agreement or commitment applicable to any Acquired Equity Interests of the Company, declared, set aside or taken made any payment or distribution of cash or other action property with respect to its Equity Interests, purchased, redeemed or entered into otherwise acquired any other material transaction applicable to of its Equity Interests; (c) incurred any Acquired Company Indebtedness, other than capitalized leases not exceeding $25,000 in the aggregate (determined in accordance with GAAP); (d) discharged or satisfied any Lien other than Permitted Liens or paid any Liability, other than current Liabilities paid in the Ordinary Course of Business; (ce) declaredsold (other than sales of inventory in the Ordinary Course of Business), licensed, leased, transferred, assigned, abandoned or otherwise disposed of any of its Assets or mortgaged, pledged, or imposed any Lien other than Permitted Liens upon any of its Assets; (f) suffered any damage, destruction or casualty loss exceeding $25,000 in the aggregate, whether or not covered by insurance, or experienced any material change in the amount and scope of insurance coverage; (g) made, promised or granted any bonus, any equity or incentive awards or any wage or salary increase or other compensation and benefits to any employee, group of employees, consultants, officers or directors (other than wage increases in the Ordinary Course of Business), or adopted, amended, materially increased benefits under or terminated any Employee Benefit Plan, or pay, agree to pay, or set aside funds to pay, any pension, retirement allowance, termination or paid severance pay, bonus or other employee benefit in a manner not required by any existing Employee Benefit Plan to any employee, group of employees, consultants, officers or directors; (h) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Person (other than advances to employees in the Ordinary Course of Business); (i) directly or indirectly engaged in any transaction or entered into any arrangement with any of the Company’s officers, directors, equityholders, Affiliates or any of their respective relatives; (j) entered into, modified or terminated any Material Contract; (k) made any capital expenditure (or series of related capital expenditures) or commitment therefore in excess of $25,000 individually or $50,000 in the aggregate, or delayed or postponed the making of any capital expenditure or the repair or maintenance of any Assets; (1) made any change in the policies of the Business with respect to the payment of accounts payable or accrued expenses or the collection of the accounts receivable or other receivables, including any acceleration or deferral of the payment or collection thereof, as applicable, or made any write down in the value of its inventory in a manner that is outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired CompanyBusiness; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gm) made any material change in the manner in which the Business extends discounts or credits to, or otherwise deals with, customers; (n) made any material change in the manner in which the Business markets its products or services; (o) made any change in its cash management practices or in the accounting policies methods, principles or practices used by the Business; (p) taken any action (or failed to take any action) that has resulted in, or could reasonably be expected to result in, the loss, lapse, abandonment, invalidity or unenforceability of any Acquired CompanyCompany Intellectual Property Rights; (q) made any change in any method of financial or Tax accounting or financial or Tax accounting practice used by the Company other than such changes as were required by GAAP or applicable Tax Law, as applicable; (r) made any Tax election (including any change or revocation of any election), any amendment to any Tax Return, any settlement of any Tax claim or assessment, any surrender of any right to claim a refund of Taxes or any consent to extend or waive the statute of limitations applicable to any Tax claim or assessment; or (hs) committed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 3.7, since October December 31, 20002017, neither Seller (solely with respect to and through the Acquired Companies) nor any date of the Acquired Companies this Agreement, no event, change, fact, condition, or circumstance has occurred or arisen that has had a Material Adverse Effect. Except as set forth on Schedule 3.7, since December 31, 2017, no Target Company has: (a) subjected any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than except in the Ordinary Course of Business, materially increased the salary or other compensation of any employee of any Target Company, or provided any material increase in or added any other benefits to which any such employee may be entitled; (b) mortgaged, pledged, or subjected to any Lien any of the material assets of any Target Company, except Permitted Liens; (c) declaredexcept in the Ordinary Course of Business, set aside sold, assigned, or paid outside transferred any material portion of the tangible assets related to the Business; (d) sold, assigned, or transferred any patents, registered trademarks, trade names, registered copyrights, trade secrets, or other material intangible assets related to the Business; (e) except in the Ordinary Course of Business, made or changed any Tax election, filed any amended Tax Return, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, adopted or changed any accounting method in respect of Taxes, entered into any closing agreement or settled or consented to any claim or assessment in respect of Taxes, or taken any other similar action with respect to Taxes or Tax Returns; (f) issued, sold, or transferred any of its Equity Interests, securities convertible into its Equity Interests, or other warrants, options, or other rights (including preemptive rights) to acquire its Equity Interests or any bonds or debt securities; (g) except in the Ordinary Course of Business, made any material changes to any Employee Benefit Plan or made any material changes in wages, salary or other compensation with respect to its managers, officers or employees other than changes as required by applicable Laws or pursuant to existing agreements or arrangements; (h) paid, loaned, or advanced (other than the payment of salary and benefits in the Ordinary Course of Business or the payment, advance, or reimbursement of expenses in the Ordinary Course of Business) any dividends amounts to, or made sold, transferred, or leased any of its assets related to the Business to, or entered into any other distributions (whether in cash transaction with, any of its managers, officers or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000Affiliates; (i) increased the salarycommenced or settled any litigation involving an amount in excess of $20,000 for any one case; (j) made any material amendments to its Governing Documents; (k) paid or declared any dividend or made any distribution on its Equity Interests, wages or other compensation purchased or redeemed any of its Equity Interests; (l) suffered any material loss, or any material interruption in use, of any officer assets or employee property material to the operation of any Acquired Company whose annual salary isthe Business (whether or not covered by insurance), whether on account of fire, flood, riot, strike, act of God, or after giving effect to such change otherwise; (m) except in the Ordinary Course of Business or as would benot affect the Business in any material respect, $150,000 (i) paid or more; delayed payment of accounts payable, (ii) established collected or modified with respect to any Acquired Company any accelerated collection of the (x) targetsAccounts Receivable, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adoptedsold, entered intodistributed, amendedor accelerated the sale or distribution of, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period)inventory, or (iiiv) voluntarily purchased, cancelled, prepaid offered customers terms of sale (including discounts or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Companydelayed payments); (gn) waived any material right or canceled or compromised any material debt or claim; (o) made any individual capital expenditure in an amount that exceeds $50,000, or capital expenditures in an aggregate amount that exceeds $100,000; (p) established any new banking, borrowing, or depository relationship; (q) hired or terminated any employee, independent contractor or consultant, or entered into or modified any employment, consulting or other services agreement with any Person with base compensation in excess of $75,000; (r) paid or incurred any management, investment advisor or consulting fees, except pursuant to existing agreements or arrangements disclosed on Schedule 3.10(a); (s) entered into any contract for borrowed money or issued any bonds, debentures, notes or other corporate securities evidencing money borrowed; (t) made any loans, advances, or capital contributions to or investments in any Person; (u) made any material change in to its accounting methods, principles or practices; (v) prepaid, discharged, settled, or satisfied any of its material Liabilities or Indebtedness outside the accounting policies Ordinary Course of any Acquired CompanyBusiness; or (hw) committed agreed to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002012, there has not been occurred any Material Adverse Changeevent, occurrence, fact, circumstance or change that has had, or any event or development which, individually or together with other such events, could reasonably reasonable would be expected to result in have, a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 3.07 or as contemplated by this Agreement, since October December 31, 20002012, neither Seller (solely the Company has operated its business in the ordinary course of business consistent with respect to past practice in all material respects, and the Acquired Companies) nor any of the Acquired Companies hasCompany has not: (a) subjected sold, leased, assigned or transferred any material portion of its assets or property, or suffered the properties or assets imposition of any Acquired Company to mortgage, pledge or other Lien upon any Lien material portion of its assets or Encumbrance (other than Permitted Encumbrances)property outside the ordinary course of business; (b) entered intoeffected any recapitalization, amended reclassification, stock dividend, stock split, adjustment, combination, subdivision or terminated any material lease, contract, agreement or commitment applicable to any Acquired Companylike change in its capitalization, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside any other distribution of the Ordinary Course of Business any dividends kind (whether in cash, stock or property) to any stockholder, or made any direct or indirect redemption, retirement, purchase or other distributions (whether in cash or in kind) with respect to acquisition of any shares (of capital stock or other equity interests; (c) merged or consolidated with or made any equity investment in, or any loan or advance to, or any acquisition of the Capital Stock securities or assets of, any other Person (other than a Subsidiary of the Company or advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees, independent contractors and third-party transportation providers of the Company or any Acquired CompanySubsidiary thereof in the ordinary course of business); (d) made any capital expenditures or commitments for capital expenditures on behalf in excess of $100,000 in the aggregate other than as contemplated by the Company's budget set forth in Schedule 3.07(d), a true and correct copy of which has been made available to Buyer; (e) granted any Acquired Company except for license or sublicense of, assigned or transferred any material rights under or with respect to any Intellectual Property other than in the ordinary course of business; (f) suffered any event of damage, destruction, casualty loss or claim exceeding $100,000, individually or in the aggregate, in excess of amounts less than $50,000covered by applicable insurance; (g) failed to maintain their respective material assets in substantially their current physical condition in accordance with past practice, normal wear and tear excepted, and in accordance with past practices of the Company; (h) made any changes to policies or timing of repairs, maintenance, and purchasing and installation of tires, fuel, and other replaceable operating supplies; (i) increased granted any increase in the salaryamount of cash compensation, wages benefits, retention or severance pay to any of its directors, officers or other compensation of senior executives or adopted, amended or terminated any Plan or Benefit Program or Agreement; (j) made any payment or commitment to pay any pension, retirement allowance or other employee benefit, any amount relating to unused vacation days, retention, severance or termination pay to any director, officer or employee other than in the ordinary course of any Acquired Company whose annual salary is, business consistent with past practice and which payments or after giving effect commitments to such change would be, pay do not exceed $150,000 or more; (ii) established or modified with respect to any Acquired Company any of 100,000 in the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawaggregate; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gk) made any material change in accounting, auditing or tax reporting methods, policies or practices; (l) made or revoked any election with respect to Taxes of the accounting policies Company or any of its Subsidiaries or changed its tax year; (m) accelerated or changed any Acquired Companyof its practices, policies, procedures or timing of the billing of customers or the collection of their accounts receivable, pricing and payment terms, cash collections, cash payments or terms with vendors other than in the ordinary course of business in accordance with reasonable commercial practices; (n) delayed or postponed the payment of accounts payable or accrued expenses or the deferment of expenses other than in the ordinary course of business in accordance with reasonable commercial practices; or (ho) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002013, there has not been occurred any Material Adverse Changeevent, occurrence, fact, circumstance or change that has had, or any event or development which, individually or together with other such events, could reasonably would be expected to result in have, a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 2.07 or as contemplated by this Agreement, since October December 31, 20002013, neither Seller (solely the Companies have operated their businesses in the ordinary course of business consistent with respect to the Acquired Companies) nor any past practice in all material respects, and none of the Acquired Companies has: (a) subjected sold, leased, assigned or transferred any material portion of its assets or property, or suffered the properties or assets imposition of any Acquired Company to mortgage, pledge or other Lien upon any Lien material portion of its assets or Encumbrance (other than Permitted Encumbrances)property outside the ordinary course of business; (b) entered intoeffected any recapitalization, amended reclassification, stock dividend, stock split, adjustment, combination, subdivision or terminated any material lease, contract, agreement or commitment applicable to any Acquired Companylike change in its capitalization, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside any other distribution of the Ordinary Course any kind (whether in cash, stock or property) to any shareholder, except for distributions of Business any dividends Seller Property, or made any direct or indirect redemption, retirement, purchase or other distributions acquisition of any shares of capital stock or other equity interests; (whether c) merged or consolidated with or made any equity investment in, or any loan or advance to, or any acquisition of the securities or assets of, any other Person (other than advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees, independent contractors and third-party transportation providers of any of the Companies in cash or in kind) the ordinary course of business, including but not limited to advances made to owner-operators with respect to any shares (or other interests) of the Capital Stock of any Acquired Companyvehicle repairs); (d) made any capital expenditures or commitments for capital expenditures (as determined by the fixed asset capitalization policy of the Companies) in excess of $50,000 in the aggregate other than as contemplated by the Companies’ list of year to date and planned capital expenditures set forth in Schedule 2.07(d), a true and correct copy of which has been made available to Buyer in the Document Room as of September 30, 2014; (e) granted any license or sublicense of, assigned or transferred any material rights under or with respect to any Intellectual Property other than in the ordinary course of business; (f) to Seller’s Knowledge, suffered any event of damage, destruction, casualty loss or claim exceeding $20,000 for any individual claim, in excess of amounts covered by applicable insurance other than amounts for which a reserve has been included on behalf the Latest Balance Sheet; (g) failed to maintain their respective material assets in substantially their current physical condition in accordance with past practice, normal wear and tear excepted, and in accordance with the manufacturer’s specifications and warranties; (h) made any changes to policies or timing of any Acquired Company except for amounts less than $50,000repairs, maintenance, and purchasing and installation of tires, fuel, and other replaceable operating supplies; (i) increased granted any increase in the salaryamount of cash compensation, wages benefits, retention or severance pay to any of its directors, officers or other compensation of senior executives or adopted, amended or terminated any Plan or Benefit Program; (j) made any payment or commitment to pay any pension, retirement allowance or other employee benefit, any amount relating to unused vacation days, retention, severance or termination pay to any director, officer or employee other than in the ordinary course of any Acquired Company whose annual salary is, business consistent with past practice and which payments or after giving effect commitments to such change would be, pay do not exceed $150,000 or more; (ii) established or modified with respect to any Acquired Company any of 50,000 in the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawaggregate; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gk) made any material change in accounting, auditing or tax reporting methods, policies or practices; (l) made or revoked any election with respect to Taxes or changed its tax year; (m) accelerated or changed any of its practices, policies, procedures or timing of the accounting policies billing of any Acquired Companycustomers or the collection of their accounts receivable, pricing and payment terms, cash collections, cash payments or terms with vendors other than in the ordinary course of business in accordance with reasonable commercial practices; (n) delayed or postponed the payment of accounts payable or accrued expenses or the deferment of expenses other than in the ordinary course of business in accordance with reasonable commercial practices; or (ho) committed to do any of the foregoing.

