Common use of Absence of Changes or Events Clause in Contracts

Absence of Changes or Events. Since the Interim Balance Sheet Date, each Brand Company has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior to the date hereof, has) (i) conducted its business in the ordinary course consistent with past practice, and there has not occurred any change, effect, event, condition or circumstance that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect, (ii) used its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities, and other third parties and to keep available the services of its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating or misappropriating any Intellectual Property of any third party (assuming that the practices, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Date, except in the ordinary course of business consistent with past practice or as would not be material and adverse to the Brand Companies: (a) none of the Brand Companies has sold, leased, transferred, or assigned any of its assets, tangible or intangible, to a third party for more than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of its assets, including Company Intellectual Property; (b) none of the Brand Companies has acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (c) none of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000; (d) none of the Brand Companies has made or committed to make any capital expenditure in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business; (e) none of the Brand Companies has issued, created, incurred, assumed, or guaranteed any Indebtedness involving more than $50,000; (f) none of the Brand Companies has changed any of its payment policies with landlords, vendors, suppliers or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $250,000; (k) none of the Brand Companies has granted any increase in the base compensation or wages of any of its directors or officers or employees outside of the ordinary course of business; (l) none of the Brand Companies has (1) made, revoked or amended any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxes; (m) none of the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability in excess of $50,000; (n) none of the Brand Companies has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has made any change in its accounting methods or principles except as required by or in a manner consistent with GAAP and Applicable Laws; (p) none of the Brand Companies has sold, transferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses to customers granted in the ordinary course of business consistent with past practice, (ii) to other Brand Companies, and (iii) pursuant to the Contribution Agreement or the Gaia Agreements; and (q) other than as set forth above, none of the Brand Companies has entered into or agreed to enter into any Contract relating to any of the foregoing.

Absence of Changes or Events. Since the Interim Most Recent Balance Sheet Date, each Brand Company has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior to the date hereof, has) (i) conducted its business in the ordinary course consistent with past practice, and there Seller has not occurred taken any change, effect, event, condition or circumstance that, individually or action of a type identified in the aggregate, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect, Section 5.1.2; (ii) used its commercially reasonable efforts to preserve intact its business organization Seller has conducted and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities, and other third parties and to keep available operated the services of its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating or misappropriating any Intellectual Property of any third party (assuming that the practices, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Date, except Portamedic Business in the ordinary course of business consistent with past business, (iii) there has not been a material change in any method of accounting or accounting practice for the Portamedic Business; (iv) there has not been any material damage to or as would not be material and adverse destruction or loss of any Transferred Asset (or other assets or properties owned or previously owned by Seller or its Affiliates relating to the Brand Companies: Portamedic Business), whether or not such damage, destruction or loss is covered by insurance; (av) none of the Brand Companies there has soldnot been any sale, leased, transferred, lease or assigned any of its assets, tangible or intangible, to a third party for more than $100,000 or caused or permitted to exist any Lien other disposition (other than Permitted Liens) on any uses of its assets, including Company Intellectual Property; (b) none of the Brand Companies has acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (c) none of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000; (d) none of the Brand Companies has made or committed to make any capital expenditure Inventories in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business; ) of any Transferred Asset (eor other assets or properties owned or previously owned by Seller or its Affiliates relating to the Portamedic Business); (vi) none there has not been any creation of any Encumbrance, other than a Permitted Encumbrance, on any Transferred Asset; (vii) Seller has not received notice in writing (and to Seller’s Knowledge there has been no other indication) by any landlord, carrier, insurer, vendor, customer, supplier or other Person having business dealings with the Brand Companies Portamedic Business of any intention to discontinue, diminish or change the terms or conditions of its relationship with Seller (or with Buyer following the Closing); (viii) there has issued, created, incurred, assumed, not been any cancellation or guaranteed waiver of any Indebtedness claims or rights by Seller or any other Person relating to the Portamedic Business in any material respect; (ix) no Contract involving payments during calendar year 2012 or 2013 of more than $50,000; 100,000 (fin either or a combination of both such years) none of relating to the Brand Companies Portamedic Business has changed been terminated ; (x) there has been no acceleration, termination, material modification to, cancellation or, waiver under any of its payment policies with landlords, vendors, suppliers or other creditors or collection policies with respect material Contract relating to customers; (g) none of the Brand Companies and there has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $250,000; (k) none of the Brand Companies has granted any increase been no material change in the base compensation properties, assets, rights, conduct or wages of operations of) Seller’s Portamedic Business; (xi) there has not been any of its directors or officers or employees outside of the ordinary course of business; (l) none of the Brand Companies has (1) made, revoked or amended Contract to take any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxes; (m) none of the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability action identified in excess of $50,000; (n) none of the Brand Companies has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in clauses of this Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has made any change in its accounting methods or principles except as required by or in a manner consistent with GAAP and Applicable Laws; (p) none of the Brand Companies has sold, transferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses to customers granted in the ordinary course of business consistent with past practice, (ii) to other Brand Companies, 3.13; and (iiixii) pursuant there has not been any event, change, or development that has had or could reasonably be expected to the Contribution Agreement or the Gaia Agreements; and (q) other than as set forth above, none of the Brand Companies has entered into or agreed to enter into any Contract relating to any of the foregoinghave a Material Adverse Effect.

