Common use of Conduct of Business in Ordinary Course Clause in Contracts

Conduct of Business in Ordinary Course. Since the Balance Sheet Date, except as described in the Disclosure Schedules, since the Balance Sheet Date each member of the Company Group has not: (i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviii) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Since Except for actions taken in connection with the process of selling the Company, including preparing for and implementing the transactions contemplated hereby, since the date of the Balance Sheet DateSheet, Company and Subsidiary have conducted their respective businesses and operations in the ordinary course of business consistent with past practices and, except as described set forth in Section 4.22 of the Transferor Disclosure SchedulesLetter, without limiting the generality of the foregoing, since the Balance Sheet Date each member of December 31, 2011, neither the Company Group has notnor Subsidiary has: (ia) sold, leased, transferred or assigned any of its assets or properties, tangible or intangible outside of the ordinary course of business; (b) canceled, compromised, waived or released any right or Claim (or series of related rights and Claims) either involving more than $20,000 or outside the ordinary course of business; (c) experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or properties (other than ordinary wear and tear not caused by neglect), in excess of $20,000 in the aggregate; (d) issued, sold or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or granted any optionoptions, warrant warrants or other right rights to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock obtain (including upon conversion or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do soexercise) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xviie) entered into any “related party transaction” as , arrangement or contract with, or distributed or transferred any property or other assets to, any Affiliate, other than salaries and employee benefits and other transactions pursuant to any Employee Plan in the ordinary course of business; (f) borrowed any amount or incurred or become subject to any indebtedness or other liabilities, except liabilities incurred in the ordinary course of business and not constituting indebtedness; (g) discharged or satisfied any Lien or paid any liability (other than liabilities paid in the ordinary course of business), prepaid any amount of indebtedness or subjected any portion of its properties or assets to any Lien; (h) made any capital expenditures that aggregate in excess of $50,000; (i) made any loans or advances to, or guarantees for the benefit of, any Person (other than advances to employees for travel and business expenses incurred in the ordinary course of business which do not exceed $20,000 in the aggregate); (j) amended or modified any Employee Plan in any respect other than (i) any increase in salary or payment of bonus or (ii) any amendments and modifications required to comply with Law and reflected in true and complete copies of such term is defined under GAAPEmployee Plans delivered to Acquirer to the extent such Employee Plans are in writing; (k) experienced any material adverse change in its financial condition, backlog, operations, assets, liabilities or business; (l) declared, set aside, or paid any dividend or other distributions to shareholders in respect of the Shares, or any direct or indirect redemption, purchase or any other acquisition by the Company of any such stock; (m) withdrawn or transferred any cash or cash equivalents out of the Company or Subsidiary outside of the ordinary course of business; (n) conducted its cash management customs and practices other than in the ordinary course of business (including, without limitation, with respect to maintenance of working capital balances, collection of accounts receivable, payment of accounts payable, accrued liabilities and other liabilities and pricing and credit policies); or (xviiio) authorizedfailed to comply in all material respects with, agreed or otherwise committedfailed to operate its business in compliance in all material respects with, whether or not in writingall applicable Laws, to do any of the foregoingincluding Environmental Laws.