Absence of Certain Developments. Except for Since January 2, 2010, the execution Company has operated in the Ordinary Course of Business and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any event or condition that has had a Company Material Adverse ChangeEffect. Except as contemplated by this Agreement, since January 2, 2010, the Company (or Seller or any event other Affiliate of Seller or development whichany other Affiliate of Seller, individually or together with other such eventsin each case, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired CompaniesCompany’s behalf) nor any of the Acquired Companies hashas not: (a) mortgaged, pledged or subjected to any material Lien any tangible assets of the Company except Company Permitted Liens; (b) sold, assigned or transferred any material portion of the properties or tangible assets of the Company, except in the Ordinary Course of Business; (c) sold, assigned, transferred, licensed, abandoned or disposed of any Acquired Company Intellectual Property, except in the Ordinary Course of Business; (d) redeemed or repurchased, directly or indirectly, any shares of capital stock of the Company, effected any recapitalization, reclassification, stock dividend or stock split or like change in the capitalization of the Company, or paid any dividend with respect to any Lien the Company’s capital stock or Encumbrance other equity interests (other than Permitted Encumbrancesexcept for dividends in cash); (be) entered intoissued, sold or transferred any of its capital stock, securities convertible into its capital stock or warrants, options or other rights to acquire its capital stock; (f) failed to make any material capital expenditures or commitments therefor required to be made to maintain the Company’s business and assets in the Ordinary Course of Business; (g) changed any of its material financial or Tax accounting policies, practices or procedures, except as required by GAAP or Tax law, as applicable; (h) written up, written down or written off the book value of any assets that are, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, other than as may be required by GAAP or applicable Legal Requirement; (i) amended or terminated modified its governing documents; (j) settled, paid or discharged, any litigation, investigation, arbitration, proceeding or other claim liability or obligation except in the Ordinary Course of Business not in excess of $50,000 individually or $100,000 in the aggregate, excluding any amounts which may be paid under existing insurance policies; (k) failed to maintain in full force and effect material leaseinsurance policies covering the Company and its Subsidiaries and their respective properties, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or assets and businesses in a form and amount consistent with the Ordinary Course of Business; (l) entered into any new line of business or discontinued any line of business; (m) acquired (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization, or any division thereof; (n) suffered any material transaction applicable damage, destruction or loss (whether or not covered by insurance) materially adversely affecting its properties or business; (o) effected any increases or promised any increases in the compensation (including any bonus or benefits) payable or to become payable to any Acquired director or officer of the Company or any Business Employee, other than in the Ordinary Course of Business; (cp) declared(i) transferred any existing employee of Seller or any Affiliate of Seller from any other operations of Seller or any Affiliate of Seller to the business of the Company or (ii) transferred any existing employee from the business of the Company to any other operations of Seller or any Affiliate of Seller; (q) entered into any material closing agreement with respect to Taxes, set aside settled or paid compromised material Tax liability or consented to any extension or waiver of any statute of limitations relating to material Taxes; (r) delayed or postponed the payment of accounts payable and other liabilities of the Company outside of the Ordinary Course of Business Business; (s) cancelled, compromised, waived or released any dividends material right or made any other distributions (whether in cash or in kind) with respect to any shares claim (or other interestsseries of related rights or claims) of the Capital Stock Company, except in the Ordinary Course of any Acquired CompanyBusiness; (dt) made any capital expenditures materially amended, terminated, transferred, in whole or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salaryin part, wages its rights and interests in or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired CompanyReal Property Lease; or (hu) committed agreed, in writing or otherwise, to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateSince June 30, since October 31, 20002018, there has not been occurred any Material Adverse Changeevent, occurrence, fact, circumstance or change that has had, or any event or development which, individually or together with other such events, could reasonably reasonable would be expected to result in have, a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on Schedule 3.08 or as contemplated by this Agreement, since June 30, 2018, each Entity has operated its business in the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely ordinary course of business consistent with respect to the Acquired Companies) nor any of the Acquired Companies haspast practice in all material respects and each Entity has not: (a) subjected sold, leased, assigned or transferred any material portion of its assets or property, or suffered the properties or assets imposition of any Acquired Company to mortgage, pledge or other Lien upon any Lien material portion of its assets or Encumbrance (other than Permitted Encumbrances)property outside the ordinary course of business; (b) entered intoeffected any recapitalization, amended reclassification, stock dividend, stock split, adjustment, combination, subdivision or terminated any material lease, contract, agreement or commitment applicable to any Acquired Companylike change in its capitalization, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside any other distribution of the Ordinary Course of Business any dividends kind (whether in cash, stock or property) to any stockholder, or made any direct or indirect redemption, retirement, purchase or other distributions (whether in cash or in kind) with respect to acquisition of any shares (of capital stock or other equity interests; (c) merged or consolidated with or made any equity investment in, or any loan or advance to, or any acquisition of the Capital Stock securities or assets of, any other Person (other than to another Entity or advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees, independent contractors and third-party transportation providers of any Acquired CompanyEntity thereof in the ordinary course of business); (d) made any capital expenditures or commitments for capital expenditures on behalf in excess of $50,000 in the aggregate other than as set forth in Schedule 3.08(d); (e) granted any license or sublicense of, assigned or transferred any material rights under or with respect to any Intellectual Property other than in the ordinary course of business; (f) suffered any event of damage, destruction, casualty loss or claim exceeding $50,000, individually or in the aggregate, in excess of amounts covered by applicable insurance; (g) failed to maintain their respective material assets in substantially their current physical condition in accordance with past practice, normal wear and tear excepted, and in accordance with past practices of any Acquired Company except Entity; (h) made any changes to policies with respect to repairs, maintenance and purchasing and installation of tires, fuel and other replaceable operating supplies, or with respect to policies for amounts less than $50,000the timing of any such repairs, maintenance and purchasing and installation; (i) increased except as set forth on Schedule 3.08(i), granted any increase in the salaryamount of cash compensation, wages benefits, retention or severance pay to any of its directors, officers or other compensation of senior executives or adopted, amended or terminated any Plan or Benefit Program or Agreement; (j) made any payment or commitment to pay any pension, retirement allowance or other employee benefit, any amount relating to unused vacation days, retention, severance or termination pay to any director, officer or employee other than in the ordinary course of any Acquired Company whose annual salary is, business consistent with past practice and which payments or after giving effect commitments to such change would be, pay do not exceed $150,000 or more; (ii) established or modified with respect to any Acquired Company any of 50,000 in the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawaggregate; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gk) made any material change in the accounting accounting, auditing or tax reporting methods, policies or practices; (l) made or revoked any election with respect to Taxes of any Acquired CompanyEntity or changed its tax year; (m) accelerated or changed any of its practices, policies, procedures or timing of the billing of customers or the collection of their Accounts Receivable, pricing and payment terms, cash collections, cash payments or terms with vendors other than in the ordinary course of business in accordance with reasonable commercial practices; (n) delayed or postponed the payment of accounts payable or accrued expenses or the deferment of expenses other than in the ordinary course of business in accordance with reasonable commercial practices; or (ho) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," Developments Schedule, since October December 31, 20001996, neither Seller (solely with respect to there has been no material adverse change in the Sprintank Acquired Companies) nor any Assets, the Sprintank Assumed Liabilities, or the financial condition, operating results, assets, customer or supplier relations, employee relations or business prospects of the Acquired Companies hasSprintank Business. Without limiting the generality of the preceding sentence, except as expressly contemplated by this Agreement or as set forth on the attached Developments Schedule, since December 31, 1996, the Seller has not: (a) subjected engaged in any material portion activity which has resulted in any delay in the payment in its accounts payable, or any delay in its capital expenditures, in each case as compared with its custom and practice in the conduct of the properties or assets of any Acquired Company Sprintank Business immediately prior to any Lien or Encumbrance (other than Permitted Encumbrances)December 31, 1996; (b) entered into, amended mortgaged or terminated pledged any material lease, contract, agreement Sprintank Acquired Asset or commitment applicable subjected any Sprintank Acquired Asset to any Lien except Liens arising in connection with the purchase of Sprintank Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than Assets in the Ordinary Course ordinary course of the Sprintank Business; (c) declaredsold, set aside assigned, conveyed, transferred, canceled or paid outside waived any property, tangible asset, Proprietary Right of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (Seller or other interests) intangible asset or right which, if it were held by the Seller on the Closing Date, would constitute a Sprintank Acquired Asset, other than in the ordinary course of the Capital Stock of any Acquired CompanySprintank Business consistent with the Seller's past practice; (d) made disclosed any capital expenditures or commitments for capital expenditures on behalf of Confidential Information to any Acquired Company except for amounts less Person other than $50,000(i) the Purchaser, (ii) the Purchaser's representatives, agents, attorneys, accountants and present and proposed financing sources and (iii) the Seller's representatives, agents, attorneys and accountants; (ie) increased waived any right other than in the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any ordinary course of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to Sprintank Business consistent with the extent required by applicable lawSeller's past practice; (f) (i) incurredmade commitments for capital expenditures which, either directly or on behalf of an Acquired Companyin the aggregate, any indebtedness in an aggregate principal amount exceeding would exceed $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case 25,000 other than any indebtedness in the ordinary course of any Acquired Company owing to another Acquired Company)the Sprintank Business consistent with the Seller's past practice; (g) made any material change loan or advance to, or guarantee for the benefit of, or any Investment (other than Investments which constitute Sprintank Excluded Assets or guaranties that are included in the accounting policies Sprintank Excluded Liabilities) in, any other Person; (h) granted any bonus or any increase in wages, salary or other compensation to any employee (other than increases in wages or salaries or employee loans granted in the ordinary course of the Sprintank Business consistent with the Seller's past practice granted to any employee who is not affiliated with the Seller other than by reason of such Person's employment by the Seller); (i) suffered damages, destruction or casualty losses which, in the aggregate, exceed $50,000 (whether or not covered by insurance) to any Sprintank Acquired CompanyAsset or any other property or asset which, if it existed and was held by the Seller on the Closing Date, would constitute a Sprintank Acquired Asset; (j) to the Seller's Knowledge, received any indication from any material supplier of the Seller to the effect that such supplier will stop, or materially decrease the rate of, supplying materials, products or services to the Seller (or to the Purchaser, if the Sale is consummated), or, to the Seller's Knowledge, received any indication from any material customer of the Seller to the effect that such customer will stop, or materially decrease the rate of, leasing equipment from the Seller (or from the Purchaser, if the Sale is consummated); (k) entered into any transaction other than in the ordinary course of the Sprintank Business consistent with the Seller's past practice, or entered into any other material transaction, whether or not in the ordinary course of the Sprintank Business which reasonably would be expected to adversely affect the Sprintank Business, the Sprintank Acquired Assets or the Sprintank Assumed Liabilities; or (hl) committed agreed to do any act described in any of the foregoingclauses 6.8(a) through (k) above.

