Common use of Absence of Changes or Events Clause in Contracts

Absence of Changes or Events. Except as contemplated by this Agreement, since the Reference Date no TCA Material Adverse Effect has occurred and, in addition, TCA and its Subsidiaries have not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of TCA or any of its Subsidiaries (including, without limitation, any TCA Debentures), or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to TCA or a wholly-owned Subsidiary of TCA); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of TCA or its Subsidiaries or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of TCA or its Subsidiaries, other than pursuant to and in accordance with the TCA Stock Plans, Directors' Plan and TCA Purchase Plan other than as disclosed on Schedule 3.6 to the TCA Disclosure Statement; (c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) exceeding $100,000 in the aggregate, (iii) entered into any oral or written agreement, commitment or transaction or incurred any liability involving, in any one case, in excess of $100,000; (d) instituted any change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the TCA Financial Statements; (e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess of amounts previously reserved as reflected in the TCA Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate exceed $100,000; (i) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay to any Person; (iii) entered into any oral or written employment, consulting, indemnification or severance agreement with any Person; (iv) other than as required by law, adopted, become obligated under, or amended any employee benefit plan, program or arrangement; or (v) repriced any TCA Options; (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber, or otherwise dispose of, any material properties, (including intangibles, real, personal or mixed), it being understood that this clause (h) does not extend to sales of inventory in the ordinary course of business; (i) amended its Articles of Organization, bylaws, or any other charter document, or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of TCA and its Subsidiaries in such calendar month resulted in such capital expenditures exceeding $150,000 in the aggregate; (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business; (l) waived, released, assigned, settled or compromised any material claim or litigation, or commenced a lawsuit other than for the routine collection of bills; or (m) agreed or proposed to do any of the things described in the preceding clauses (a) through (l) other than as expressly contemplated or provided for in this Agreement. 3.11

Absence of Changes or Events. Except as contemplated by this Agreement, since the Reference Date no TCA Visionics Material Adverse Effect has occurred and, in addition, TCA Visionics, the Visionics Subsidiaries and its Subsidiaries the entities listed on Schedule 3.1(b) have not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of TCA Visionics or any of its Subsidiaries (including, without limitation, any TCA Debentures)the Visionics Subsidiaries, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt stock or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to TCA Visionics or a wholly-owned Subsidiary of TCAVisionics); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of TCA Visionics or its the Visionics Subsidiaries or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of TCA Visionics or its the Visionics Subsidiaries, other than pursuant to and in accordance with the TCA Visionics Stock Plans, Directors' Plan Plans and TCA Purchase Plan other than as disclosed on Schedule 3.6 to the TCA Disclosure StatementVisionics Warrants; (c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) exceeding $100,000 in the aggregate, (iii) entered into any oral or written agreement, material agreement or any material commitment or transaction or incurred any liability involvingliabilities material to Visionics and the Visionics Subsidiaries taken as a whole, in any one case, or involving in excess of $100,000250,000; (d) instituted any change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the TCA Visionics Financial Statements; (e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess of amounts previously reserved as reflected in the TCA Visionics Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or and in the aggregate exceed $100,000250,000; (i) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay to any PersonPerson other than in the ordinary course of business and consistent with past practice; (iii) entered into any oral or written employment, consulting, indemnification or severance agreement with any Person; (iv) other than as required by law, adopted, become obligated under, or amended any employee benefit plan, program or arrangement; or (v) repriced any TCA OptionsVisionics Options or Visionics Warrants; (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber, or otherwise dispose of, any material properties, properties (including intangibles, real, personal or mixed), it being understood that this clause (h) does not extend to sales of inventory in the ordinary course of business; (i) amended its Articles certificate of Organizationincorporation, bylaws, or any other charter document, or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of TCA Visionics and its the Visionics Subsidiaries in such calendar month resulted in such capital expenditures exceeding $150,000 250,000 in the aggregate; (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business; (l) waived, released, assigned, settled or compromised any material claim or litigation, or commenced a lawsuit other than for the routine collection of bills; or; (m) agreed or proposed to do any of the things described in the preceding clauses (a) through (l) other than as expressly contemplated or provided for in this Agreement. 3.11.