Absence of Changes or Events. Since June 30, 2005 (a) there has not been any ALLTEL Material Adverse Effect (for the Interim Balance Sheet Datepurposes of this Section 3.22, each Brand Company ALLTEL Material Adverse Effect shall not include any effect as a result of the consummation of the transactions contemplated by and in accordance with the terms of the Western Merger Agreement, the entry of the DOJ Consent Decree, or the appointment of the Management Trustee in accordance with the terms of the Governing Regulatory Documents) and (b) except as set forth in Schedule 3.22, none of ALLTEL nor any Affiliate thereof has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior with respect to the date hereof, has) ALLTEL Business): (i) conducted its business discharged or satisfied any Lien or paid any liabilities other than in the ordinary course of the operation of the ALLTEL Business consistent with past practice, and there has not occurred or failed to pay or discharge when due any change, effect, event, condition or circumstance that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect, liabilities; (ii) used its commercially reasonable efforts sold, encumbered, assigned, transferred or otherwise disposed of any assets or properties (including rights or interests with respect to preserve intact its business organization and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental such assets or properties) relating to the ALLTEL Business which the ALLTEL Entities, and other third parties and ALLTEL Newco or any Affiliate thereof purported to keep available the services own as of its current officers and employeesJune 30, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating 2005 or misappropriating on any Intellectual Property of any third party (assuming that the practices, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Datedate since such date, except in the ordinary course of business the operation of the ALLTEL Business consistent with past practice practice; (iii) incurred any indebtedness (or as would not be material and adverse made any guaranties in respect thereof) relating to the Brand Companies: (a) none of the Brand Companies has sold, leased, transferred, ALLTEL Business for which USCC or assigned any of its assets, tangible or intangible, to a third party for more than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of its assetsan Affiliate thereof, including Company Intellectual Property; (b) none of ALLTEL Newco, will be liable after the Brand Companies has acquired by merging Effective Time or consolidating with, or by purchasing a substantial portion subjected any of the assets ofor properties relating to the ALLTEL Business owned by an ALLTEL Entity, ALLTEL Newco or an Affiliate thereof to any Lien other than a Permitted Lien; (iv) made or suffered any amendment or termination of (or received notice of another party’s intent to terminate or received written notice of termination from another party with respect to) any ALLTEL System Contract, or canceled, modified or waived any substantial debts or claims held by it or waived any other mannerrights of substantial value relating to the ALLTEL Business, any business or any corporation, partnership, association or other business organization or division thereof; (c) none of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000; (d) none of the Brand Companies has made or committed to make any capital expenditure in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business; (e) none of the Brand Companies has issued, created, incurred, assumed, or guaranteed any Indebtedness involving more than $50,000; (f) none of the Brand Companies has changed any of its payment policies with landlords, vendors, suppliers or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $250,000; (k) none of the Brand Companies has granted any increase in the base compensation or wages of any of its directors or officers or employees outside of the ordinary course of business; (l) none of the Brand Companies has (1) made, revoked or amended any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxes; (m) none of the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability in excess of $50,000; (n) none of the Brand Companies has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has made any change in its accounting methods or principles except as required by or in a manner consistent with GAAP and Applicable Laws; (p) none of the Brand Companies has sold, transferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses to customers granted in the ordinary course of business the operation of the ALLTEL Business consistent with past practice, ; (iiv) to other Brand Companies, and (iii) pursuant to the Contribution Agreement or the Gaia Agreements; and (q) other than as set forth above, none of the Brand Companies has entered into or agreed to enter into any Contract relating to changed any of the foregoingaccounting principles followed by an ALLTEL Entity, ALLTEL Newco or an Affiliate thereof relating to the operation of the ALLTEL System or the methods of applying such principles or made or changed any Tax elections relating to the operation of the ALLTEL System; (vi) entered into any transaction relating to the ALLTEL Business, except in the ordinary course of the operation of the ALLTEL Business consistent with past practice; (vii) made any material change in the monetary compensation or other employment arrangement of any ALLTEL Designated Employee (other than customary annual increases in the monetary compensation of ALLTEL Designated Employees); or (viii) agreed, orally or in writing, or granted any other person an option, to do any of the things specified in subparagraphs (i) through (vii) above.