Absence of Certain Developments. Except for as set forth on the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateLBI DEVELOPMENTS SCHEDULE, since October 31June 30, 20002003, there has not been any Material Adverse ChangeEffect with respect to LBI and its Subsidiaries, or any event or development which, individually or together with other such events, could reasonably be expected to result in taken as a Material Adverse Changewhole. Without limiting the foregoing, except Except as set forth on the attached "LBI DEVELOPMENTS SCHEDULE," SCHEDULE and except as expressly contemplated by this Agreement, since October 31June 30, 20002003, neither Seller (solely with respect to the Acquired Companies) LBI nor any Subsidiary of the Acquired Companies has: LBI has (a) borrowed any amount or incurred or become subject to any material liabilities (except 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 material Lien (except Permitted Liens) any material portion of the properties its assets, (c) sold, assigned or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered into, amended or terminated transferred any material leaseportion of its tangible assets, contract(d) sold, agreement assigned or commitment applicable transferred any material Intellectual Property or other intangible assets, (e) suffered any extraordinary loss(es) in an amount exceeding $100,000 individually or in the aggregate or waived any right(s) of material value, (f) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to any Acquired Companyacquire its capital stock or other equity securities, or taken any other action bonds or debt securities, (g) made any material capital expenditures in excess of $100,000 or commitments therefor, (h) made any material change in its accounting methods, practices or policies, (i) revalued any of its assets, including, without limitation, by writing down the value of contracts or by writing off accounts receivable, except in the ordinary course of business, (j) entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; transaction, (ck) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (its capital stock or, directly or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures indirectly, redeemed, purchased or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company acquired any of the its capital stock, (xl) targetsamended or terminated any material contract, goals(m) loaned to or invested in any other entity (other than a wholly-owned Subsidiary of LBI) an amount in excess of $100,000, pools (n) waived or similar provisions in respect of released any fiscal year under any Benefit Plan, employment contract material right or other employee compensation arrangement claim or (yo) salary ranges, increase guidelines or similar provisions in respect of entered into any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired Company; or (h) committed agreement to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002016, there has not been occurred any Material Adverse Changeevent, occurrence, fact, circumstance or change that has had, or any event or development which, individually or together with other such events, could reasonably would be expected to result in have, a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 2.07 or as contemplated by this Agreement, since October December 31, 20002016, the Company and each of its Subsidiaries have operated its business in the ordinary course of business consistent with past practice in all material respects, and the neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies hasits Subsidiaries have: (a) subjected sold, leased, assigned, or transferred any material portion of its assets or property, or suffered the properties or assets imposition of any Acquired Company to mortgage, pledge, or other Lien (except Permitted Liens) upon any Lien material portion of its assets or Encumbrance (other than Permitted Encumbrances)property outside the ordinary course of business; (b) entered intoeffected any recapitalization, amended reclassification, stock dividend, stock split, adjustment, combination, subdivision or terminated like change in its capitalization, or declared, set aside, or paid any material leaseother distribution of any kind (whether in cash, contract, agreement stock or commitment applicable property) to any Acquired shareholder, except for cash distributions to Seller and distributions and/or transfers of assets to Seller or its Affiliates related to the spinoff of the Company’s Spectrum Logistics d/b/a Shore Side Logistics division as described on Schedule 2.07, or taken made any direct or indirect redemption, retirement, purchase or other action acquisition of any shares of capital stock or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Businessequity interests; (c) declared, set aside merged or paid outside of the Ordinary Course of Business any dividends consolidated with or made any equity investment in, or any loan or advance to, or any acquisition of the securities or assets of, any other distributions Person (whether other than a Subsidiary of the Company or advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees, independent contractors, and third-party transportation providers of the Company or any Subsidiary thereof in cash or in kind) the ordinary course of business, including but not limited to advances made to owner-operators with respect to any shares (or other interests) of the Capital Stock of any Acquired Companyvehicle repairs); (d) made any capital expenditures or commitments for capital expenditures in excess of $1,000,000 in the aggregate other than as contemplated by the Company’s list of year to date and planned capital expenditures set forth in Schedule 2.07(d); (e) granted any license or sublicense of, assigned or transferred any material rights under or with respect to any Intellectual Property other than in the ordinary course of business; (f) to Seller’s Knowledge, suffered any event of damage, destruction, casualty loss or claim exceeding $500,000 for any individual claim, in excess of amounts covered by applicable insurance other than amounts for which a reserve has been included on behalf the Latest Balance Sheet; (g) failed to maintain its material assets in substantially their current physical condition in accordance with past practice, reasonable wear and tear excepted, and in accordance with the Company’s policies and procedures; (h) granted any increase in the amount of cash compensation, benefits, retention, or severance pay to any Acquired Company except for amounts less of its directors, officers, or other senior executives or adopted, amended, or terminated any Plan or Benefit Program, other than $50,000annual increases in the ordinary course of business consistent with past practice; (i) increased the salarymade any payment or commitment to pay any pension, wages or other compensation of any officer or employee of any Acquired Company whose annual salary isretirement allowance, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement benefit, any amount relating to unused vacation days, retention, severance, or (y) salary rangestermination pay to any director, increase guidelines officer, or similar provisions employee other than in respect the ordinary course of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawbusiness consistent with past practice; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gj) made any material change in accounting, auditing, or tax reporting methods, policies, or practices; (k) made or revoked any election with respect to Taxes or changed its tax year; (l) accelerated or changed any of its practices, policies, procedures, or timing of the accounting policies billing of any Acquired Companycustomers or the collection of their accounts receivable, pricing and payment terms, cash collections, cash payments, or terms with vendors other than in the ordinary course of business in accordance with reasonable commercial practices; (m) delayed or postponed the payment of accounts payable or accrued expenses or the deferment of expenses other than in the ordinary course of business in accordance with reasonable commercial practices; or (hn) committed to do any of the foregoing.

Absence of Certain Developments. Except for Since December 31, 2003, except as disclosed in the execution and delivery of the Transaction Documents and Latest Financial Statements or contemplated by this Agreement or the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000contemplated hereby, there has not been any Material Adverse Changeno change in the Companies and its Subsidiaries, taken as a whole, which change has had or any event or development which, individually or together with other such events, could would reasonably be expected to result in have a Material Adverse Change. Without limiting the foregoingEffect, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any and none of the Acquired Companies or the Subsidiaries has: (a) subjected borrowed any material portion of the properties amount or assets of any Acquired Company incurred or become subject to any Lien contractual liability in excess of $500,000 individually, or Encumbrance $1,000,000 in the aggregate, except (other than Permitted Encumbrances)i) current liabilities incurred in the ordinary course of business, (ii) liabilities under contracts entered into in the ordinary course of business and (iii) short-term borrowings under existing credit facilities that will be repaid in full on or prior to the Closing; (b) entered intohypothecated, amended mortgaged, pledged or terminated any material lease, contract, agreement or commitment applicable subjected to any Acquired CompanyLien, any of its assets with a fair market value in excess of $500,000 individually, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than $1,000,000 in the Ordinary Course aggregate, except (i) Liens for current property taxes not yet due and payable, (ii) Liens incurred in the ordinary course of Businessbusiness for obligations not yet due to carriers, warehousemen, laborers, materialmen and similar Liens, (iii) Liens in respect of pledges or deposits under workers’ compensation Laws, (iv) statutory landlords’ Liens under leases to which the Companies or any Subsidiary is a party, (v) zoning restrictions, easements, rights of way, licenses and restrictions on the use of Real Property or minor irregularities in title thereto, which do not materially impair the use of such property in the normal operation of the business of the Acquired Companies or the value of such property for the purpose of such business, (vi) Liens that do not materially impair the use, operation, value or marketability of the asset or property to which it relates, (vii) statutory or common law Liens (such as rights of set-off) on deposit accounts of the Companies or any Subsidiary, or (viii) Liens arising out of or created by this Agreement or the transactions contemplated hereby; or (ix) Liens set forth under the caption referencing this Section 3.8 in the Disclosure Schedule (collectively, the “Permitted Liens“); (c) declaredsold, set aside assigned or paid outside transferred (including, without limitation, transfers to any employees, affiliates or stockholders) any tangible assets of its business except sales of inventory in the ordinary course of business, or canceled any debts or claims except in the ordinary course of business, in each case with a value in excess of $500,000 individually, or $1,000,000 in the aggregate, other than any sales, assignments or transfers to or between wholly owned subsidiaries of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired CompanyCompanies; (d) made sold, assigned, transferred or granted (including, without limitation, transfers to any capital expenditures employees, affiliates or commitments stockholders) any material licenses, patents, trademarks, trade names, domain names, copyrights, trade secrets or other intangible assets, other than licenses on a non-exclusive basis in conjunction with the sale of product in the ordinary course of business; (e) except in the ordinary course of business or required by applicable Law disclosed, to any Person other than Buyer and authorized representatives of Buyer, any material proprietary confidential information, other than pursuant to a confidentiality agreement limiting the use or further disclosure of such information, which agreement is identified in the Disclosure Schedule under the caption referencing this Section 3.8 and is in full force and effect on the date hereof; (f) 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) issued, sold or transferred any of its equity securities, securities convertible into or exchangeable for capital expenditures on behalf its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or debt securities; (h) to the knowledge of Parent or Seller, entered into any Acquired Company except for amounts less transaction with any “insider” (as defined in Section 3.19 hereof) other than $50,000employment arrangements otherwise disclosed in this Agreement and the Disclosure Schedule, or the transactions contemplated by this Agreement; (i) increased suffered any material theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance; (j) entered into or modified any material employment, severance or similar agreements or arrangements with, or granted any bonuses, salary or benefits increases, severance or termination pay to, any employee other than in the salaryordinary course of business and consistent with past practice, wages or other compensation of to any officer or employee of consultant; (k) adopted or amended any Acquired Company whose annual salary isbonus, or after giving effect to such change would beprofit sharing, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targetscompensation, goalsstock option, pools or similar provisions in respect of any fiscal year under any Benefit Planpension, retirement, deferred compensation, employment contract or other employee compensation benefit plan, trust, fund or group arrangement for the benefit or (y) salary ranges, increase guidelines or similar provisions in respect welfare of any Benefit Planemployees, employment contract officer, director or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawaffiliate; (fl) made any capital expenditure or commitment therefor in excess of the aggregate capital expenditures set forth in the Company’s 2004 capital expenditure plan for the period in question in the form attached to Section 3.8 of the Disclosure Schedule; (im) incurredexcept in the ordinary course of business, either directly made any loans or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect advances to, or waived any right of any Acquired Company underguarantees for the benefit of, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)Persons; (gn) made acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, limited liability company, joint venture or other business organization or division or material change in the accounting policies of any Acquired Companyassets thereof; or (ho) committed to do except as required by U.S. GAAP, made any change in accounting principles or practices from those utilized in the preparation of the foregoingLatest Financial Statements.