Absence of Changes or Events. Except as contemplated by this Agreement, since June 30, 2005 (the “Reference Date Date”), no TCA state of facts, change, event or effect that has had or could reasonably be expected to have Company Material Adverse Effect has occurred and, in addition, TCA Company, the Company Subsidiaries and its Subsidiaries the entities listed on Schedule 3.1(b) have not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of TCA Company or any of its Subsidiaries (including, without limitation, any TCA Debentures)the Company Subsidiaries, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt stock or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to TCA Company or a wholly-owned Subsidiary of TCACompany); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of TCA Company or its the Company Subsidiaries or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of TCA Company or its the Company Subsidiaries, other than pursuant to and in accordance with the TCA Company Stock Plans, Directors' Plan and TCA Purchase Plan other than as disclosed on Schedule 3.6 to the TCA Disclosure Statement; (c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 200,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) exceeding $100,000 200,000 in the aggregate, (iii) entered into any oral or written agreement, material agreement or any material commitment or transaction or incurred any liability involvingliabilities material to Company and the Company Subsidiaries taken as a whole, in any one case, or involving in excess of $100,000500,000; (d) instituted any material change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the TCA Company Financial Statements; (e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess in each case of an amount equal to $200,000 plus amounts previously reserved as reflected in the TCA Company Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or and in the aggregate exceed $100,000200,000; (g) (i) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay to any PersonPerson other than in the ordinary course of business and consistent with past practice; (iii) other than in the ordinary course of business consistent with past practice entered into any oral or written employment, consulting, indemnification or severance agreement with any Person; (iv) other than as required by law, adopted, become obligated under, or amended any employee benefit plan, program or arrangement; or (v) repriced any TCA Company Options; (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber, or otherwise dispose of, any material properties, properties (including intangibles, real, personal or mixed), it being understood that this clause (h) does not extend to sales of inventory in the ordinary course of business; (i) amended its Articles articles of Organizationincorporation, bylaws, or any other charter document, or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of TCA Company and its the Company Subsidiaries in such calendar month resulted in such capital expenditures exceeding $150,000 200,000 in the aggregate; (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business; (l) waived, released, assigned, settled or compromised any material claim or litigation, or commenced a lawsuit other than for the routine collection of bills; or; (m) agreed or proposed to do any of the things described in the preceding clauses (a) through (l) other than as expressly contemplated or provided for in this Agreement. 3.11.

Absence of Changes or Events. Except as contemplated by this Agreement, since the Reference Date July 1, 2000 no TCA Thoratec Material Adverse Effect has occurred and, in addition, TCA Thoratec and its the Thoratec Subsidiaries have not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of TCA Thoratec or any of its Subsidiaries (including, without limitation, any TCA Debentures)Thoratec Subsidiary, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to TCA Thoratec or a wholly-wholly owned Subsidiary of TCAThoratec Subsidiary); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of TCA Thoratec or its Subsidiaries any Thoratec Subsidiary or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of TCA Thoratec or its Subsidiariesany Thoratec Subsidiary, other than pursuant to and in accordance with the TCA Stock Plans, Directors' Plan Thoratec stock option plans and TCA Purchase Plan other than as warrants disclosed on Schedule 3.6 4.5 to the TCA Thoratec Disclosure Statement; (c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) exceeding $100,000 in the aggregate, (iii) entered into any oral or written agreement, commitment or transaction or incurred any liability involving, in any one case, in excess of $100,000; (d) instituted any change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the TCA Thoratec Financial Statements; (e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess of amounts previously reserved as reflected in the TCA Thoratec Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate exceed $100,000; (i) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay to any Person; (iii) entered into any oral or written employment, consulting, indemnification or severance agreement with any Person; (iv) other than as required by law, adopted, become obligated under, or amended any employee benefit plan, program or arrangement; arrangement or (v) repriced any TCA Optionsoptions granted under the Thoratec stock option plans; (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber, or otherwise dispose of, any material properties, (including intangibles, real, personal or mixed), it being understood that this clause (h) does not extend to sales of inventory in the ordinary course of business; (i) amended its Articles articles of Organizationincorporation, bylaws, bylaws or any other charter document, or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of TCA Thoratec and its the Thoratec Subsidiaries in such calendar month resulted in such capital expenditures exceeding $150,000 in the aggregate; (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business; (l) waived, released, assigned, . settled or compromised any material claim or litigation, or commenced a lawsuit other than for the routine collection of bills; bills or (m) agreed or proposed to do any of the things described in the preceding clauses (a) through (l) other than as expressly contemplated or provided for in this Agreement. 3.11.