Absence of Changes or Events. Since Except as set forth in the Interim applicable subsection of Section 4.05 of the Disclosure Schedules, since the Balance Sheet Date, each Brand Company has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior to the date hereof, has), (ia) Seller has conducted its business the Business only in the ordinary course of business consistent with the past practicecustoms and practices of the Business; (b) There has occurred no event, and there occurrence, or development that has had a Material Adverse Effect; (c) Seller has not occurred any changeincurred loss of, effector damage to, event, condition or circumstance that, the Purchased Assets in excess of $25,000 individually or $50,000 in the aggregate; (d) No Encumbrances, except for Permitted Encumbrances, have been imposed or permitted to exist upon any of the Purchased Assets; (e) Seller has resulted in not sold, exchanged, transferred, licensed or would reasonably be expected to result in a Company Material Adverse Effect, (ii) used its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities, and other third parties and to keep available the services otherwise disposed of any of its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating or misappropriating any Intellectual Property of any third party (assuming that the practices, customs, actions and omissions in effect on or taken prior assets related to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet DateBusiness, except in the ordinary course of business consistent with past practice or as would not be material and adverse to the Brand Companies: (a) none except for any assets for an amount of the Brand Companies has sold, leased, transferred, or assigned any of its assets, tangible or intangible, to a third party for more less than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of its assets, including Company Intellectual Property25,000; (bf) none of the Brand Companies Seller has acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (c) none of the Brand Companies has not entered into any Contract outside agreement, contract, lease or license (or series of related agreements, contracts, leases, and licenses) relating to the ordinary course of business requiring aggregate expenditures Business involving payment by the Business of more than $50,00025,000 after the Closing; (dg) none Neither the Company nor any of its subsidiaries has canceled, compromised, waived or released any debts or claims related to the Brand Companies Business involving more than $25,000; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (h) There has not been any labor dispute or disturbance adversely affecting the Business, including the filing of any petition or charge of unfair labor practice with any Governmental Authority, efforts to effect a union representation election, actual or threatened employee strike, work stoppage or slowdown; (i) there has not been any employment, severance, termination, retention, change of control or similar agreements or arrangements entered into or modified by Seller related to any Transferred Employee that will be a Liability of Buyer, or (ii) except as would not result in an aggregate incremental cost to Seller of $15,000 or more, any bonuses, salary increases, severance or termination pay made or committed granted by Seller to make any capital expenditure Transferred Employee; (j) Except as required by Law, Seller has not adopted, amended, modified established, terminated or materially increased benefits under any Benefit Plan; (k) Seller has not adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filed a petition in excess bankruptcy under any provisions of $50,000, individually, federal or $150,000, state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law; (l) Seller has not made any material change in any method of accounting or accounting practice for the aggregate, outside of Business; (m) Except as in the ordinary course of business; (e) none of the Brand Companies , no party has issuedterminated, createdcancelled, incurredamended, assumedmodified, or guaranteed accelerated any Indebtedness involving more than $50,000; (f) none of the Brand Companies has changed Material Contract or waived any of its payment policies with landlords, vendors, suppliers or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of material rights under any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $250,000; (k) none of the Brand Companies has granted any increase in the base compensation or wages of any of its directors or officers or employees outside of the ordinary course of business; (l) none of the Brand Companies has (1) made, revoked or amended any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxes; (m) none of the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability in excess of $50,000;such Material Contract; and (n) none of the Brand Companies Seller has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has not made any change in its accounting methods or principles except as required by or in a manner consistent with GAAP and Applicable Laws; (p) none of the Brand Companies has sold, transferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses agreement to customers granted in the ordinary course of business consistent with past practice, (ii) to other Brand Companies, and (iii) pursuant to the Contribution Agreement or the Gaia Agreements; and (q) other than as set forth above, none of the Brand Companies has entered into or agreed to enter into any Contract relating to do any of the foregoing, or any action or omission that would result in any of the foregoing, other than negotiations with Buyer and its Representatives regarding the transactions contemplated by this Agreement.

Absence of Changes or Events. (a) Since the Interim Balance Sheet Date, each Brand Company has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior to the date hereof, has) (i) conducted its business in the ordinary course consistent with past practice, and there has not occurred been any change, effect, event, condition event or circumstance that, individually or in the aggregate, occurrence that has resulted in had or would reasonably be expected to result in have a Company Seller Material Adverse Effect. (b) From the Balance Sheet Date to the date of this Agreement, except as set forth in Section 3.13(b) of the Seller Disclosure Schedule, Seller has caused the Business to be conducted in all material respects in the ordinary course and: (i) the Company has not made any distribution to any holder of any Equity Interests, whether or not upon or in respect of any interests of the Company; (ii) used its commercially reasonable efforts neither Seller nor the Company has granted to preserve intact its business organization and goodwill and relationships with customersany Employee any material increase in base salary, supplierswages, licensorsbonuses, licenseesincentive compensation, distributorspension, Governmental Entitiesseverance, and other third parties and to keep available the services of its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating enhanced payment or misappropriating any Intellectual Property of any third party (assuming that the practices, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Datetermination pay, except (A) in the ordinary course of business consistent business, (B) in connection with past practice a promotion based on job performance or workplace requirements or (C) as would not be material and adverse to the Brand Companies:may have been required under existing agreements, including any Company Benefit Plan, or applicable Law; (aiii) none of the Brand Companies Company has not made any material change in its accounting methods, principles or practices except as required by GAAP or by applicable Law; (iv) the Company has not incurred or guaranteed any indebtedness for borrowed money; (v) neither Seller nor the Company has sold, leasedleased or otherwise disposed of any assets of the Company used in the operation or conduct of the Business, transferredexcept for (A) sales of raw materials, work-in-process, finished goods, supplies, parts, spare parts and other inventories, in each case, in the ordinary course of business, (B) assets that were obsolete or assigned any of no longer used in the Business and (C) cash distributions to its assets, tangible or intangible, to a third party for more than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of its assets, including Company Intellectual PropertyAffiliates; (bvi) none of the Brand Companies Company has acquired not consummated the acquisition of, by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (c) none or a substantial portion of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000; assets thereof (d) none of the Brand Companies has made or committed to make any capital expenditure in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business; (e) none of the Brand Companies has issued, created, incurred, assumed, or guaranteed any Indebtedness involving more than $50,000; (f) none of the Brand Companies has changed any of its payment policies with landlords, vendors, suppliers or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $250,000; (k) none of the Brand Companies has granted any increase in the base compensation or wages of any of its directors or officers or employees outside of the ordinary course of business; (l) none of the Brand Companies has (1) made, revoked or amended any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxes; (m) none of the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability in excess of $50,000; (n) none of the Brand Companies has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has made any change in its accounting methods or principles except as required by or in a manner consistent with GAAP and Applicable Laws; (p) none of the Brand Companies has sold, transferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses to customers granted in the ordinary course of business consistent with past practice, (ii) to other Brand Companies, and (iii) pursuant to the Contribution Agreement or the Gaia Agreementsinventory); and (qvii) other than neither Seller nor the Company, as set forth aboveapplicable, none of the Brand Companies has entered into authorized or agreed to enter into any Contract relating to do, whether in writing or otherwise, any of the foregoingforegoing actions.