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateSince September 30, since October 31, 20002016, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," Developments Schedule and except as expressly contemplated by this Agreement or any Ancillary Agreement, since October 31September 30, 20002016, neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies Subsidiary has: (a) made any material change in connection with its accounts payable or accounts receivable terms, systems, policies or procedures; (b) mortgaged, pledged or subjected to any Lien any of its material assets, except Permitted Liens; (c) acquired assets outside of the ordinary course of business, including acquired any business, whether by merger, consolidation, the purchase of all or a substantial portion of the assets or equity interests of such business or otherwise; (d) experienced any damage, destruction or loss (whether or not covered by insurance) to any of its assets in excess of One Hundred Thousand Dollars ($100,000); (e) sold, assigned or transferred any material portion of the properties its tangible assets; (f) sold, assigned or assets transferred any patents, registered trademarks, material trade names, registered copyrights, material trade secrets or other material intangible assets; (g) 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 Acquired Company to bonds or debt securities; (h) made any Lien material capital investment in, or Encumbrance any material loan to, any other Person (other than Permitted Encumbrancesa Subsidiary); (bi) made any material capital expenditures or commitments therefor, except pursuant to the Company’s or any Subsidiary’s existing capital expenditure budget, which has been provided to Buyer; (j) made any material changes in its employee benefit plans or made any material changes in wages, salary, or other compensation with respect to its officers, directors or employees, in each case other than changes made in the ordinary course of business consistent with past practice, pursuant to existing agreements or arrangements or as required by Law; (k) paid, loaned or advanced (other than the payment of salary and benefits in the ordinary course of business or the payment, advance or reimbursement of expenses in the ordinary course of business) any amounts to, or sold, transferred or leased any of its assets to, or entered into any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its trustees, directors or officers; (l) made any material change in its GAAP accounting method or Tax accounting methods; (m) cancelled, compromised, waived or released any right or claim (or series of related rights and claims) either involving more than One Hundred Thousand Dollars ($100,000) or outside the ordinary course of business; (n) entered into, amended or terminated (prior to its expiration) any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company Material Contract (other than an extension or renewal of any lease in the Ordinary Course ordinary course of Business; (c) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Companybusiness); (go) made commenced or settled any material change litigation, or otherwise became a party to any litigation, involving an amount in the accounting policies excess of One Hundred Thousand Dollars ($100,000) for any Acquired Companyone case; or (hp) committed entered into any agreement, whether oral or written, to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002021, there has not been occurred any Material Adverse Changeevent, occurrence, fact, circumstance or change that has had, or any event or development which, individually or together with other such events, could reasonably would be expected to result in have, a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on Schedule 3.07 or as contemplated by this Agreement, since the attached "DEVELOPMENTS SCHEDULE," since October 31Most Recent Balance Sheet Date, 2000the Companies have operated their businesses in the ordinary course of business consistent with past practice in all material respects, neither Seller (solely with respect to the Acquired Companies) nor any and none of the Acquired Companies has: (a) subjected sold, leased, assigned or transferred any material portion of its assets or property, or suffered the properties or assets imposition of any Acquired Company to mortgage, pledge or other Lien upon any Lien material portion of its assets or Encumbrance (other than Permitted Encumbrances)property outside the ordinary course of business; (b) entered intoeffected any recapitalization, amended reclassification, stock dividend, stock split, adjustment, combination, subdivision or terminated any material lease, contract, agreement or commitment applicable to any Acquired Companylike change in its capitalization, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside any other distribution (whether in cash, stock or property) other than in the form of the Ordinary Course of Business Cash and Equivalents to any dividends equity holder, or made any direct or indirect redemption, retirement, purchase or other distributions (whether in cash or in kind) with respect to acquisition of any shares (of capital stock or other interestsequity interests in any Company; (c) merged or consolidated with or made any equity investment in, or any loan or advance to, or any acquisition of the Capital Stock securities or assets of, any other Person (other than advancement of reimbursable ordinary and necessary business expenses made to directors, managers, officers, employees, independent contractors and third-party transportation providers of any Acquired Companyof the Companies in the ordinary course of business); (d) made any capital expenditures or commitments for capital expenditures on behalf in excess of $500,000 in the aggregate other than as contemplated by the Companies’ 2022 calendar year tractor purchases from Freightliner; (e) granted any Acquired Company except for amounts less license or sublicense of, assigned or transferred any material rights under or with respect to any Intellectual Property other than in the ordinary course of business; (f) to Sellers’ Knowledge, suffered any event of damage, destruction, casualty loss or claim exceeding $50,000, in excess of amounts covered by applicable insurance other than amounts for which a reserve was included on the Most Recent Balance Sheet; (g) failed to maintain their respective material assets in substantially their current physical condition in accordance with past practice, normal wear and tear excepted, and in accordance with the manufacturer’s specifications and warranties; (h) made any changes to policies or timing of repairs, maintenance, and purchasing and installation of tires, fuel, and other replaceable operating supplies; (i) increased granted any increase in the salaryamount of cash compensation (other than customary annual wage increases and merit increases relating to job performance or expanded duties), wages benefits, retention or severance pay to any of its directors, managers, officers or other compensation of senior executives or adopted, amended or terminated any Plan or Benefit Program; (j) made any payment or commitment to pay any pension, retirement allowance or other employee benefit, any amount relating to unused vacation days, retention, severance or termination pay to any director, manager, officer or employee other than in the ordinary course of any Acquired Company whose annual salary is, business or after giving effect to such change would be, $150,000 or more; (iias is otherwise contemplated by Section 6.06(b) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawthis Agreement; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gk) made any material change in accounting, auditing or tax reporting methods, policies or practices; (l) made or revoked any election with respect to Taxes of such Company or changed its tax year; (m) accelerated or changed any of its practices, policies, procedures or timing of the accounting policies billing of customers or the collection of their accounts receivable, pricing and payment terms, cash collections, cash payments or terms with vendors other than in the ordinary course of business in accordance with reasonable commercial practices; (n) delayed or postponed the payment of accounts payable or accrued expenses or the deferment of expenses other than in the ordinary course of business in accordance with reasonable commercial practices; (o) made any loan to (or forgiveness of any Acquired Companyloan to), or entered into any other transaction with, any employees of the Sellers or their immediate family members (other than those with ▇▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇▇ that, for the avoidance of doubt, are Excluded Assets or Excluded Liabilities, as the case may be); (p) received notice of any default or breach by a Seller in any material respect under any contract or Permit; or (hq) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery as set forth on Section 5G(a) of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateCompany Disclosure Letter, since October 31the date of the Latest Balance Sheet, 2000(x) the Company and its Subsidiaries have conducted their business in the ordinary course, consistent with past practice to the extent relevant, and (y) there has not been any Material Adverse Changeevent, or any event change, condition, state of facts or development whichthat, individually or together with other such eventsin the aggregate, could has had or would reasonably be expected to result in have a Company Material Adverse ChangeEffect. Without In addition, and without limiting the foregoing, except as set forth on Section 5G(b) of the attached "DEVELOPMENTS SCHEDULE," Company Disclosure Letter or as expressly permitted or expressly required by the terms of this Agreement, since October 31, 2000the date of the Latest Balance Sheet, neither Seller the Company nor any of its Subsidiaries has: (solely i) issued or sold any of its equity interests or other equity securities, securities convertible into its equity interests or other equity securities, or warrants, options or other rights to purchase its equity interests or other equity securities; (ii) sold, assigned or transferred any material portion of its tangible properties or assets, except in the ordinary course of business, consistent with past practice to the extent relevant; (iii) sold, assigned, leased, licensed, conveyed or otherwise transferred any rights under any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, in each case owned by the Company or any of its Subsidiaries, other than in the ordinary course of business, consistent with past practice to the extent relevant; (iv) made or granted any material bonus (including, without limitation, any transaction bonus or retention bonus), compensation or salary increase to any former or current employee or group of former or current employees (except for increases in base compensation not exceeding 5% in the aggregate in the ordinary course of business, consistent with past practice to the extent relevant), or made, granted any increase in or established any employee benefit, severance, insurance, deferred compensation, pension, retirement or profit sharing plan or materially amended or terminated any existing Employee Benefit Plan (other than in the ordinary course of business, consistent with past practice to the extent relevant and except as may be required by, or in order to facilitate compliance with, applicable law), or adopted any new Employee Benefit Plan; (v) paid (or committed to pay) any management fee or made (or committed to make) any loan or distribution of property or assets of the Company or any of its Subsidiaries to any member, or declared, paid or set aside for payment any dividend or distribution with respect to the Acquired Companies) nor any equity interests of the Acquired Companies has: (a) subjected any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken purchased or redeemed (or committed to purchase or redeem) any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside equity interests of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (dvi) made written down or cancelled any capital expenditures material receivables or commitments for capital expenditures on behalf of debt, or waived or released any Acquired Company material right or claim, except for amounts less than $50,000cancellations, waivers and releases in the ordinary course of business, consistent with past practice to the extent relevant; (ivii) increased the salary, wages or other compensation of suffered any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date material judgment with respect to, or waived made any right material settlement of, any Legal Proceeding; (viii) effected any material change in accounting practices and procedures, other than changes as a result of changes in GAAP; or (ix) made or authorized any capital expenditures in excess of $50,000 individually or $250,000 in the aggregate; (x) entered into or materially amended any employment, severance or similar agreement with any equityholder, director, officer or employee, or changed the job title, position or job responsibilities of any Acquired senior management employees of the Company underor its Subsidiaries; (xi) acquired or disposed of any hospitals, facilities or businesses, other than the opening or establishment of new hospitals, facilities or businesses; (xii) made any loans or advances to, or guarantees for the benefit of, any indebtedness Persons (except to employees in the ordinary course of or owing business, consistent with past practice to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Companythe extent relevant); (gxiii) made suffered any material change destruction, loss or other casualty with respect to any material assets which are used in the accounting policies operation of any Acquired Companyconduct of its business; or (hxiv) committed agreed to do any of the foregoing.

Absence of Certain Developments. Except for as described in or contemplated by this Agreement, or the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before SEC Documents, since March 31, 2003, through the Closing Date, since October 31, 2000, there the Company has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any of the Acquired Companies has: (a) subjected issued any material portion stock, options, bonds or other corporate securities except (i) pursuant to the exercise of employee stock options under the properties Company’s stock option plans, (ii) for the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plan, (iii) pursuant to the conversion or assets exercise of any Acquired Company outstanding Common Stock Equivalents (as defined below), (iv) for the Recent Director Option Grants and (v) pursuant to any Lien or Encumbrance (other than Permitted Encumbrances); the Company’s Dividend Reinvestment Plan; (b) entered intoexcept for any borrowings under the Company’s existing revolving credit agreements, amended borrowed any amount or terminated incurred or become subject to any material leaseliabilities (absolute, contractaccrued or contingent), agreement other than current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business and liabilities not required to be reflected on the Company’s Balance Sheet pursuant to GAAP or commitment applicable required to disclosed in filings made with the SEC; (c) except for any borrowings, consistent with past practice, under the Company’s existing revolving credit agreements, discharged or satisfied any material lien or adverse claim or paid any material obligation or liability (absolute, accrued or contingent), other than current liabilities shown in the Company’s Financial Statements and current liabilities incurred in the ordinary course of business; (d) except for the quarterly cash dividends paid in April 2003 on the Company’s Common Stock and Preferred Stock, declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company; (e) mortgaged, pledged or subjected to any Acquired Companylien or adverse claim any of its material properties or assets, except for liens for taxes not yet due and payable or taken otherwise in the ordinary course of business; (f) sold, assigned or transferred any other action of its material assets, tangible or entered into intangible, except in the ordinary course of business; (g) suffered any other extraordinary losses or waived any rights of material transaction applicable to any Acquired Company value other than in the Ordinary Course ordinary course of Business; business; (c) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (dh) made any material capital expenditures or commitments for capital expenditures on behalf therefor other than in the ordinary course of any Acquired Company except for amounts less than $50,000; business; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired Company; or (h) committed to do any of the foregoing.entered

Absence of Certain Developments. Except for Since the execution and delivery date of the Transaction Documents and Latest Balance Sheet through the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000date hereof, there has not been any Material Adverse ChangeEffect, or any event or development which, individually or together with other such events, could reasonably be expected to result and the Acquired Companies have conducted business in a Material Adverse Changeall material respects in the ordinary course of business. Without limiting the generality of the foregoing, except as set forth on Schedule 4.06 and except as expressly contemplated by this Agreement, since the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any date of the Latest Balance Sheet through the date hereof, no Acquired Companies Company has: (a) subjected any material portion amended or modified its certificate of the properties incorporation or assets of any Acquired Company to any Lien bylaws (or Encumbrance (other than Permitted Encumbrancesequivalent governing documents); (b) entered into, amended made or terminated declared any material lease, contract, agreement dividend or commitment applicable distribution to any Acquired Companyits equityholders, or taken redeemed or purchased any other action of its equity, or entered into changed any other material transaction applicable to rights, preferences or privileges of any Acquired Company outstanding equity interests, other than in dividends paid by any Subsidiary of the Ordinary Course Company to the Company or any wholly-owned Subsidiary of Businessthe Company; (c) declaredissued, set aside sold, created or paid outside authorized any equity interests of the Ordinary Course of Business any dividends class or made series or any other distributions (whether in cash securities, or in kind) with respect to issued, granted or created any shares (warrants, obligations, subscriptions, options, convertible securities or other commitments to issue equity interests) of , except for transactions between or among the Capital Stock of any Acquired CompanyCompany and its wholly-owned Subsidiaries; (d) subjected any of its properties or assets to any material Lien, except for Permitted Liens; (e) sold, assigned, licensed or transferred any of its material tangible assets or properties, except in the ordinary course of business; (f) sold, assigned, licensed or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, except in the ordinary course of business; (g) acquired by merger or consolidation with, or merged or consolidated with, or purchased substantially all of the assets or equity of, any Person or division thereof, in each case for consideration in excess of $1,000,000; (h) made or entered into any commitment to make any capital expenditures or commitments for capital expenditures on behalf expenditure in excess of any Acquired Company except for amounts less than $50,000250,000; (i) increased the salary, wages made or other granted any bonus or any compensation of or salary increase to any officer current (or former) employee of any Acquired Company whose annual base salary isis (or was at the time of his or her termination) in excess of $150,000 (except in the ordinary course of business), or after giving effect to such change would bemade or granted any material increase in any employee benefit plan or arrangement, $150,000 or more; (ii) established materially amended or modified with respect to terminated any Acquired Company any of the (x) targets, goals, pools existing employee benefit plan or similar provisions in respect of any fiscal year under any Benefit Plan, arrangement or severance