Conduct of Business in Ordinary Course. Since Except as disclosed in Section 4.1(q) of the Disclosure Schedule, since the Balance Sheet Date, except as described the Business has been carried on in the Disclosure Schedules, since Ordinary Course and without limiting the Balance Sheet Date each member generality of the Company foregoing, none of the Corporation or, to the knowledge of the Vendors, the other members of the Business Group has nothave: (i) solddirectly or indirectly, transferred declared or paid any dividends or declared or made any other distribution of cash or other property on any of its shares of any class and has not redeemed, purchased or otherwise acquired any of its issued shares of any class or agreed to do so; (ii) disposed of any Assets interest in any asset with a book value in excess of $1,000,000, except for Assets which are obsolete the purchase or disposition of materials and supplies in the Ordinary Course of the Business; (iii) other than as set out in the Capital Plans or as disclosed in Section 4.1(q) of the Disclosure Schedules, made any capital expenditure or committed to make any capital expenditure which individually or in the aggregate do not exceed exceeds $25,000 and except for licenses 2,000,000 or entered into any contract for the purchase of materials, supplies, equipment, services or otherwise respecting such capital expenditures involving in the case of such contracts, in the aggregate, more than $2,000,000 per annum; (iv) entered into any contract, agreement or arrangement with any Related Party other than renewals or extensions of any existing contract, agreement or arrangement in the Ordinary Course; (iiv) incurred made any material liability loan or obligation (including the borrowing of funds under existing lines of credit or otherwise)advance to any Person, or assumed, guaranteed or otherwise became liable with respect to the liabilities Liabilities of any PersonPerson that are not released before or in connection with the transactions contemplated by this Agreement, except in the Ordinary Course; (iiivi) declared, made, paid or committed to authorized any bonus, profit sharing, distribution or similar payment of any kind, or increased or authorized any increase in any form of distribution compensation payable to any employee, officer or reduction consultant thereof in excess of $500,000 per person per year for an individual employee, officer or consultant, or in the aggregate totaling more than $2,000,000 in any fiscal year, except pursuant to the terms of any existing and unamended employment agreement, Employee Plan or consulting contract as disclosed in Section 4.1(hh) or Section 4.1(ii) of the profits Disclosure Schedule or in the Ordinary Course; (vii) entered into or amended any retention or change of any member of control agreement, contract or commitment for the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition benefit of any of its shares directors, officers or employees; (viii) increased the benefits to which the employees of capital stockthe members of the Business Group are entitled or otherwise amended any Employee Plan except in the Ordinary Course, or created or adopted any optionnew Employee Plan; (ix) suffered any damage, warrant destruction or other right to acquire any such sharesloss, or apply or set apart not covered by insurance, of any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account having a fair market value in excess of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees$1,000,000; (ivx) createdcancelled or forgiven any material debt or claim or waived any right to payment thereof, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (viixi) made any bonus terminated the employment or profit sharing distribution or similar payment services of any kindemployee, officer or incurred the obligation for the same; (viii) consultant or granted any general increase severance or termination pay to any employee, officer or consultant, which will result in payments by the members of the Business Group in the rate aggregate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Planmore than $1,000,000; (xii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith or consistent with past practice; (xiii) changed any accounting policies in any material respect or changed its fiscal year end; (xiv) filed any amended Tax Return or received any assessment or reassessment of Taxes or taken any action or omitted to take any action which in any such case would have the effect of increasing any material liability for Taxes after Closing; (xv) written off as uncollectible any material amount account receivable which individually or in the aggregate, is in excess of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws$1,000,000; (xvi) issued compromised or authorized for issuance settled any shares of material litigation, proceeding or other action by a Governmental Authority or other third party related to its capital stockassets or the Business; (xvii) entered into cancelled or reduced any “related party transaction” as such term is defined under GAAPof its insurance coverage; (xviii) suffered the loss of any customer, individually or in the aggregate, that accounts for $1,000,000 or more in revenue per year; or (xviiixix) authorizedcancelled, agreed amended, modified or otherwise committed, whether replaced any Authorization or not Material Contract other than renewals or extensions of such Authorization or Material Contract in writing, to do any of the foregoingOrdinary Course.