Absence of Changes or Events. Except as contemplated by this Agreement, since the Reference Date Extensity and the Extensity Subs have conducted their businesses only in the ordinary course and in a manner consistent with past practices. Since the Reference Date, no TCA Extensity Material Adverse Effect has occurred and, in addition, TCA and its Subsidiaries have neither Extensity nor any Extensity Sub has not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of TCA Extensity or any of its Subsidiaries (including, without limitation, any TCA Debentures)Extensity Sub, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to TCA or a wholly-owned Subsidiary of TCAExtensity); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of TCA Extensity or its Subsidiaries any Extensity Sub or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of TCA Extensity or its Subsidiariesany Extensity Sub, other than pursuant to and in accordance with the TCA Extensity Stock Plans, Directors' Plan Plans and TCA the Extensity Purchase Plan other than as disclosed on Schedule 3.6 to the TCA Disclosure StatementPlan; (c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 USD100,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become became responsible for the obligations of any other individualPerson, firm or corporation, (iii) made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) Person exceeding $100,000 USD100,000 in the aggregate, aggregate or (iiiiv) entered into any oral or written agreement, commitment or transaction or incurred any liability involving, in any one case, in excess of $100,000USD100,000; (d) instituted any change in accounting methods, principles or practices other than as required by U.S. GAAP or the rules and regulations promulgated adopted by the SEC and disclosed in the notes to the TCA Extensity Financial Statements; (e) revalued any assetsasset including, including without limitation, writing written down the value of inventory or writing off any notes or accounts receivable in excess of amounts previously reserved as reflected in the TCA Extensity Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate aggregate, exceed $100,000USD100,000; (i) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay or contingent entitlement to any such pay to any Person; , (iii) entered into any oral or written employment, consulting, indemnification or severance agreement with any Person; , (iv) other than as required by lawLaw, adopted, become became obligated under, or amended any employee benefit plan, program or arrangement; arrangement or (v) repriced any TCA Extensity Options; (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber, encumber or otherwise dispose of, any material properties, properties (including intangibles, real, personal or mixed), it being understood that this clause (h) does not extend to sales of inventory in the ordinary course of business; (i) amended its Articles of Organization, bylaws, or any other charter document, or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of TCA and its Subsidiaries in such calendar month resulted in such capital expenditures exceeding $150,000 in the aggregate; (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business; (l) waived, released, assigned, settled or compromised any material claim or litigation, or commenced a lawsuit other than for the routine collection of bills; or (m) agreed or proposed to do any of the things described in the preceding clauses (a) through (l) other than as expressly contemplated or provided for in this Agreement. 3.11Subsection 4.10

Absence of Changes or Events. Except as contemplated by this Agreement, since the Reference Date March 31, 2003, no TCA state of facts, change, event or effect that has had or could reasonably be expected to have Seller Material Adverse Effect has occurred and, in addition, TCA Seller, the Seller Subsidiaries and its Subsidiaries the entities listed on Schedule 3.1(b) have not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of TCA Seller or any of its Subsidiaries (including, without limitation, any TCA Debentures)the Seller Subsidiaries, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt stock or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to TCA Seller or a wholly-owned Subsidiary of TCASeller); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of TCA Seller or its the Seller Subsidiaries or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of TCA Seller or its the Seller Subsidiaries, other than pursuant to and in accordance with the TCA Seller Stock Plans, Directors' Plan and TCA Purchase Plan other than as disclosed on Schedule 3.6 to the TCA Disclosure Statement; (c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 200,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) exceeding $100,000 200,000 in the aggregate, (iii) entered into any oral or written agreement, material agreement or any material commitment or transaction or incurred any liability involvingliabilities material to Seller and the Seller Subsidiaries taken as a whole, in any one case, or involving in excess of $100,000500,000; (d) instituted any change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the TCA Seller Financial Statements; (e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess in each case of an amount equal to $100,000 plus amounts previously reserved as reflected in the TCA Seller Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or and in the aggregate exceed $100,000200,000; (g) (i) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay to any PersonPerson other than in the ordinary course of business and consistent with past practice; (iii) entered into any oral or written employment, consulting, indemnification or severance agreement with any Person; (iv) other than as required by law, adopted, become obligated under, or amended any employee benefit plan, program or arrangement; or (v) repriced any TCA Seller Options; (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber, or otherwise dispose of, any material properties, properties (including intangibles, real, personal or mixed), it being understood that this clause (h) does not extend to sales of inventory in the ordinary course of business; (i) amended its Articles articles of Organizationincorporation, bylaws, or any other charter document, or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of TCA Seller and its the Seller Subsidiaries in such calendar month resulted in such capital expenditures exceeding $150,000 200,000 in the aggregate; (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business; (l) waived, released, assigned, settled or compromised any material claim or litigation, or commenced a lawsuit other than for the routine collection of bills; or; (m) agreed or proposed to do any of the things described in the preceding clauses (a) through (l) other than as expressly contemplated or provided for in this Agreement. 3.11.