agreement or employment contract or other adopted any new employee compensation benefit plan or arrangement or (y) salary ranges, increase guidelines severance agreement or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to in the extent required by applicable law; (f) (i) incurred, either directly or on behalf ordinary course of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Companybusiness); (gj) hired, engaged or terminated any employee or consultant of an Acquired Company with annual compensation in excess of $150,000, or conducted any layoffs or reductions in force of any group of more than twenty-five (25) employees; (k) incurred any Indebtedness, except borrowings under existing credit facilities; (l) made any loans or advances to, or guarantees for the benefit of, any Persons (except to employees for business expenses in the ordinary course of business); (m) entered into any contract that would be required to be listed as a Material Contract or terminated, amended or otherwise modified or waived any of the material terms of any Material Contract, in each case, outside the ordinary course of business; (n) initiated, settled or agreed to settle any claim, action or proceeding, at Law or in equity, or before or by any Governmental Body, in each case, in excess of $50,000 in the aggregate for all such settlements or that imposed any material ongoing obligation or restriction on the Company or any of its Subsidiaries; (o) entered into any transaction with an Affiliate, other than in the ordinary course of business; (p) made any change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or applicable Law or as disclosed in the accounting policies of any Acquired Companynotes to the Financial Statements; or (hq) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on in Section 5F of the attached "DEVELOPMENTS SCHEDULE," since October 31Company Disclosure Letter or as otherwise contemplated by this Agreement, 2000, neither Seller (solely with respect from the date of the Balance Sheet to the Acquired Companies) date hereof, the Company has conducted its business in the ordinary course of business consistent with past practice and neither the Company nor any of the Acquired Companies its Subsidiaries has: (ai) had any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Company Material Adverse Effect; (ii) issued, granted or sold any of its capital stock or equity securities, securities convertible into its capital stock or equity securities or warrants, options or other rights to purchase its capital stock or equity securities, nor has there been any change in the Company Capital Stock; (iii) subjected any material portion of the its properties or assets of any Acquired Company to any Lien or Encumbrance (other than material Lien, except for Permitted Encumbrances); (biv) entered intosold, assigned or transferred any material portion of its tangible assets in an amount, in the aggregate, exceeding $150,000, except for inventory and worn and obsolete assets in the ordinary course of business; (v) sold, assigned or transferred any material Company Intellectual Property, except in the ordinary course of business consistent with past practice; (vi) incurred, authorized or committed to make any capital expenditure (or series of related capital expenditures) that exceeds $150,000 in the aggregate; (vii) made or granted any material bonus or any material compensation or salary increase to any former or current employee, or group of former or current employees, or made or granted any material increase in any employee benefit plan or arrangement, or amended (except as required by law) or terminated any material lease, contract, existing employee benefit plan or arrangement or severance agreement or commitment applicable to employment contract or adopted any Acquired Company, new employee benefit plan or taken any other action arrangement or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Businessseverance agreement or employment contract; (cviii) declaredchanged an annual accounting period, set aside adopted or paid outside of changed any material accounting method used by it, or adopted any material accounting method, in each case unless required by GAAP, the Ordinary Course of Business any dividends Code or applicable law, or made any other distributions (whether in cash or in kind) with respect material election relating to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary isTaxes, or after giving effect changed any material election relating to such change would beTaxes already made, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent each case unless required by GAAP, the Code or applicable law; (fix) (i) incurred, either directly settled any action or on behalf dispute involving amounts due or alleged to be due to or from the Company or any of an Acquired Company, any indebtedness its Subsidiaries in an aggregate principal amount amount, in the aggregate, exceeding $100,000 or which involves any injunction or the imposition of equitable relief; (net x) altered, through merger, liquidation, reorganization, restructuring, election or in any other manner, the corporate structure, ownership or classification for Tax purposes of the Company or any amounts discharged during such period), Subsidiary; (xi) made any loans or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect advances to, or waived any right of any Acquired Company underguarantees for the benefit of, any indebtedness Persons (except to employees in the ordinary course of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Companybusiness consistent with past practice); (gxii) made any material change in capital investment in, any loan to or any acquisition of the accounting policies securities or assets of, any other Person (or series of any Acquired Companyrelated capital investments, loans, and acquisitions) involving more than $100,000 or outside the ordinary course of business consistent with past practice; or (hxiii) committed suffered any material damage, destruction or other casualty loss with respect to do material property owned by the Company or any of the foregoingits Subsidiaries whether or not covered by insurance.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since December 31, 20002017, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October Developments Schedule or except as expressly contemplated by this Agreement, from December 31, 20002017 to the date hereof, neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies its Subsidiaries has: (a) subjected mortgaged or pledged any of its material assets, except Permitted Liens; (b) sold, assigned, exchanged, transferred, leased, licensed or otherwise disposed of, or agreed to sell, assign, exchange, transfer, lease, license or otherwise dispose of, any of its material assets; (c) issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or other Ownership Interests, or any bonds or debt securities, or authorized or effected any recapitalization, reclassification, equity split or like change in its capitalization; (d) (i) acquired or agreed to acquire in any manner (whether by merger or consolidation, the purchase of an equity interest in or a material portion of the properties or assets of or otherwise) any Acquired Company business or any corporation, partnership, joint venture interest, association or other business organization or division thereof or any other Person, or (ii) acquired any material assets, other than, in the case of this clause (ii), the acquisition of assets in the ordinary course of business consistent with past practice; (e) declared, set aside, or paid any dividend or distribution with respect to any Lien or Encumbrance its Ownership Interests (other than Permitted Encumbrances)cash dividends and distributions from a Subsidiary to the Company or another Subsidiary) or repurchased, redeemed or acquired any of its Ownership Interests; (bf) made any capital expenditures in excess of $250,000 in the aggregate or commitments therefor, except for such capital expenditures or commitments that are reflected in the current budget, a true and correct copy of the portion of which deals with capital expenditures or commitments is attached hereto on subsection (f) of the Developments Schedule; (g) made any loan to, or entered into any other transaction with, any of its directors, officers or their respective Affiliates or other Related Persons (other than Seller), other than employee compensation (for the avoidance of doubt, not including any loan) and routine travel and business expense advances to current employees of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice; (h) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000Affiliate Agreement; (i) increased entered into any employment contract with payments exceeding $200,000 per year, or materially modified the salary, wages or other compensation terms of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment existing contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawagreement with payments exceeding $200,000; (f) (i) incurred, either directly recognized any labor organization for purposes of collective bargaining or on behalf of an Acquired Company, entered into any indebtedness in an aggregate principal amount exceeding $100,000 (net of collective bargaining agreement or other agreement with any amounts discharged during such period)labor organization, or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged implemented any reduction in advance of a scheduled payment date with respect to, or waived any right force of any Acquired group of employees of the Company under, or any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)its Subsidiaries; (gk) except as required by Law or the terms of any Plan (i) agreed to pay or granted any pension, retirement allowance, severance or termination pay to any employee or other Service Provider (for the avoidance of doubt, with respect to any Service Provider, the last remaining payment owed under the terms of a consulting agreement with such Service Provider entered into in the ordinary course of business consistent with past practices that is due after the end of the term of such Service Provider’s service relationship that is for services already performed by such Service Provider during the last service period under such consulting agreement shall not be deemed to be severance or termination pay for purposes of this representation), (ii) made any material change to the key management structure of the Company or any of its Subsidiaries, including the hiring of additional officers or the termination of existing officers, (iii) other than in the accounting policies ordinary course of business consistent with past practice, granted or announced any incentive awards (other than equity-based awards) or benefits payable by the Company or any of its Subsidiaries to any of their employees or Service Providers (other than non-material increases in compensation or benefits resulting from routine changes to welfare benefit programs), (iv) adopted, amended or terminated or materially increased the benefits under any Plans, or (v) taken any action to accelerate any payment or benefit or the funding of any Acquired payment or benefit, payable or to be provided to any of its directors, officers, employees or Service Providers; (l) entered into, amended or terminated any collective bargaining agreement or other contract, agreement or arrangement with a union or works council; (m) commenced, discharged, satisfied, or otherwise settled any material Proceeding; (n) except as required by GAAP, materially changed any of its accounting principles or practices or revalued, wrote up, wrote down or wrote off the book value of any material asset; (o) to the extent solely applicable to the Company and its Subsidiaries and not with respect to the Seller Group (i) changed any annual Tax accounting period or method of Tax accounting, (ii) amended any material Tax Return, (iii) entered into any closing agreement with a taxing authority, (iv) settled any material Tax claim, audit or assessment with a taxing authority, (v) made any material Tax election or prepared any material Tax Return in each case in a manner that is materially inconsistent with the past practices of the Company or its Subsidiaries with respect to the treatment of items on prior Tax Returns, (vi) incurred any material liability for Taxes other than in the ordinary course of business consistent with past practice, (vii) filed any past-due Tax Return or filed any Tax Return in each case in a jurisdiction where the Company or its Subsidiaries did not file a Tax Return of the same type in the immediately preceding Tax period or (viii) filed a claim for refund of Taxes with respect to the income, operations or property of the Company and its Subsidiaries; (p) adopted a plan of liquidation, arrangement, dissolution, merger, consolidation, or other reorganization; (q) made any change to the Company Certificate of Incorporation or Company Bylaws or the Organizational Documents of any of the Company’s Subsidiaries; (r) managed its working capital other than in the ordinary course of business consistent with past practices in all material respects (including (i) not deferring, delaying or postponing the payment of accounts payable or other Liabilities or obligations other than in the ordinary course of business consistent with past practices, and (ii) not accelerating the collection of accounts receivable other than in the ordinary course of business consistent with past practices); (s) increased, or made any commitment to increase, the compensation, incentive arrangements, or other benefits to any officer, director, employee or other Service Provider of the Company or any of its Subsidiaries, other than increases in the ordinary course of business for non-executive employees with annual base salary of less than $200,000 and for increases in number of hours provided by any Service Provider; or (ht) committed or agreed to do any of the foregoing.

Absence of Certain Developments. Except for Since April 30, 2007, Seller has conducted its business only in the execution and delivery ordinary course consistent with past practice and, except as otherwise set forth in Section 3.9 of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000Disclosure Memorandum, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any of the Acquired Companies hasbeen: (a) subjected any material portion adverse change in the financial condition, properties, assets, liabilities, business or operations of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances)Seller; (b) entered into, amended or terminated any cancellation of any material lease, contract, agreement debt or commitment applicable to any Acquired Companyclaim owing to, or taken waiver of any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business;right of, Seller. (c) declaredany material mortgage, set aside encumbrance or paid outside lien placed on any of the Ordinary Course properties of Business any dividends Seller which remains in existence on the date hereof or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of will remain on the Capital Stock of any Acquired CompanyClosing Date; (d) made any capital expenditures significant obligation or commitments for capital expenditures on behalf liability of any Acquired Company except nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, since the date of the Most Recent Balance Sheet, incurred by Seller; (e) any purchase, sale or other disposition, or any agreement or other arrangement for amounts less the purchase, sale or other disposition, of any of the significant properties or assets of Seller other than $50,000purchases and sales of inventory items in the ordinary course of business; (f) any damage, destruction or loss of a significant amount of Seller properties or assets, whether or not covered by insurance; (g) any declaration, setting aside or payment of any dividend by Seller or the making of any other distribution in respect of the capital stock of Seller or any direct or indirect redemption, purchase or other acquisition by Seller of its own capital stock; (h) other than repayment in full of all obligations under the Comerica Agreements and the release of all liens held by Comerica in and to any asset of the Seller, any payment or discharge of a material lien or liability of Seller which was not shown on the Most Recent Balance Sheet or incurred in the ordinary course of business thereafter; (i) increased the salaryany obligation or liability incurred by Seller to any of its officers, wages directors, stockholders or other compensation of employees, including any officer or employee of any Acquired Company whose annual salary isincreases in compensation, or after giving effect to such change would be, $150,000 any loans or more; (ii) established or modified with respect advances made by Seller to any Acquired Company any of the (x) targetsits officers, goalsdirectors, pools stockholders or similar provisions in respect of any fiscal year under any Benefit Planemployees, employment contract except normal compensation and expense allowances or other employee compensation arrangement advances payable to directors, officers or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawemployees; (fj) (i) incurred, either directly any change in accounting methods or on behalf practices of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company)Seller; (gk) made any material other transaction entered into by Seller other than transactions in the ordinary course of business and the transactions contemplated by this Agreement; (l) any change in the accounting policies of any Acquired Companyfinancial performance from budget or operating plans; or (hm) committed any agreement or understanding whether in writing or otherwise, for Seller to do take any of the foregoingactions specified in Section 3.9(a) through 3.9(l) above.