Conduct of Business in Ordinary Course. Since Except as set out in Section 3.17 of the Balance Sheet Date, except as described in the Seller Disclosure SchedulesLetter, since the Balance Sheet Date each member Reference Date, the Business has been carried on in the Ordinary Course. Without limiting the generality of the Company Group foregoing, except in connection with the Non-Gaming Reorganization, the Corporation has not: (ia) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and except; (b) assets which, individually or in the aggregate, do not exceed $100,000 in book value. issued or sold any shares, bonds or other securities of the Corporation; (c) made any capital expenditures which individually or in the aggregate do not exceed exceeded $25,000 and except for licenses entered into in the Ordinary Course100,000; (iid) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which which, individually or in the aggregate aggregate, exceeded $50,000100,000; (vie) increased its indebtedness for borrowed money or made any payment loan or advance to any employeePerson, officeror assumed, manager guaranteed or director other than salary, commission, bonus or expense reimbursement other than in otherwise became liable with respect to the Ordinary Courseobligation of any Person; (viif) cancelled any debts or claims owed to it or amended, terminated or waived any rights of value to the Corporation; (g) made any bonus or profit sharing distribution or similar payment of any kind, or incurred kind other than required by the obligation for Employee Plans and the sameEmployee Material Contracts; (viiih) made any payment to an officer, director or former director other than at the regular rates payable by way of salary or other remuneration or for the reimbursement of expenses incurred in the Ordinary Course; (i) removed or appointed any auditor or director or terminated or hired any officer or other senior Person; (j) made any change in the compensation paid or payable to any officer or director of the Corporation or granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the CompanyEmployees; (ixk) made other than required by the Employee Plans and the Employee Material Contracts, or as otherwise required by any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Courseapplicable Laws; (xl) entered into written down the value of any terminationassets owned or used by the Corporation, noticeincluding inventory and capital lease assets, severance, or change except on account of control agreement with any of its shareholders, directors, managers, employees, or consultants or agentsnormal depreciation and amortization; (xim) instituted, adopted or amended (or committed to do so) any Employee Planincreased its reserves for contingent liabilities; (xiin) written off as uncollectible settled any material amount of accounts receivable not otherwise reserved forlitigation; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xvo) amended its organizational documents or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAPstructure; or (xviiip) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Since the Balance Sheet Date and except as disclosed in this Agreement, the Business has been carried on in the Ordinary Course. Without limiting the generality of the foregoing, the Corporation has not since the Balance Sheet Date, except as described other than in the Disclosure Schedules, since the Balance Sheet Date each member of the Company Group has notOrdinary Course or as disclosed in Schedule 4.13: (ia) sold, transferred or otherwise disposed of any Corporation Assets except for Assets except: (i) assets which are obsolete and which or which, individually or in the aggregate aggregate, do not exceed $25,000 and except for licenses entered into 50,000.00 in book value; and (ii) Inventory sold in the Ordinary Course; (iib) incurred except for the Permitted Encumbrances, granted or suffered any material liability or obligation (including Lien upon any of the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary CourseCorporation Assets; (iiic) declaredissued or sold any shares, made, paid bonds or committed to any form of distribution or reduction other securities of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management feesCorporation; (ivd) created, allotted made any capital expenditures which individually or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for in the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do soaggregate exceeded $100,000.00; (ve) discharged paid any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which which, individually or in the aggregate aggregate, exceeded $50,00050,000.00 per month, excluding monthly payments under Material Contracts; (vif) increased its Indebtedness for borrowed money or made any payment loan or advance to any employeePerson, officeror assumed, manager guaranteed or director other than salary, commission, bonus or expense reimbursement other than in otherwise became liable with respect to the Ordinary Courseobligation of any Person; (viig) cancelled any debts or claims owed to it or amended, terminated or waived any rights of value to the Corporation; (h) made any bonus or profit sharing distribution or similar payment of any kind, or incurred kind other than in accordance with the obligation for the sameEmployee Plans; (viiii) made any payment to an officer, director, former director, Employee or related party other than at the regular rates payable by way of salary or other remuneration or for the reimbursement of expenses incurred in the Ordinary Course; (j) removed or appointed any auditor or director or terminated or hired any officer or other senior Person; (k) made any change in the compensation paid or payable to any officer or director of the Corporation or granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the CompanyEmployees; (ixl) made suffered any change extraordinary loss, damage or destruction, whether or not covered by insurance; (m) terminated or suffered the termination of any Material Contract other than due to its expiration in accordance with its terms and not as a result of the rate potential completion of the transactions contemplated by this Agreement; (n) written down the value of any property