Absence of Changes or Events. Since the Interim Balance Sheet DateFrom February 1, each Brand Company has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior 2004 to the date hereofof this Agreement, has)the Business has been conducted in the ordinary course substantially consistent with past practice. Without limiting the generality of the immediately preceding sentence, from February 1, 2004 to the date of this Agreement, Sellers have not: (i) conducted its business in the ordinary course consistent with past practice, and there suffered any damage to or destruction of any Assets or other event or occurrence that has not occurred any change, effect, event, condition or circumstance that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect, ; (ii) used its commercially reasonable efforts granted to preserve intact its business organization and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities, and other third parties and to keep available the services of its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating any officer or misappropriating any Intellectual Property of any third party (assuming that the practices, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Date, except in the ordinary course of business consistent with past practice or as would not be material and adverse to the Brand Companies: (a) none of the Brand Companies has sold, leased, transferred, or assigned any of its assets, tangible or intangible, to a third party for more than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of its assets, including Company Intellectual Property; (b) none of the Brand Companies has acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (c) none of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000; (d) none of the Brand Companies has made or committed to make any capital expenditure in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business; (e) none of the Brand Companies has issued, created, incurred, assumed, or guaranteed any Indebtedness involving more than $50,000; (f) none of the Brand Companies has changed any of its payment policies with landlords, vendors, suppliers or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $250,000; (k) none of the Brand Companies has granted director-level Employee any increase in the base compensation or wages of any of its directors or officers or employees outside of the ordinary course of business; (l) none of the Brand Companies has (1) madeother material benefits, revoked or amended any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxes; (m) none of the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability in excess of $50,000; (n) none of the Brand Companies has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has made any change in its accounting methods or principles except as required by under existing agreements or in a manner consistent with GAAP and Applicable Laws; (p) none of the Brand Companies has sold, transferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses to customers granted in the ordinary course of business consistent with past practice, (iiand except for retention agreements disclosed in Section 6(o) to other Brand Companies, of the Disclosure Schedule and not extending past the Cut-Off Date; (iii) granted any mortgage, pledge, lien or encumbrance on, or agreed to the imposition of any restriction or charge of any kind with respect to, any of the Assets, other than pursuant to purchase money agreements, conditional sales contracts, capital leases, operating leases or Licenses affecting non-Real Estate Assets disclosed in Section 6(k) of the Contribution Disclosure Schedule or the non- disclosure of which in Section 6(k) of the Disclosure Schedule would not constitute a misrepresentation under Section 6(k) hereof; (iv) purchased or otherwise acquired any Assets that are material, individually or in the aggregate, to the Business (other than purchases of inventory in the ordinary course of business consistent with past practice); (v) sold or otherwise disposed of any Assets that are material, individually or in the aggregate, to the Business (other than sales of inventory or Charged-Off Accounts in the ordinary course of business consistent with past practice); (vi) materially adversely modified or amended any Material Contract, Leasehold Interest or Real Estate Agreement or the Gaia Agreements; andtaken or failed to take any other action with respect thereto or with respect to any Real Estate which would materially adversely affect Buyer's rights or obligations with respect thereto; (qvii) made any change in accounting methods or principles or credit policies or procedures applicable to the Business; (viii) transferred outside of the Business any employee on the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ payroll at the level of manager or above; or (ix) other than as set forth abovethis Agreement, none of the Brand Companies has entered into or agreed to enter into any Contract relating to do any of the foregoing.