Absence of Certain Developments. (a) Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on as expressly contemplated by this Agreement or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any Section 4.9 of the Acquired Companies has: Disclosure Schedule, since May 30, 2014 (ai) subjected any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than has conducted the Business only in the Ordinary Course of Business;, (ii) there has not been any damage, destruction or loss with respect to any material property or asset of the Business, (iii) issuance of or change in the authorized or issued shares of the Company; purchase, redemption, retirement, or other acquisition by the Company of any shares of the Company; or declaration or payment of any dividend or other distribution or payment in respect of the shares of the Company, and (iv) there has not been any event, change, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (cb) Without limiting the generality of the foregoing and except as set forth on Section 4.9 of the Disclosure Schedule, since May 30, 2014, the Company has not: (i) declared, set aside or paid outside of the Ordinary Course of Business any dividends dividend or made any other distributions (whether distribution in cash or in kind) with respect to of any shares of capital stock (or other interestsequity interest) of the Capital Stock of any Acquired Company; (dii) made repurchased, redeemed or acquired any outstanding shares of capital expenditures stock (or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000other equity interest) or other securities of, or other ownership interest in, the Company; (iiii) increased the salary, wages awarded or other compensation of paid any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect bonuses to any Acquired Company Business Employee (as defined in Section 4.11(b)) or any Physician (as defined in Section 4.11(a)), other than as set forth on the Disclosure Schedule; (iv) entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the (x) targetsCompany’s directors, goalsofficers, pools employees, agents or similar provisions in respect of any fiscal year representatives or agreed to increase the coverage or benefits available under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any the Company Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness as defined in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such periodSection 4.12(a), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gv) changed its accounting or Tax reporting principles, methods or policies; (vi) made or rescinded any election relating to Taxes, settled or compromised any claim relating to Taxes; (vii) failed to promptly pay and discharge current Liabilities except where disputed in good faith by appropriate proceedings; (viii) made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any director, officer, partner, shareholder or Affiliate; (ix) mortgaged, pledged or subjected to any Lien any of its assets, properties or rights relating to the Business; (x) terminated, entered into or amended any Material Contract (as defined in Section 4.16(a)); (xi) made or committed to make any capital expenditures in excess of $5,000 individually or $15,000 in the aggregate; (xii) issued, created, incurred, assumed or guaranteed any Indebtedness; (xiii) suffered any material change in the accounting policies productivity or compensation of the Physicians (as defined in Section 4.11(a)) as reflected in Section 4.11 of the Disclosure Schedule; (xiv) instituted or settled any Acquired CompanyLegal Proceeding; or (hxv) committed agreed, committed, arranged or entered into any agreement to do any of the foregoing.

Absence of Certain Developments. Except for Since the execution and delivery date of the Transaction Documents and Latest Balance Sheet (the transactions to take place pursuant hereto on or before the Closing "Latest Balance Sheet Date, since October 31, 2000"), there has not been any Material Adverse Changechange, occurrence or any event or development which, which (individually or together with other such changes, occurrences or events, could reasonably be expected to result in ) has had or will have a Material Adverse ChangeEffect on the Company and the Subsidiary, taken as a whole. Without limiting the foregoing, except Except as set forth on the attached "DEVELOPMENTS SCHEDULE," Developments Schedule and except as expressly contemplated by this Agreement, since October 31, 2000the Latest Balance Sheet Date, neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies Subsidiary has: (a) subjected borrowed any amount or incurred or become subject to any material portion liabilities, except liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the properties ordinary course of business and borrowings from banks (or assets of any Acquired Company similar financial institutions) necessary to any Lien or Encumbrance (other than Permitted Encumbrances)meet ordinary course working capital requirements; (b) entered intomortgaged, amended pledged or terminated subjected to any lien, charge or other encumbrance, any material leaseportion of its assets, contractexcept liens for current property taxes not yet due and payable and mechanics', agreement materialmen's and contractors' liens or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than encumbrances incurred in the Ordinary Course ordinary course of Business;business; 14 (c) declaredsold, set aside assigned or transferred any material portion of its tangible assets, except in the ordinary course of business; (d) sold, assigned or transferred any material patents, trademarks, trade names, copyrights, trade secrets or other intangible assets except in the ordinary course; (e) suffered any 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; (g) declared or paid outside of the Ordinary Course of Business any dividends or made any distributions on the Company's capital stock or other distributions (whether in cash equity securities or in kind) with respect to redeemed or purchased any shares (of the Company's capital stock or other interests) equity securities, except for the cancellation and redemption of the Capital Stock of any Acquired CompanyNon-Shareholder Options pursuant to Section 6.06 hereof; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (gh) made any material change in its accounting methods, principles or practices affecting its assets, liabilities or businesses, except insofar as may have been required by a change in generally accepted accounting principles ("GAAP"); (i) adopted a plan of liquidation or resolutions providing for the accounting policies liquidation, dissolution, merger, consolidation or other reorganization of the Company or the Subsidiary; (j) entered into any agreement relating to, or the occurrence of any Acquired Companywage or salary increase or bonus, or increase in any other direct or indirect compensation or benefits (including any severance or termination payment) for or to any officers, directors or employees of the Company or the Subsidiary or any accrual for or contract or other agreement to make or pay the same except in the ordinary course of business in a manner consistent with past practice; (k) entered into any loan or facility to advance to any officers, directors or employees, or other representatives of the Company or the Subsidiary (other than travel advances made in the ordinary course of business in a manner consistent with past practice) or any other loan or advance except in the ordinary course of business in a manner consistent with past practice; 15 (l) except for any acquisition of tangible property acquired in the ordinary course of business in a manner consistent with past practice, acquired all or any part of the assets, properties, capital stock or business of any other person; (m) undertaken any action that is outside the ordinary course of business and in a manner inconsistent with past practice; (n) undertaken any actions outside of the ordinary course of business which would affect its respective cash position, including (i) any failure to make scheduled capital expenditures substantially in accordance with its ordinary course and customary practice; (ii) any failure to pay trade payables or other liabilities in the ordinary course; (iii) any discounting or other actions designed to accelerate the payment of accounts receivable or (iv) any use of cash to prepay Indebtedness, otherwise than in the ordinary course of business; (o) used any Cash, including Excess Cash or any proceeds of the revolving credit facility of the Company described on the Indebtedness Schedule (the "Revolver"), for any purpose other than (i) up to $7,100,000 plus the amount of Excess CSC Consideration (which Excess CSC Consideration shall not exceed $1,200,000), for the acquisitions of (w) CSC, (x) the retail store in Flagstaff, Arizona, (y) the retail stores in Charleston, Columbia and West Columbia, South Carolina and (z) the retail store in Houston, Texas, (ii) for normal capital expenditure projects consistent with past practices, (iii) for the payment of Taxes when due and payable, (iv) for the payment of interest on Indebtedness when due and payable, (v) for payment of (A) the specific monthly mortgage payment amounts in connection with the retail property in Knoxville, Tennessee, described on the Indebtedness Schedule as being due and payable in the ordinary course and (B) an amount of $75,000 in connection with a scheduled repayment of principal amount of Tranche B (as described on the Indebtedness Schedule), (vi) for payment of amounts due under the Revolver and (vii) for normal general working capital obligations incurred in the ordinary course consistent with past practices; (p) suffered any material damage, destruction or theft, not covered by insurance, to any of its material assets; (q) suffered or undertaken any cancellation, compromise, waiver or release of any right or claim (or series of rights or claims) except such as would not have a Material Adverse Effect; or (hr) committed granted any material license or sublicense of any rights under or with respect to do any of its intangible property not in the foregoing.ordinary course of business. 16

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October Since March 31, 20002006, there has not been any Material Adverse Changeoccurred no fact, or any event or development which, individually circumstance which has had or together with other such events, could would reasonably be expected to result in have a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as expressly contemplated by this Agreement and as set forth on the attached "DEVELOPMENTS SCHEDULE," Schedule 2.10, since October March 31, 20002006, neither Seller (solely the Company and the Company’s Subsidiaries have conducted business only in the ordinary course consistent with respect to past custom and practice, and the Acquired Companies) Company nor any of the Acquired Companies hasCompany’s Subsidiaries have: (a) subjected authorized for issuance, issued, sold, delivered, or granted any material portion of the properties notes, bonds or assets of other debt securities or any Acquired Company to capital stock or other equity securities or any Lien securities or Encumbrance (rights convertible, exchangeable or exercisable into any capital stock or other than Permitted Encumbrances)equity securities; (b) entered intoincurred any Indebtedness not disclosed in the Financial Statements, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than Indebtedness in the Ordinary Course ordinary course of Businessbusiness not exceeding $50,000; (c) discharged or satisfied any Lien or paid any material obligation or Liability, other than current Liabilities paid in the ordinary course of business consistent with past custom and practice; (d) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in payment or distribution of cash or in kind) other property with respect to its capital stock or other equity securities or purchased, redeemed or otherwise acquired any shares (of its capital stock or other interests) of the Capital Stock of equity securities (including any Acquired Companywarrants, options or other rights to acquire its capital stock or other equity securities); (de) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Permitted Liens; (f) sold, assigned, transferred, leased, licensed or permitted the loss, lapse or abandonment of, or failed to take steps to maintain, enforce and protect any of its assets (including any Company Intellectual Property Rights), except in the ordinary course of business consistent with past custom and practice, provided that no such representation is made with respect to the “O Travel” ▇▇▇▇; (g) made or granted any bonus or any wage or salary increase to any employee or group of employees (other than bonuses and wage increases in the ordinary course of business consistent with past custom and practice) or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, or entered into, modified or terminated any collective bargaining agreement or relationship; (h) made capital expenditures or commitments therefore in excess of $50,000 individually, or $100,000 in the aggregate; (i) made any loans or advances (other than for ordinary course business travel and other ordinary course business expenses) to, guarantees for the benefit of, or any Investments in, any Persons or formed any Subsidiary; (j) suffered any damage, destruction or casualty loss exceeding $10,000 in the aggregate, whether or not covered by insurance, or experienced any material changes in the amount and scope of insurance coverage; (k) made any change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or out of the ordinary course of business consistent with past custom and practice; (l) other than compensation, employee benefits, employee bonuses and rent paid in the ordinary course of business, consistent with past custom and practice, directly or indirectly engaged in any transaction or entered into, amended or terminated, any arrangement with any of its officers, directors, shareholders or other Affiliates; (m) amended its charter, bylaws or other organizational documents; (n) taken any action or omitted to take any action which act or omission would reasonably be expected to have a Material Adverse Effect; (o) been involved in any labor dispute, other than routine non-material grievances, or any activity or proceeding by a labor union or representative thereof to organize any of its employees, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; (p) entered into any new line of business, or incurred or committed to incur any capital expenditures on behalf expenditures, obligations or Liabilities in connection therewith; (q) entered into any acquisition agreement or agreement to acquire by merger, consolidation or otherwise, or agreement to acquire a substantial portion of the assets of, or in any other manner, any business of any Acquired Company except for amounts less other Person; (r) cancelled or waived (i) any right material to the operation of its business or (ii) any debts or claims against any of its Affiliates; (s) accelerated, terminated, modified or cancelled any agreement, contract, lease or license involving more than $50,000; (it) increased delayed, postponed or canceled the salary, wages payment of accounts payable or any other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawLiability; (fu) (i) incurredagreed, either directly whether orally or on behalf of an Acquired Companyin writing, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired Company; or (h) committed to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateSince September 30, since October 31, 20002004, there has not been any Material Adverse Changeoccurred no fact, or any event or development which, individually circumstance which has had or together with other such events, could reasonably be expected to result in have a Material Adverse ChangeEffect. Without limiting the foregoing, except Except as expressly contemplated by this Agreement and as set forth on Schedule 2.10 attached hereto, since September 30, 2004, the attached "DEVELOPMENTS SCHEDULE," since October 31Company and its Subsidiaries have conducted their businesses only in the ordinary course consistent with past custom and practice, 2000, and neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies its Subsidiaries has: (a) subjected authorized for issuance, issued, sold, delivered, or granted any material portion of the properties notes, bonds or assets of other debt securities or any Acquired Company to capital stock or other equity securities or any Lien securities or Encumbrance (rights convertible, exchangeable or exercisable into any capital stock or other than Permitted Encumbrances)equity securities; (b) entered intoincurred any Indebtedness or imposed any Liens upon any of its assets, amended tangible or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Businessintangible; (c) discharged or satisfied any Lien or paid any material