Absence of Changes or Events. Except as contemplated by set forth in Section 3.15 of the LLC Disclosure Schedule, from the date of the Balance Sheet to the date of this Agreement, since the Reference Date no TCA (i) there has not been any event or occurrence that has resulted in a LLC Material Adverse Effect Effect; (ii) there has occurred andnot been any loss, in addition, TCA and its Subsidiaries have not, directly damage or indirectly: (a) purchased, otherwise acquireddestruction to, or agreed to purchase or otherwise acquireany interruption in the use of, any shares of capital stock the assets of the LLC (whether or any indebtedness not covered by insurance) having a net book value in the aggregate in excess of TCA or any of its Subsidiaries $2,000; (includingiii) the LLC has not (x) declared, without limitation, any TCA Debentures), or declaredaccrued, set aside or paid any dividend or otherwise made a any other distribution (whether in cash, stock, debt or property or any combination thereof) in respect of their capital stock (other than dividends any of the membership interests in the LLC or other distributions payable solely to TCA securities, or a wholly-owned Subsidiary of TCA); (by) authorized for issuancerepurchased, issued, sold, delivered, granted redeemed or issued otherwise reacquired any options, warrants, calls, subscriptions membership interests in the LLC or other rights for, securities; (iv) the LLC has not purchased or otherwise agreed or committed to issue, sell or deliver acquired any shares of assets from any class of capital stock of TCA or its Subsidiaries or any securities convertible into or exchangeable or exercisable other Persons for shares of any class of capital stock of TCA or its Subsidiaries, other than pursuant to and in accordance with the TCA Stock Plans, Directors' Plan and TCA Purchase Plan other than as disclosed on Schedule 3.6 to the TCA Disclosure Statement; (c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 consideration in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) exceeding $100,000 in the aggregate, (iii) entered into any oral or written agreement, commitment or transaction or incurred any liability involving, in any one case, aggregate in excess of $100,000; (d) instituted any change in accounting methods2,000, principles or practices other than as required by GAAP or the rules and regulations promulgated except for supplies acquired by the SEC and disclosed LLC in the notes to Ordinary Course of Business; (v) the TCA Financial Statements; (e) revalued LLC has not written off as uncollectible, or established any assetsextraordinary reserve with respect to, including without limitation, writing down the value of inventory any account receivable or writing off notes or accounts receivable other Indebtedness in an aggregate amount in excess of amounts previously reserved $20,000; (vi) the LLC has not incurred, assumed or otherwise become subject to any Liability in an aggregate amount in excess of $5,000, other than accounts payable (of the type required to be reflected as reflected current liabilities in the TCA Balance Sheet; (f“liabilities” column of a balance sheet prepared in accordance with GAAP) suffered any damage, destruction or loss, whether covered incurred by insurance or not, except for such as would not, individually or the LLC in bona fide transactions entered into in the aggregate exceed $100,000; Ordinary Course of Business; (ivii) increased in any manner the compensation of LLC has not changed any of its directors, officers or, other than methods of accounting or accounting practices in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay to any Personrespect; (iiiviii) the LLC has not entered into any oral transaction or written employment, consulting, indemnification or severance agreement with any Person; (iv) other than as required by law, adopted, become obligated under, or amended any employee benefit plan, program or arrangement; or (v) repriced any TCA Options; (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber, or otherwise dispose of, any material properties, (including intangibles, real, personal or mixed), it being understood that this clause (h) does not extend to sales of inventory in the ordinary course of business; (i) amended its Articles of Organization, bylaws, or taken any other charter documentaction outside the Ordinary Course of Business; and (ix) the LLC has not agreed, committed or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; offered (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of TCA and its Subsidiaries in such calendar month resulted in such capital expenditures exceeding $150,000 in the aggregate; (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent writing or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business; (l) waived, released, assigned, settled or compromised any material claim or litigation, or commenced a lawsuit other than for the routine collection of bills; or (m) agreed or proposed to do take any of the things described actions referred to in the preceding clauses “(a) iii)” through “(l) other than as expressly contemplated or provided for in this Agreement. 3.11viii)” above.