Absence of Changes or Events. (a) Since the Interim Balance Sheet Date, each Brand the Company has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior to the date hereof, has) (i) conducted its business in the ordinary course consistent with past practiceof business (including, without limitation, the collection of receivables, the payment of payables and the making of capital expenditures) and there has not occurred any change, effect, event, event or condition or circumstance thatwhich, individually or in the aggregate, has resulted in had or would reasonably be expected to result in have a Company Material Adverse EffectEffect on the Company. Without limiting the generality of the foregoing, (iisince the Balance Sheet Date, except as set forth in Section 4.6(a) of the Company Disclosure Letter, the Company has used its commercially reasonable efforts to preserve intact its business and business organization intact, to retain its Permits, and to preserve the existing Contracts and goodwill and relationships with customersof its insureds, suppliers, licensorsvendors, licenseesservice providers, distributorsinsurance carriers, Governmental Entitiesretail brokers, agents, personnel and other third parties and to keep available others having business relations with it. (b) Without limiting the services generality of its current officers and employeesthe foregoing, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating or misappropriating any Intellectual Property of any third party (assuming that since the practices, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Date, except as set forth in Section 4.6(b) of the ordinary course of business consistent with past practice or as would not be material and adverse to Company Disclosure Letter, the Brand CompaniesCompany has not: (ai) none of the Brand Companies has sold, leased, transferred, or assigned amended any of its assetsOrganizational Documents; (ii) changed the compensation of any of its directors, tangible officers, Business Employees, managers, agents, representatives or intangibleconsultants, or paid or agreed to a third party pay any bonus or similar payment (other than bonus payments or other amounts to which the Company is committed and which are expressly disclosed in this Agreement); (iii) incurred any Indebtedness, made any loans or advances, issued any debt securities or assumed, guaranteed or otherwise became responsible for more than $100,000 the obligations of any Person, or caused subjected any of its properties or permitted assets to exist any Lien (other than a Permitted Liens) on Lien), except for the routine advancement of expenses to any of its assets, including Company Intellectual Property; (b) none employee of the Brand Companies has acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (c) none of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000; (d) none of the Brand Companies has made or committed to make any capital expenditure Company in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business; (eiv) none of entered into, materially amended or terminated (except to the Brand Companies has issued, created, incurred, assumed, or guaranteed extent expired pursuant to its terms since the Balance Sheet Date) any Indebtedness involving more than $50,000Material Contract; (fv) none of the Brand Companies has changed any of its payment policies with landlordsacquired, vendors, suppliers or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issueddisposed, sold, leased or otherwise disposed of licensed any of its capital stockassets or properties, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect commitment to its capital stock (whether do so, except in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $250,000; (k) none of the Brand Companies has granted any increase in the base compensation or wages of any of its directors or officers or employees outside of the ordinary course of business; (lvi) none adopted or changed any method of accounting (including any method of Tax accounting); (vii) changed its method of management, reporting or operations, in each case, in any material respect; (viii) promoted, demoted, changed the job title of, or otherwise altered in any material respect the responsibilities or duties of, any management employee or officer of the Brand Companies has Company; (1ix) mademade or caused to be made any dividend, revoked distribution, redemption, repurchase, recapitalization, reclassification, issuance, split, combination or amended other transaction involving the capital stock or other equity securities of the Company, or any option, warrant or right to acquire any such capital stock or equity securities; (x) filed or made any change to any material Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business election or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxes; (m) none of the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability in excess of $50,000; (n) none of the Brand Companies has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has made any change in its accounting methods or principles except as required by or in a manner consistent with GAAP and Applicable LawsLaw; (pxi) none of the Brand Companies has sold, transferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Propertychanged its commission payable to retail brokers, other than (i) non-exclusive licenses to customers granted in the ordinary course of business; (xii) acquired any business or Person, whether by merger or consolidation, purchase of assets or equity securities or any other manner; (xiii) canceled or waived any rights of substantial value, or paid, discharged or settled any claim of substantial value in an amount in excess of $25,000; (xiv) failed to make any capital expenditures consistent with past practicethe existing budget of the Company or committed to make any capital expenditures after the Closing Date, (ii) to other Brand Companiesin each case, and (iii) pursuant to the Contribution Agreement or the Gaia Agreements; andin an amount in excess of $25,000; (qxv) took any other than as set forth above, none of action which had or would reasonably be expected to have a Material Adverse Effect on the Brand Companies has entered into or agreed Company; or (xvi) committed to enter into any Contract relating to do any of the foregoingforegoing referred to in clauses (i) — (xv).