obligation or Liability, other than current Liabilities paid in the ordinary course of business consistent with past custom and practice; (d) declared, set aside or paid made any payment or distribution of cash or other property with respect to its capital stock or other equity securities or purchased, redeemed or otherwise acquired any shares of its capital stock or other equity securities (including any warrants, options or other rights to acquire its capital stock or other equity securities); (e) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any of its assets, tangible or intangible, or taken any action that could reasonably be expected to cause the loss, lapse, abandonment, invalidity or unenforceability of any Company Intellectual Property Rights, except in the ordinary course of business consistent with past custom and practice; (f) made or granted any bonus or any wage or salary increase to, or changed any material employment or retention terms with, any employee or group of employees or contractors, including salespersons (other than bonuses and wage increases in the ordinary course of business consistent with past custom and practice), entered into or increased the amount or duration of any severance arrangement, or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, or entered into, modified or terminated any collective bargaining agreement or relationship; (g) made capital expenditures or commitments therefor in excess of $250,000 in the aggregate (but has made all capital expenditures required to be made in the ordinary course of business to preserve and maintain the business of the Company and its Subsidiaries); (h) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons or formed any Subsidiary; (i) suffered any damage, destruction or casualty loss exceeding $50,000 in the aggregate, whether or not covered by insurance, or experienced any material changes in the amount and scope of insurance coverage; (j) made any change in its cash management practices or in any method of accounting or accounting policies, or made any write-down in the value of its inventory that is material or outside of the Ordinary Course ordinary course of Business any dividends or made any other distributions (whether in cash or in kind) business consistent with respect to any shares (or other interests) of the Capital Stock of any Acquired Companypast custom and practice; (dk) made other than compensation paid in the ordinary course of business, consistent with past custom and practice, directly or indirectly engaged in any transaction or entered into, amended or terminated, any arrangement with any of its officers, directors, shareholders or other Affiliates; (l) amended its charter, bylaws or other organizational documents; (m) taken any action or omitted to take any action which act or omission could reasonably be expected to have a Material Adverse Effect; (n) entered into any new line of business, or incurred or committed to incur any capital expenditures or commitments for capital expenditures on behalf Liabilities in connection therewith; (o) entered into any acquisition agreement or agreement to acquire by merger, consolidation or otherwise, or agreement to acquire a substantial portion of the assets of, or in any other manner, any business of any Acquired Company except for amounts less other Person; (p) cancelled or waived (i) any right material to the operation of its business or (ii) any debts or claims against any of its Affiliates; (q) accelerated, terminated, modified or cancelled any agreement, contract, lease, license or other arrangement involving more than $50,000; (ir) increased delayed, postponed or canceled the salary, wages payment of accounts payable or any other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired CompanyLiability; or (hs) committed agreed in writing or, to the Company's Knowledge, orally to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on Schedule 3.6 of the attached "DEVELOPMENTS SCHEDULE," since October Disclosure Schedules or as otherwise explicitly required by this Agreement, and other than any distributions or dividend of Excluded Assets or Cash, for the period beginning December 31, 20002019 through the date hereof, neither Seller (solely each of the Companies has conducted its business in all material respects only in the ordinary course of business, and there has not been, with respect to the Acquired Companies) nor any of the Acquired Companies has, any: (a) subjected any material portion change in the businesses, operations, properties or condition, financial or otherwise, of the properties Companies that has had or assets of any Acquired Company would reasonably be expected to any Lien have, individually or Encumbrance (other than Permitted Encumbrances)in the aggregate, a Material Adverse Effect on the Companies; (b) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in amendment of Organizational Documents of the Ordinary Course of BusinessCompanies; (c) declaredsplit, set aside combination or paid outside reclassification of any shares of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired CompanyCompanies’ capital stock; (d) made any capital expenditures issuance, sale or commitments for capital expenditures on behalf other disposition of any Acquired Company except of the Companies’ capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of the Companies’ capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of the Companies’ capital stock or redemption, purchase or acquisition of the Companies’ capital stock; (f) material change in the Companies’ accounting principles; (g) material change in the Companies’ cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for amounts less than $50,000uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) increased incurrence, assumption or guarantee of any Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the salaryordinary course of business consistent with past practice; (j) transfer, wages assignment, sale or other compensation disposition of any of the assets listed on Schedule 3.8 of the Disclosure Schedules or cancellation of any material Indebtedness owed to a Company; (k) material damage, destruction or loss (whether or not covered by insurance) to the Companies’ property; (l) any capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any material Contract to which any Company is a party or by which it is bound; (n) imposition of any Liens (other than Permitted Liens, Liens to secure Indebtedness that Seller shall cause to be removed at or in advance of Closing, or Liens on Company Real Property otherwise shown on the title reports or commitments and unrelated to any Indebtedness) upon any of the Companies’ properties, capital stock or assets, tangible or intangible; (o) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any material employee below the position of officer except to fill a vacancy in the ordinary course of business; (p) any loan to (or forgiveness of any Acquired Company whose annual salary isloan to), or after giving entry into any other transaction with, any of its stockholders or current or former directors, officers and employees other than as repaid prior to Closing; (q) entry into a new line of business or abandonment or discontinuance of existing lines of business; (r) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (s) purchase, lease or other acquisition of the right to own, use or lease any property or assets other than in the ordinary course, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (t) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (u) action by the Companies to make, change or rescind any material Tax election or amend any Tax Return that would have the effect of increasing the Companies’ Tax liability; (v) (i) material change in the benefits provided or compensation payable or to such change would bebe provided or to become payable to any of its shareholders, $150,000 members, directors, managers, officers or more; employees (other than increases in the ordinary course of business), (ii) established granting of any severance or modified with respect to termination pay to, or entered into or materially amend any Acquired Company employment, severance or other agreement or arrangement with, shareholders, members, directors, managers, officers, employees, agents, independent contractors or any of their representative affiliates, other than in the (x) targetsordinary course of business, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adoptedestablishment, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period)adoption, or (ii) voluntarily purchased, cancelled, prepaid entering into or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made materially amending any material change in the accounting policies of any Acquired Company; or (h) committed to do any of the foregoingemployee benefit plan.

Absence of Certain Developments. Except for as set forth on the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateUSAUTO DEVELOPMENTS SCHEDULE, since October December 31, 20002002, there has not been any Material Adverse Change, or any event or development which, individually or together Effect with other such events, could reasonably be expected respect to result in USAuto and its Subsidiaries taken as a Material Adverse Changewhole. Without limiting the foregoing, except Except as set forth on the attached "USAUTO DEVELOPMENTS SCHEDULE," SCHEDULE and except as expressly contemplated by this Agreement, since October December 31, 20002002, neither Seller (solely with respect to the Acquired Companies) USAuto nor any Subsidiary of the Acquired Companies has: USAuto has (a) borrowed any amount or incurred or become subject to any material liabilities (except 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 material Lien (except Permitted Liens) any material portion of the properties its assets, (c) sold, assigned or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances); (b) entered into, amended or terminated transferred any material leaseportion of its tangible assets, contract(d) sold, agreement assigned or commitment applicable transferred any material Intellectual Property or other intangible assets, (e) suffered any extraordinary loss(es) in an amount exceeding $100,000 individually or in the aggregate or waived any right(s) of material value, (f) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to any Acquired Companyacquire its capital stock or other equity securities, or taken any other action bonds or debt securities, (g) made any capital expenditures in excess of $100,000 or commitments therefor, (h) made any material change in its accounting methods, practices or policies, (i) revalued any of its assets, including, without limitation, by writing down the value of contracts or by writing off accounts receivable, except in the ordinary course of business, (j) entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; transaction, (ck) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (its capital stock other than as specifically provided therefor under SECTION 7.1(c) hereof or, directly or other interests) of the Capital Stock of any Acquired Company; (d) made any capital expenditures indirectly, redeemed, purchased or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company acquired any of the its capital stock, (xl) targetsamended or terminated any material contract, goals(m) loaned to or invested in any other entity (other than a wholly-owned Subsidiary of USAuto) an amount in excess of $100,000, pools (n) waived or similar provisions in respect of released any fiscal year under any Benefit Plan, employment contract material right or other employee compensation arrangement claim or (yo) salary ranges, increase guidelines or similar provisions in respect of entered into any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired Company; or (h) committed agreement to do any of the foregoing.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the ------------------------------- "Developments Schedule" attached "DEVELOPMENTS SCHEDULE," hereto and except as expressly contemplated by --------------------- this Agreement, since October 31June 30, 20001999, neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies its Subsidiaries has: (a) subjected suffered any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance change (other than Permitted Encumbrances)a change generally affecting companies having similar lines of business as the Company) that has had or could reasonably be expected to have a Material Adverse Effect or suffered any theft, damage, destruction or casualty loss in excess of $50,000, to its assets, whether or not covered by insurance or suffered any substantial destruction of the its books and records; (b) entered intoredeemed or repurchased, amended directly or terminated indirectly, any material lease, contract, agreement Partnership Interests or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business; (c) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares Partnership Interests; (c) issued, sold or transferred any Partnership Interests, or any securities convertible, exchangeable or exercisable into Partnership Interests or other interestsequity securities, or warrants, options or other rights to acquire Partnership Interests or any kind of equity interest in the Company or its Subsidiaries; (d) incurred or become subject to any liabilities, except liabilities incurred in the Ordinary Course of Business or contemplated by this Agreement; (e) subjected any portion of its properties or assets to any Lien (except Permitted Encumbrances or those arising in the Ordinary Course of Business); (f) sold, leased, assigned or transferred (including, without limitation, transfers to any Seller or any Insider) a portion of its tangible assets that are material to the Company, except for sales of inventory or leases, rentals, assignments or transfers made in the Ordinary Course of Business, or canceled without fair consideration any material debts or claims owing to or held by it; (g) sold, assigned, licensed or transferred (including, without limitation, transfers to any Seller or any Insider) any Proprietary Rights owned by, issued to or licensed to the Company or any of its Subsidiaries (except for transactions contemplated by this Agreement) or disclosed any confidential information (other than pursuant to agreements requiring the disclosure to maintain the confidentiality of and preserving all rights of the Capital Stock Company and its Subsidiaries in such confidential information) or to its Knowledge, received any confidential information of any Acquired third party in violation of any obligation of confidentiality binding upon the Company; (dh) suffered any extraordinary losses or waived any rights of material value; (i) incurred any indebtedness for borrowed money (other than indebtedness to finance its working capital needs); (j) entered into, amended or terminated any material lease, contract, agreement or commitment, or entered into any other transaction, other than in the Ordinary Course of Business or as contemplated under this Agreement; (k) entered into any other material transaction, or materially changed any fundamental business practice; (l) made or granted any bonus or any wage, salary or compensation increase to any director, officer, employee or sales representative, group of employees or consultant or made or granted any increase in any employee benefit plan or arrangement, in each case, other than in the Ordinary Course of Business, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (m) made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (n) incurred material inter-company charges or conducted its cash management customs and practices, in each case, other than in the Ordinary Course of Business (including, without limitation, with respect to collection of accounts receivable, purchases of inventory and supplies, repairs and maintenance, and payment of accounts payable and accrued expenses); (o) made any capital expenditures or commitments for capital expenditures on behalf that aggregate in excess of any Acquired Company except for amounts less than $50,000150,000; (ip) increased the salary, wages made any loans or other compensation of any officer or employee of any Acquired Company whose annual salary isadvances to, or after giving effect to such change would beguarantees for the benefit of, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawPersons; (fq) (i) incurredmade charitable contributions or pledges, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either each case other than any indebtedness in the Ordinary Course of any Acquired Company owing to another Acquired Company)Business or those that do not in the aggregate exceed $20,000; (gr) made changed (or authorized any material change change) in the accounting policies its certificate of any Acquired Companylimited partnership, Partnership Agreement, articles of incorporation or by-laws; or (hs) agreed or committed to do any of the foregoing.