Absence of Changes or Events. Except as contemplated by this AgreementAgreement or as disclosed on Schedule 3.9, since June 30, 2011 (the “Reference Date Date”), no TCA state of facts, change, event or effect that has had or could reasonably be expected to have Company Material Adverse Effect has occurred and, in addition, TCA Company, the Company Subsidiaries and its Subsidiaries the entities listed on Schedule 3.1(b) have not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of TCA Company or any of its Subsidiaries (including, without limitation, any TCA Debentures)the Company Subsidiaries, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt stock or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to TCA Company or a wholly-owned Subsidiary of TCACompany); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of TCA Company or its the Company Subsidiaries or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of TCA Company or its Subsidiaries, the Company Subsidiaries other than pursuant to and in accordance with the TCA Company Stock Plans, Directors' Plan and TCA Purchase Plan other than as disclosed on Schedule 3.6 to the TCA Disclosure Statement; (c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 100,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) exceeding $100,000 in the aggregate, (iii) entered into any oral or written agreement, material agreement or any material commitment or transaction or incurred any liability involvingliabilities material to Company and the Company Subsidiaries taken as a whole, in any one case, or involving in excess of $100,000; (d) instituted any material change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the TCA Company Financial Statements; (e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess in each case of an amount equal to $100,000 plus amounts previously reserved as reflected in the TCA Company Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or and in the aggregate exceed $100,000; (ig) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay to any PersonPerson other than in the ordinary course of business and consistent with past practice; (iii) other than in the ordinary course of business consistent with past practice entered into any oral or written employment, consulting, indemnification or severance agreement with any Person; (iv) other than as required by law, adopted, become obligated under, or amended any employee benefit plan, program or arrangement; or (v) repriced any TCA Company Options; (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber, or otherwise dispose of, any material properties, properties (including intangibles, real, personal or mixed), it being understood that this clause (h) does not extend to sales of inventory in the ordinary course of business; (i) amended its Articles articles of Organizationincorporation, bylaws, or any other charter document, or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of TCA Company and its the Company Subsidiaries in such calendar month resulted in such capital expenditures exceeding $150,000 100,000 in the aggregate; (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business; (l) waived, released, assigned, settled or compromised any material claim or litigation, or commenced a lawsuit other than for the routine collection of bills; or; (m) agreed or proposed to do any of the things described in the preceding clauses (a) through (l) other than as expressly contemplated or provided for in this Agreement. 3.11.