Absence of Changes or Events. (a) Since the Interim Balance Sheet Date, each Brand Company has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior to the date hereof, has) (i) conducted its business in the ordinary course consistent with past practice, and there has not occurred been any change, effect, event, condition event or circumstance that, individually or in the aggregate, occurrence that has resulted in had or would reasonably be expected to result in have a Company Material Adverse Effect, . (iib) used its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities, and other third parties and to keep available From the services of its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating or misappropriating any Intellectual Property of any third party (assuming that the practices, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Datedate of this Agreement, except as set forth in Section 3.13(b) of the Company Disclosure Schedule, the Company has caused the Business to be conducted in all material respects in the ordinary course and: (i) the Company has not granted to any Employee any material increase in base salary, wages, bonuses, incentive compensation, pension, severance, other enhanced payment or termination pay, except (A) in the ordinary course of business consistent business, (B) in connection with past practice a promotion based on job performance or workplace requirements or (C) as would not be material and adverse to the Brand Companies: (a) none of the Brand Companies has soldmay have been required under existing agreements, leased, transferredincluding any Transferred Benefit Plan, or assigned any of its assets, tangible or intangible, to a third party for more than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of its assets, including Company Intellectual Propertyapplicable Law; (bii) none the Company has not made any material change in its accounting methods, principles or practices except as required by GAAP or by applicable Law; (iii) the Company has not incurred or guaranteed any indebtedness for borrowed money; (iv) the Company has not sold, leased or otherwise disposed of any assets of the Brand Companies Company used in the operation or conduct of the Business, except for (A) sales of raw materials, work-in-process, finished goods, supplies, parts, spare parts and other inventories, in each case, in the ordinary course of business, (B) assets that were obsolete or no longer used in the Business and (C) cash distributions to its Affiliates; (v) the Company has acquired not consummated the acquisition of, by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (c) none or a substantial portion of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000; assets thereof (d) none of the Brand Companies has made or committed to make any capital expenditure in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business; (e) none of the Brand Companies has issued, created, incurred, assumed, or guaranteed any Indebtedness involving more than $50,000; (f) none of the Brand Companies has changed any of its payment policies with landlords, vendors, suppliers or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $250,000; (k) none of the Brand Companies has granted any increase in the base compensation or wages of any of its directors or officers or employees outside of the ordinary course of business; (l) none of the Brand Companies has (1) made, revoked or amended any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxes; (m) none of the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability in excess of $50,000; (n) none of the Brand Companies has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has made any change in its accounting methods or principles except as required by or in a manner consistent with GAAP and Applicable Laws; (p) none of the Brand Companies has sold, transferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses to customers granted in the ordinary course of business consistent with past practice, (ii) to other Brand Companies, and (iii) pursuant to the Contribution Agreement or the Gaia Agreementsinventory); and (qvi) other than as set forth above, none of the Brand Companies Company has entered into not authorized or agreed to enter into any Contract relating to do, whether in writing or otherwise, any of the foregoingforegoing actions.

Absence of Changes or Events. Since the Interim Balance Sheet DateJune 30, each Brand Company 2000, SeraNova has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior to the date hereof, has) (i) conducted its business in the ordinary course consistent with past practice, and there has not occurred been any change, effectevent or development to the Knowledge of SeraNova, eventor any discovery of any pre-existing facts, condition or circumstance that, individually or in the aggregate, that has resulted in or would is reasonably be expected likely to result in a Company Material Adverse Effect. Without limiting the generality of the foregoing sentence, except as set forth in Schedule 3.12 of the SeraNova Disclosure Schedule and as otherwise contemplated by this Agreement, SeraNova has not: (iii) used its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with customerstransferred, suppliersassigned, licensors, licensees, distributors, Governmental Entities, and other third parties and to keep available the services of its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating sold or misappropriating any Intellectual Property otherwise disposed of any third party (assuming that of the practicesassets reflected on the Balance Sheet, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Datecanceled any debts or claims, except in the ordinary course of business consistent with past practice or as would not be material and adverse to the Brand Companies: (a) none of the Brand Companies has sold, leased, transferred, or assigned any of its assets, tangible or intangible, to a third party for more than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of its assets, including Company Intellectual Propertypractice; (bii) none incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except obligations with respect of the Brand Companies has acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (c) none of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000; (d) none of the Brand Companies has made or committed to make any capital expenditure SeraNova Preferred Stock and those incurred in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business; (eiii) none of the Brand Companies has issued, created, incurred, assumeddischarged or satisfied any Liens, or guaranteed paid or satisfied any Indebtedness involving more than $50,000; material obligation or liability (f) none of the Brand Companies has changed any of its payment policies with landlordsabsolute, vendorsaccrued, suppliers contingent or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (iotherwise) other than in accordance with (x) liabilities shown or reflected on the Brand Companies’ Organizational Documents, none Balance Sheet or (y) liabilities incurred since the date of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $250,000; (k) none of the Brand Companies has granted any increase in the base compensation or wages of any of its directors or officers or employees outside of the ordinary course of business; (l) none of the Brand Companies has (1) made, revoked or amended any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxes; (m) none of the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability in excess of $50,000; (n) none of the Brand Companies has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has made any change in its accounting methods or principles except as required by or in a manner consistent with GAAP and Applicable Laws; (p) none of the Brand Companies has sold, transferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses to customers granted Balance Sheet in the ordinary course of business consistent with past practice, ; (iiiv) to other Brand Companiesthe Knowledge of SeraNova experienced any change, and (iii) pursuant to the Contribution Agreement or the Gaia Agreements; andreceived any threat of any change, in SeraNova's relations with, or any loss or threat of loss of, any significant suppliers, clients, partners or employees of SeraNova; (qv) other than as set forth abovedisposed of or failed to keep in effect any rights in, none to or for the use of the Brand Companies has any material license or intellectual property; (vi) incurred any damage, destruction or loss, whether or not covered by insurance, having a Material Adverse Effect; (vii) suffered any operating loss or any extraordinary loss, or waived any rights of substantial value, or entered into any commitment or transaction not in the ordinary course of business where such loss, rights, commitment or transaction has or would have a Material Adverse Effect; (viii) made any general wage or salary increases in respect of personnel which it employs, or paid any bonuses to personnel outside the ordinary course of business consistent with past practice; (ix) mortgaged, pledged, subjected to lien, granted a security interest in, or otherwise encumbered itself, or any material portion of its assets or property, whether tangible or intangible; (x) made any single capital expenditure in excess of $100,000; (xi) authorized or agreed or otherwise become committed to enter into any Contract relating to do any of the foregoing; or (xii) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income).