Absence of Certain Developments. a. Except for the execution and delivery as set forth in Section 4.9(a) of the Transaction Documents Disclosure Schedule, since December 31, 2016, (a) each of the Company and the transactions to take place pursuant hereto on or before Subsidiaries has (i) conducted its business only in the Closing Date, since October 31, 2000, Ordinary Course of Business and (b) there has not been any Material Adverse Changeevent, change, occurrence, circumstance, or any event transaction inconsistent with the Ordinary Course of Business or development whichthat, individually or together in the aggregate with other any such events, changes, occurrences, circumstances, or transactions has had or could reasonably be expected to result in have a Material Adverse Change. Without limiting material effect on the foregoing, except Company’s or such Subsidiary’s financial condition or business prospects. b. Except as set forth on in Section 4.9(b) of the attached "DEVELOPMENTS SCHEDULE," Disclosure Schedule, since October December 31, 20002016, neither Seller (solely with respect to the Acquired Companies) Company nor any of the Acquired Companies Subsidiaries has: (a) subjected i. issued any material portion notes, bonds or other debt securities or other equity securities or any securities convertible, exchangeable, or exercisable into any ownership interests or other equity securities; ii. borrowed any amount or incurred or become subject to any Liabilities, except Current Liabilities incurred in the Ordinary Course of Business and Liabilities under Contracts entered into in the Ordinary Course of Business; iii. discharged or satisfied any Encumbrance or paid any obligation or Liability, other than Current Liabilities paid in the Ordinary Course of Business; iv. declared, set aside, or made any dividend, payment, or distribution of cash or other property to any of the properties holders of its ownership interests with respect to such ownership interests or assets of purchased, redeemed or otherwise acquired, directly or indirectly, any Acquired Company ownership interests or any outstanding rights or securities exercisable or exchangeable for or convertible into its ownership interests (including, without limitation, any warrants, options, or other rights to any Lien or Encumbrance (other than Permitted Encumbrancesacquire its ownership interests); (b) entered into, amended v. mortgaged or terminated pledged any material lease, contract, agreement of its assets or commitment applicable subjected them to any Acquired CompanyEncumbrances; vi. sold, assigned, leased, licensed, or taken transferred any other action of its tangible assets, except in the Ordinary Course of Business, or entered into canceled any other material transaction applicable to any Acquired Company debts or claims; vii. sold, assigned, leased, licensed, transferred, or otherwise encumbered, other than in the Ordinary Course of Business, any of its Intellectual Property or other intangible assets, or disclosed any material proprietary Confidential Information to any Person, or abandoned or permitted to lapse any of its Intellectual Property or other intangible assets, in either case material to its business; viii. suffered any extraordinary losses or waived any rights of material value, whether or not in the Ordinary Course of Business or consistent with past practice; ix. delayed or postponed the payment of any accounts or commissions payable or any other liability or obligations or agreed or negotiated with any party to extend the payment date of any accounts or commissions payable or accelerated the collection of any notes, accounts or commissions receivable; x. made commitments for capital expenditures which have not been funded prior to the date hereof that aggregate in excess of $10,000; xi. made any charitable contributions or pledges; xii. suffered any damage, destruction, or casualty loss exceeding in the aggregate $10,000 (cwhether or not covered by insurance); xiii. except for salary or commission advances to Employees, made any loans or advances to, investment in, or guarantees for the benefit of, any Person or taken steps to incorporate any Subsidiary; xiv. made any change in any method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to Buyer; xv. entered into any employment or consulting contract (written or oral) declaredor changed the employment terms for any Employee or agent or made or granted any bonus or any wage, set aside salary, or paid outside compensation increase to any director, officer, Employee, sales representative, or group of Employees or made or granted any increase in any Company Plan or arrangement, or amended or terminated any existing Company Plan, incentive arrangement, or other benefit covering any of the Employees or adopted any new Company Plan, incentive arrangement or other benefit covering any of the Employees; xvi. entered into any collective bargaining agreement or relationship with any labor organization or entered into any other material labor contracts; xvii. entered into any contract, agreement or arrangement out of the Ordinary Course of Business or prohibiting or restricting it from freely engaging in any dividends business or made otherwise restricting the conduct of its business; xviii. amended any of its organizational or governing documents; xix. entered into any other distributions (whether transaction, other than in cash the Ordinary Course of Business, or in kind) with respect to materially changed any shares (business practice; xx. entered into any compromise or other interests) of the Capital Stock settlement of any Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salarylitigation, wages or other compensation of any officer or employee of any Acquired Company whose annual salary isproceeding, or after giving effect to such change would be, $150,000 governmental investigation affecting the Company or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable lawSubsidiaries; (f) (i) incurred, either directly xxi. implemented any plant closing or on behalf layoff of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in Employees that could implicate the accounting policies of any Acquired CompanyWARN Act; or (h) committed xxii. agreed or otherwise committed, whether orally or in writing, to do any of the foregoing. c. None of the Company, any of the Subsidiaries, or any of their Representatives on their behalf has at any time made any payments for political contributions or made any bribes, kickback payments, or other illegal payments.

Absence of Certain Developments. Except for the execution and delivery as disclosed in section --------------------------------- 3.16 of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateAffiliated Company Disclosure Schedule, since October December 31, 20002002 (the "Affiliated Company Balance Sheet Date"), there has not been any Material Adverse Changestate of facts, change, circumstance, development, or any event that has had or development which, individually or together with other such events, could would reasonably be expected to result in have a Material Adverse ChangeEffect on the Affiliated Companies, taken as a whole. Without limiting the foregoingIn particular, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any disclosed in section 3.16 of the Acquired Companies Affiliated Company Disclosure Schedule, since the Affiliated Company Balance Sheet Date through the date hereof, no Affiliated Company has: (a) subjected any material portion conducted its business outside the ordinary course of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances)business consistent with past practice; (b) entered into, amended made or terminated suffered any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than change in the Ordinary Course nature or conduct of Businessits business, regardless of whether such change has had or could reasonably be expected to have a Material Adverse Effect; (c) declaredreceived notice that any of its 20 largest customers or 20 largest suppliers, set aside or paid outside by volume of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) sales with respect to any shares (customers and purchases with respect to suppliers, for its fiscal year ended December 31, 2002, intends to materially alter the amount of business conducted with Learning Curve or other interests) of the Capital Stock of any Acquired Companyto cease conducting business with Learning Curve altogether; (d) entered into, amended in any material respect, or terminated in whole or in material part any material Affiliated Company Contract; (i) made or incurred any capital expenditure, except in the ordinary course of business consistent with past practice, or (ii) made or incurred any capital expenditures or commitments for in January 2003 in an aggregate amount in excess of the total amount of capital expenditures on behalf (the "January 2003 Capital Expenditure Budget Amount") set forth in the January 2003 capital expenditure budget in the form previously delivered by Learning Curve to RCE; (f) sold, assigned, licensed, exchanged, leased, transferred or otherwise disposed of any Acquired Company material portion of its material assets or properties, other than for a fair consideration (except for amounts sales of slow moving, obsolete or excess inventory in the ordinary course of business) and except in the ordinary course of business consistent with past practice with suitable replacements being obtained therefor to the extent necessary to operate the business; (g) suffered any material damage to or destruction or loss of any of its assets or properties, regardless of whether such damage, destruction, or loss was covered by insurance; (h) purchased, leased, or otherwise acquired any assets or properties, except in the ordinary course of business consistent with past practice; (i) incurred any Liability to any Person in excess of $25,000 in the aggregate, except in the ordinary course of business consistent with past practice, or (ii) incurred any Liability to any Person involving actual or potential aggregate future payments by an Affiliated Company in excess of $150,000, except for purchase orders for products made in the ordinary course of business consistent with past practice; (j) borrowed any money or issued any bonds, debentures, notes, or other instruments evidencing borrowed money, except borrowings under the Credit Agreement, and except that Learning Curve or an Affiliated Company may execute and deliver the Canadian Purchase Notes; (k) paid, discharged, or satisfied any of its material Liabilities, except in the ordinary course of business consistent with past practice; (l) failed to pay, discharge, or satisfy any of its material Liabilities when due and payable or delayed doing any of the foregoing, except for such Liabilities that it believes in good faith are not owed and do not exceed, individually or in the aggregate, $35,000; (m) received notice that any Person party thereto has accelerated, terminated, modified, or cancelled any material Affiliated Company Contract; (n) made any loan or advance of money to any Person in an amount in excess of $5,000 or made loans or advanced money to Persons in the aggregate in excess of $25,000, other than Stock Option Loans (which Stock Option Loans will be paid in full from the Cash Consideration payable to the borrower pursuant to the Learning Curve Merger) and ordinary expense reimbursement and use of company credit cards by employees consistent with Learning Curve's past practices; (o) compromised, canceled, waived, or released any material claim or right of an Affiliated Company or any material Liability of any other Person; (p) received notice that any material Liability has been asserted against an Affiliated Company; (q) subjected any of its assets or properties, or permitted any of its assets or properties to be subjected to, any Encumbrance except for Permitted Liens; (r) granted any general increase in compensation to its employees as a class, except in accordance with past practice or as required by Law, or increased by more than 5% the total annual cash compensation payable to any employee whose total annual cash compensation prior to such increase was less than $50,000; (is) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent as required by applicable law; (f) (i) incurredLaw, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies employment terms of any Acquired Companydirector, officer, or employee outside the ordinary course of business consistent with past practice, or entered into or made a material amendment to any employment, severance or special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers or employees to increase the benefits provided or to provide additional or new benefits to any such person; (i) except as required by Law, adopted, established, made a material amendment to, or terminated any Employee Benefit Plan, or (ii) paid any amount or provided any benefit under any Employee Benefit Plan, except in the ordinary course of business consistent with past practice; (i) experienced any labor organizational effort, strike, organized work stoppage or interruption, or organized work slowdown, (ii) received any written claim or grievance, unfair labor practice charge or complaint, charge of discrimination, or occupational health and safety citation or complaint involving any present or former employee or other personnel retained by an Affiliated Company other than routine individual grievances, or (iii) experienced any change in its employee relations that has had or could reasonably be expected to have a Material Adverse Effect; (i) amended or authorized amendment of its certificate of incorporation or by-laws, or (ii) rescinded or modified or authorized rescission or modification of any resolutions adopted by its board of directors or stockholders; (i) changed its authorized capital stock, (ii) effected any stock split, reverse stock split, or other recapitalization affecting its capital stock, (iii) issued or sold or otherwise disposed of any of its capital stock, options, warrants, calls, or other rights to purchase capital stock, any securities convertible into or exchangeable for capital stock, or other securities, or (iv) purchased, redeemed, retired, or otherwise acquired any of its capital stock or other securities; (x) declared, paid, or set aside for payment any dividends, distributions, or payments on its capital stock (whether in cash, stock, property or otherwise); (i) changed any of its accounting methods, principles, assumptions, or practices, or (ii) written up, down, or off the value of any of its assets; (z) failed to perform in all material respects all obligations required to be performed by it under any material Affiliated Company Contract; (aa) received notice that its business requires a new or additional permit, consent or permission from any Governmental Authority pursuant to any Environmental Laws; (bb) failed to pay when due any premium with respect to any insurance policy covering an Affiliated Company or its business, assets, properties, directors, officers, or employees, or (ii) canceled or failed to renew any such insurance policy; or (hcc) committed agreed, committed, or otherwise arranged to do take or suffer the taking of any action described in this section 3.16, regardless of the foregoingwhether such agreement, commitment, or other arrangement is oral, written or otherwise.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing DateSince January 24, since October 31, 20001997, there has not been any Material Adverse Changeno adverse change in the Acquired Assets, the Assumed Liabilities, or any event the financial condition, operating results, assets, customer or development whichsupplier relations, individually employee relations or together with other such events, could reasonably be expected to result in a Material Adverse Changebusiness prospects of the Business. Without limiting the foregoinggenerality of the preceding sentence, except as set forth on the attached "DEVELOPMENTS SCHEDULE," expressly contemplated by this Agreement, since October 31January 24, 20001997, neither Seller (solely with respect to the Acquired Companies) nor any of the Acquired Companies hashas not: (a) subjected engaged in any material portion activity which has resulted in the acceleration or delay of the properties collection of its accounts or assets notes receivable or any delay in the payment in its accounts payable, in each case as compared with its custom and practice in the conduct of any Acquired Company the Business immediately prior to any Lien or Encumbrance (other than Permitted Encumbrances)January 24, 1997; (b) entered intodischarged or satisfied any Lien or paid any obligation or liability which would not constitute an Assumed Liability, amended if it were unpaid on the Closing Date, other than current liabilities paid in the ordinary course of the Business and consistent with Seller's past practice; (c) except with respect to purchase money security interests arising in connection with equipment acquired by the Seller in the ordinary course of business, mortgaged or terminated pledged any material leaseAcquired Asset or subjected any Acquired Asset to any Lien; (d) sold, contractassigned, agreement conveyed, transferred, canceled or commitment applicable waived any property, tangible asset, Proprietary Right of Seller or other intangible asset or right which, if it were held by Seller on the Closing Date, would constitute an Acquired Asset other than in the ordinary course of the Business and consistent with Seller's past practice; (e) disclosed any Confidential Information to any Person other than Purchaser and Purchaser's representatives, agents, attorneys, accountants and present and proposed financing sources; (f) waived any right other than in the ordinary course of the Business or consistent with Seller's past practice; (g) made commitments for capital expenditures which, in the aggregate, would exceed $500,000; (h) made any loan or advance to, or guarantee for the benefit of, or any Investment (other than Investments which constitute Excluded Assets) in, any other Person; (i) granted any bonus or any increase in wages, salary or other compensation to any employee (other than any increase in wages or salaries granted in the ordinary course of the Business and consistent with Seller's past practice granted to any employee who is not affiliated with Seller other than by reason of such Person's employment by Seller); (j) suffered damages, destruction or casualty losses which, in the aggregate, exceed $10,000 (whether or not covered by insurance) to any Acquired CompanyAsset, or taken any other action property or asset which, if it existed and was held by Seller on the Closing Date, would constitute an Acquired Asset; (k) entered into any transaction other than in the ordinary course of the Business, and consistent with Seller's past practice, or entered into any other material transaction applicable to any Acquired Company other than transaction, whether or not in the Ordinary Course of Business; (c) declared, set aside or paid outside ordinary course of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of which may adversely affect the Capital Stock of any Business, the Acquired Company; (d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary isAssets, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law; (f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (g) made any material change in the accounting policies of any Acquired CompanyAssumed Liabilities; or (hl) committed agreed to do any act described in any of the foregoingclauses 6.8(a) through (k) above.