Absence of Changes or Events. Except as contemplated by this Agreement, since the Reference Balance Sheet Date no TCA FabCentric Material Adverse Effect has occurred and, in addition, TCA and its Subsidiaries have FabCentric has not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of TCA or any of its Subsidiaries (including, without limitation, any TCA Debentures)FabCentric, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt stock or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to TCA FabCentric or a wholly-wholly owned Subsidiary of TCAFabCentric); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of TCA or its Subsidiaries FabCentric or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of TCA or its SubsidiariesFabCentric, other than pursuant to and in accordance with the TCA FabCentric Stock Plans, Directors' Plan and TCA Purchase Plan other than as disclosed on Schedule 3.6 to the TCA Disclosure Statement; (c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 25,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) exceeding $100,000 25,000 in the aggregate, (iii) entered into any oral or written agreement, material agreement or any commitment or transaction or incurred any liability involvingliabilities material to FabCentric taken as a whole, in any one case, or involving in excess of $100,00025,000; (d) instituted any change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the TCA FabCentric Financial Statements; (e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess of amounts previously reserved as reflected in the TCA FabCentric Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or and in the aggregate exceed $100,00025,000; (g) (i) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay to any Person; (iii) entered into any oral or written employment, consulting, indemnification or severance agreement with any Person; (iv) other than as required by law, adopted, become obligated under, or amended any employee benefit plan, program or arrangement; or (v) repriced any TCA FabCentric Options; (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber, or otherwise dispose of, any material properties, (including intangibles, real, personal or mixed), it being understood that this clause (h) does not extend to sales of inventory in the ordinary course of business; (i) amended its Articles of OrganizationIncorporation, bylaws, or any other charter document, or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of TCA and its Subsidiaries FabCentric in such calendar month resulted in such capital expenditures exceeding $150,000 25,000 in the aggregate; (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business; (l) waived, released, assigned, settled or compromised any material claim or litigation, or commenced a lawsuit other than for the routine collection of bills; or; (m) agreed or proposed to do any of the things described in the preceding clauses (a) through (l) other than as expressly contemplated or provided for in this Agreement. 3.11.

Absence of Changes or Events. Except as contemplated by this Agreement, since the Reference Date March 31, 2003, no TCA state of facts, change, event or effect that has had or could reasonably be expected to have Seller Material Adverse Effect has occurred and, in addition, TCA Seller, the Seller Subsidiaries and its Subsidiaries the entities listed on Schedule 3.1(b) have not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of TCA Seller or any of its Subsidiaries (including, without limitation, any TCA Debentures)the Seller Subsidiaries, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt stock or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to TCA Seller or a wholly-owned Subsidiary of TCASeller); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of TCA Seller or its the Seller Subsidiaries or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of TCA Seller or its the Seller Subsidiaries, other than pursuant to and in accordance with the TCA Seller Stock Plans, Directors' Plan and TCA Purchase Plan other than as disclosed on Schedule 3.6 to the TCA Disclosure Statement; (c) (i) created or incurred any indebtedness for borrowed money exceeding $250,000 200,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation (including, without limitation, TEC or any Subsidiary of TEC that is not TCA or a Subsidiary of TCA) exceeding $100,000 200,000 in the aggregate, (iii) entered into any oral or written agreement, material agreement or any material commitment or transaction or incurred any liability involvingliabilities material to Seller and the Seller Subsidiaries taken as a whole, in any one case, or involving in excess of $100,000500,000; (d) instituted any change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the TCA Seller Financial Statements; (e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess in each case of an amount equal to $100,000 plus amounts previously reserved as reflected in the TCA Seller Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or and in the aggregate exceed $100,000200,000; (i) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay to any PersonPerson other than in the ordinary course of business and consistent with past practice; (iii) entered into any oral or written employment, consulting, indemnification or severance agreement with any Person; (iv) other than as required by law, adopted, become obligated under, or amended any employee benefit plan, program or arrangement; or (v) repriced any TCA Seller Options; (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber, or otherwise dispose of, any material properties, properties (including intangibles, real, personal or mixed), it being understood that this clause (h) does not extend to sales of inventory in the ordinary course of business; (i) amended its Articles articles of Organizationincorporation, bylaws, or any other charter document, or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of TCA Seller and its the Seller Subsidiaries in such calendar month resulted in such capital expenditures exceeding $150,000 200,000 in the aggregate; (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business; (l) waived, released, assigned, settled or compromised any material claim or litigation, or commenced a lawsuit other than for the routine collection of bills; or; (m) agreed or proposed to do any of the things described in the preceding clauses (a) through (l) other than as expressly contemplated or provided for in this Agreement. 3.11.