Absence of Changes or Events. Since Except as set forth on SCHEDULE 4.15, since the Interim date of the Latest Balance Sheet, there has not been any Material Adverse Effect on the Corporation Entities taken as a whole. Buyer acknowledges that there may have been disruption to the Corporation's business as a result of the announcement by the Corporation of its intention to sell such business (and there may be disruption to the Corporation's business as a result of the execution of this Agreement and the consummation of the transactions contemplated hereby), and Buyer acknowledges that such disruptions do not and shall not constitute a breach of this SECTION 4.15. Except as set forth on SCHEDULE 4.15, from the date of the Audited Balance Sheet Date, each Brand Company has (and Seller, in so far as it operated any aspect of the Brand Business or owned any asset constituting a Contributed Asset prior to the date hereof, has) (i) each Corporation Entity has caused its respective businesses to be conducted its business in the ordinary course consistent with past practice, practices and there has not occurred been: (a) any change(i) amendment to the certificate of incorporation, effectby-laws or other organizational documents of any Corporation Entity, event(ii) subdivision in any way or reclassification of any shares of capital stock of any Corporation Entity, condition or circumstance that(iii) change or agreement to change in any manner the rights of the outstanding capital stock of any Corporation Entity; (b) any waiver of any right of any Corporation Entity with a value in excess of $300,000, the cancellation of any right of any Corporation Entity with a value in excess of $300,000, or the cancellation of any debt or claim held by any Corporation Entity with a value in excess of $300,000, in each case other than any action taken in the ordinary course of business consistent with past practice; (c) any payment or declaration of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any securities of any Corporation Entity (other than the repurchase of stock options and capital stock from employees in connection with their termination); (d) any sale, assignment or transfer of any tangible or intangible assets of any Corporation Entity, except (i) in the ordinary course of business consistent with past practice, and (ii) assets for which the book value does not exceed $300,000 and which would not, in either case, be reasonably expected to have, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Company Material Adverse EffectEffect on the Corporation Entities taken as a whole; (e) any loan by any Corporation Entity to any officer, (ii) used its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with customersdirector, suppliersemployee, licensors, licensees, distributors, Governmental Entities, and other third parties and to keep available the services of its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating consultant or misappropriating any Intellectual Property shareholder of any third party Corporation Entity (assuming that the practices, customs, actions and omissions in effect on or taken prior other than advances to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Date, except such persons in the ordinary course of business consistent with past practice or as would not be material in connection with salary, wages, travel and adverse to the Brand Companies: (a) none of the Brand Companies has sold, leased, transferred, or assigned any of its assets, tangible or intangible, to a third party for more than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of its assets, including Company Intellectual Property; (b) none of the Brand Companies has acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association travel related expenses or other business organization or division thereof; (c) none of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000; (d) none of the Brand Companies has made or committed to make any capital expenditure in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business; (e) none of the Brand Companies has issued, created, incurred, assumed, or guaranteed any Indebtedness involving more than $50,000customary expenses); (f) none of the Brand Companies has changed any of its payment policies with landlords, vendors, suppliers or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction, destruction or loss (whether or not covered by insurance) which is reasonably expected to its property in excess of exceed $250,000300,000 to remedy; (kg) none of the Brand Companies has granted any increase increase, direct or indirect, in the base compensation paid or wages payable to any officer, director or key employee of any of its directors or officers or employees outside of Corporation Entity, other than in the ordinary course of business; (h) any change in the accounting or Tax methods, practices or policies or in any Tax election of any Corporation Entity, except for changes that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Corporation Entities taken as a whole; (i) any material capital expenditure or commitment for any material capital expenditure by any Corporation Entity, other than as set forth in the 2002 Fiscal Budget; (j) any material change in amount of insurance coverage; (k) any material change to, or increase in the amounts of, or acceleration of the payment or vesting of, any benefits under the Corporation Benefit Plans, and there has not been any Corporate Benefit Plan adopted or established by any Corporation Entity; (l) none of the Brand Companies has (1) madeany grants or increases in severance or termination pay to employees, revoked or amended any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside other than severance payments made in the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxesbusiness; (m) none any settlement of any litigation in which the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability amount in excess of controversy exceeds $50,000300,000; (n) none any grant or award of options or warrants to purchase the Brand Companies has discharged or settled capital stock of any Proceeding or LiabilityCorporation Entity, other than respect those grants required to any of the matters set forth in Section 5.14 of the Disclosure Schedule;be made by a Corporation Benefit Plan; or (o) none of the Brand Companies has made any change in its accounting methods agreement or principles except as required by commitment (contingent or in a manner consistent with GAAP and Applicable Laws; (p) none of the Brand Companies has sold, transferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses to customers granted in the ordinary course of business consistent with past practice, (iiotherwise) to other Brand Companies, and (iii) pursuant to the Contribution Agreement or the Gaia Agreements; and (q) other than as set forth above, none of the Brand Companies has entered into or agreed to enter into any Contract relating to do any of the foregoing.

Absence of Changes or Events. Since December 31, 2002, the Interim Balance Sheet Date, each Brand Company Business has (and Seller, been conducted only in so far as it operated any aspect the Ordinary Course of Business. Without limiting the generality of the Brand Business or owned foregoing, since December 31, 2002, Seller has not: (a) suffered any asset constituting a Contributed Asset prior to the date hereofmaterial adverse change which has had, has) (i) conducted its business in the ordinary course consistent with past practice, and there has not occurred any change, effect, event, condition or circumstance that, individually or in the aggregate, has resulted in or would reasonably be expected to result in have, a Company Material Adverse Effect, (ii) used its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities, and other third parties and to keep available the services of its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating or misappropriating any Intellectual Property of any third party (assuming that the practices, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Date, except in the ordinary course of business consistent with past practice or as would not be material and adverse to the Brand Companies: (a) none Knowledge of the Brand Companies Seller Parties, no other event has sold, leased, transferred, occurred or assigned any of its assets, tangible or intangible, circumstances exist that would reasonably be expected to cause a third party for more than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of its assets, including Company Intellectual Property; Material Adverse Effect; (b) none of the Brand Companies has acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (c) none of the Brand Companies has entered into any Contract outside of the ordinary course of business requiring aggregate expenditures of more than $50,000; (d) none of the Brand Companies has made or committed to make any capital expenditure in excess of $50,000, individually, or $150,000, in the aggregate, outside of the ordinary course of business; (e) none of the Brand Companies has issued, created, incurred, assumed, or guaranteed any Indebtedness involving more than $50,000; (f) none of the Brand Companies has changed any of its payment policies with landlords, vendors, suppliers or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced suffered any damage, destruction, destruction or casualty loss (whether or not covered by insurance) which has had, or would reasonably be expected to have, a Material Adverse Effect on the Business or the Purchased Assets; (c) converted any Current Assets of the Business into non-current assets other than in the Ordinary Course of Business consistent with past practice; (d) written down the value of any inventory of the Business or written off as uncollectible any notes or Accounts Receivable of the Business other than in the Ordinary Course of Business consistent with past practice; (e) canceled any debts of the Business or waived any material claims or rights relating to the Business other than in the Ordinary Course of Business; (f) sold, transferred, leased or otherwise disposed of any of its property properties or assets relating to the Business, except in excess the Ordinary Course of $250,000; Business and consistent with past practice; (g) except as set forth on SCHEDULE 5.11, disposed of, abandoned or permitted to lapse any rights to the use of any Seller IP; (h) agreed, whether in writing or otherwise, to take any action described in this Section 5.11; (i) made any material change in the accounting methods of Seller relating to the Business; (j) failed to pay or satisfy any of its debts, obligations or liabilities as the same become due and owing; or (k) none agreed to do any of the Brand Companies foregoing. In addition, without limiting the generality of the foregoing, except as set forth on SCHEDULE 5.11 and other than in the Ordinary Course of Business, since December 31, 2002, Seller has not: (i) granted any increase in the base rate or terms of compensation payable or wages to become payable to any officers, directors or employees of the Business or granted any extraordinary bonus or compensation to any employee of Seller during the year ended December 31, 2002 that was not paid in full during such year; (ii) granted any increase in the rate or terms of any of its directors bonus, insurance, pension or officers other employee benefit plan payment or employees outside of arrangement relating to the ordinary course of business; Business; (liii) none of the Brand Companies has (1) made, revoked or amended any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing employment bonus or similar, contract, or (3) surrendered deferred compensation agreement with any right to claim a refund of Taxes; (m) none employee of the Brand Companies has settled Business; (iv) entered into any agreement (including but not limited to, any borrowing, capital expenditure or compromised any dispute, claim or assessment regarding a Tax liability in excess capital financing of more than $50,000; ), material to the Business, except agreements in the Ordinary Course of Business; (nv) none of the Brand Companies has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has made any change in its accounting methods methods, principles or principles except as required by practices relating to Seller or the Business; (vi) paid, discharged or satisfied any claim, liability or obligation relating to the Business other than the payment, discharge or satisfaction of liabilities and obligations reflected or reserved against in a manner the Financial Statements, or incurred in the Ordinary Course of Business and consistent with GAAP and Applicable Laws; past practice; (pvii) none prepaid any obligation relating to the Business having a fixed maturity of more than ninety (90) days from the Brand Companies has solddate such obligation was issued or incurred, transferredor not paid, leasedwithin a reasonable date of when due, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses to customers granted in the ordinary course of business consistent with past practice, (ii) to other Brand Companies, and (iii) pursuant an account payable relating to the Contribution Agreement Business, or sought the Gaia Agreements; and (q) extension of the payment date of any account payable relating to the Business, other than as set forth above, none of the Brand Companies has entered into or agreed to enter into any Contract relating to any of the foregoing.an account payable that was