or form assets owned or used by the Corporation, including Inventory and capital lease assets, except on account of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of depreciation and amortization in the Ordinary Course; (xo) entered into any terminationContract or any other transaction that was not in the Ordinary Course of business; (p) waived, notice, severancecancelled or written off, or change agreed or become bound to waive, cancel or write off, any rights, claims or accounts receivable relating to the Business, other than in the Ordinary Course of control agreement business and none of which are material; (q) increased its reserves for contingent liabilities; (r) suffered any material shortage or any cessation or material interruption of Inventory shipments, supplies or ordinary services other than in connection with the non-payment of suppliers as disclosed under this Agreement; (s) made any forward purchase commitments either in excess of the requirements of the Corporation for normal operating purposes or at prices higher than the current market prices; (t) compromised or settled any litigation or governmental action relating to the Corporation Assets, other property or assets used by the Corporation (including the Premises) or the Business; (u) cancelled or reduced any insurance coverage; (v) permitted any of its shareholders, directors, managers, employees, or consultants or agentsfacilities located at the Premises to be shut down for any period of time in excess of 12 hours on a Business Day; (xiw) instituted, adopted made any change in the method of billing or amended (or committed the credit terms made available to do so) any Employee Planthe customers of the Business; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiiix) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xvy) except as contemplated in the Corporate Records, amended its organizational documents or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAPstructure; or (xviiiz) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Since the Interim Balance Sheet Date, except as described the Business has been carried on in the Disclosure Schedules, since Ordinary Course. Without limiting the Balance Sheet Date each member generality of the Company Group foregoing, the Corporation has not: (i) soldSold, transferred or otherwise disposed of any Assets Assets, other than in the Ordinary Course, except for Assets which are obsolete and the value of which individually or in the aggregate do did not exceed $25,000 and except for licenses entered into in the Ordinary Course50,000; (ii) incurred any material liability or obligation (including Other than in respect of new furniture, office equipment and leasehold improvements purchased and made in connection with the borrowing relocation of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect the Business to the liabilities of Leased Property, made any Person, except capital expenditure or commitment therefor which individually or in the Ordinary Courseaggregate exceeded $50,000; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged Discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (viiv) Increased its indebtedness for borrowed money or made any payment loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary CoursePerson; (viiv) made Made any bonus or profit sharing distribution or similar payment of any kind, ; (vi) Removed any auditor or incurred director or terminated any officer or other senior employee; (vii) Written off as uncollectible any Accounts Receivable which individually or in the obligation for the sameaggregate was in excess of $50,000; (viii) granted Granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the CompanyCorporation; (ix) made Suffered any change to the rate extraordinary loss, whether or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Coursenot covered by insurance; (x) entered into Cancelled or waived any termination, notice, severance, material claims or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agentsrights; (xi) institutedCompromised or settled any litigation, adopted proceeding or amended (governmental action relating to the Assets, the Business or committed to do so) any Employee Planthe Corporation; (xii) written off as uncollectible Cancelled or reduced any material amount of accounts receivable not otherwise reserved forits insurance coverage; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviii) authorizedAuthorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.; In addition, the Corporation has not (i) made, and has not agreed to make, any change in any method of accounting or auditing practice, or (ii) amended or approved any amendment to its constating documents, by-laws or capital structure;

Conduct of Business in Ordinary Course. Since Except as set out in Section 4.16 of the Balance Sheet Date, except as described in the Sellers’ Disclosure SchedulesLetter, since the Balance Sheet Date each member Reference Date, the Business has been carried on in the Ordinary Course. Without limiting the generality of the Company Group has notforegoing, no Acquired Entity has: (ia) sold, transferred or otherwise disposed of any Assets except for Assets for: (i) assets which are obsolete and which which, individually or in the aggregate aggregate, do not exceed $25,000 and except for licenses entered into 100,000 in book value; and (ii) inventory sold in the Ordinary Course; (iib) incurred granted or suffered any material liability or obligation (including Lien upon any of the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary CourseAssets other than a Permitted Lien; (iiic) declaredissued or sold any shares, madebonds, paid convertible notes or committed to any form of distribution debentures or reduction other securities of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management feesCorporation; (ivd) created, allotted made any capital expenditures which individually or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for in the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do soaggregate exceeds $100,000; (ve) discharged paid any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which which, individually or in the aggregate exceeded aggregate, exceeds $50,000100,000; (vif) increased its indebtedness for borrowed money or made any payment loan or advance to any employeePerson, officeror assumed, manager guaranteed or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Courseotherwise become liable with respect to payment obligations of any Person; (viig) cancelled any debts or claims owed to it or amended, terminated or waived any rights of value to any Acquired Entity; (h) made any bonus or profit sharing distribution or similar payment of any kind, or incurred kind other than in accordance with the obligation for the sameEmployee Plans; (viiii) made any payment to an officer, director, former director or other Related Party other than at the regular rates payable by way of salary or other remuneration or for the reimbursement of expenses incurred in the Ordinary Course; (j) removed or appointed any auditor or director or terminated or hired any officer or other senior Person; (k) made any change in the compensation paid or payable to any officer or director of any Acquired Entity or granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the CompanyEmployees; (ixl) made suffered any change to the rate extraordinary loss, damage or form of compensation destruction, whether or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Coursenot covered by insurance; (xm) entered into written down the value of any terminationAssets, noticeincluding inventory, severance, or change except on account of control agreement with any of its shareholders, directors, managers, employees, or consultants or agentsnormal depreciation and amortization; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xiin) written off as uncollectible any material amount of accounts receivable not otherwise reserved forAccounts Receivable or any part thereof in amounts exceeding $100,000 in any instance or $200,000 in the aggregate; (xiiio) increased its reserves for contingent liabilities; (p) suffered any material shortage or any cessation or material interruption of inventory shipments, supplies or ordinary services; (q) made any material Tax election forward commitments for the Business either in excess of the requirements of the Acquired Entities for normal operating purposes or changed any existing material Tax election or settled or compromised any material Tax liabilityat prices higher than current market prices; (xivr) made, compromised or agreed settled any litigation or governmental action relating to make, the Assets or the Business; (s) cancelled or reduced any material insurance coverage; (t) permitted any of its facilities located at any of the Owned Properties or the Leased Properties to be shut down for any period of time in excess of 12 hours; (u) made any change in the method of billing or the credit terms made available to the customers of the Business; (v) made any change in any method of accounting or auditing practice; (xvw) amended its organizational documents or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAPstructure; or (xviiix) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Since Except as disclosed in Section 2(a) of the Shred-it / Vendors Disclosure Letter, since the Balance Sheet Date, the Business has been carried on in the Ordinary Course. Without limiting the generality of the foregoing, except as described disclosed in Section 2(a) of the Shred-it / Vendors Disclosure SchedulesLetter, since the Balance Sheet Date each member Date, neither Shred-it nor any of the Company Group has notits Subsidiaries has: (i) amended the Constating Documents of any member of the Target Group; (ii) declared or paid any dividend or made any other distribution to its stockholders, excluding dividends and distributions made to Shred-it by its Subsidiaries or to other wholly-owned Subsidiaries of Shred-it; (iii) redeemed or otherwise acquired any shares of its capital stock or other equity interests or any Convertible Securities, or issued, granted, delivered, sold, pledged or otherwise encumbered, or authorized the issuance, grant, delivery, sale, pledge or other encumbrance of any shares of capital stock, units, membership interests or other securities, or any options, warrants or similar rights exercisable or exchangeable for, or convertible into, any such securities, of any member of the Target Group; (iv) sold, transferred or otherwise disposed of any of the Business Assets except for sales of (i) vehicles in the Ordinary Course (but specifically excluding sale and leaseback transactions), (ii) Business Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 500,000 and except for licenses entered into (iii) inventory sold in the Ordinary Course; (iiv) incurred any material liability sold, leased, licensed, transferred, pledged, encumbered, granted or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities disposed of any Personof the Intellectual Property included in the Business Assets, except other than non-exclusive licenses granted in the Ordinary Course; (iiivi) declaredacquired (by merger, madeconsolidation, paid acquisition of stock, assets or committed to otherwise), directly or indirectly, in one transaction or in a series of related transactions, any form of distribution assets, securities, properties, interests or reduction of the profits of any member of the Company Group or of its respective capital, businesses (including any (iFranchise Acquisitions) dividend (including stock dividends) having a cost, on a per transaction or other distribution on any present or future shares series of capital stockrelated transactions basis, (ii) purchase, redemption or retirement or acquisition in excess of any $3,000,000 and subject to a maximum of its shares of capital stock, or any option, warrant or other right to acquire any $5,000,000 for all such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management feestransactions; (ivvii) createdother than repayments of principal and interest on the revolving credit facility under the Credit Agreement in the Ordinary Course, allotted cancelled any Indebtedness or issued any shares of capital stocksettled, compromised, waived, released or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded exceeds $50,000500,000; (viviii) except as required by Law or pursuant to a Collective Agreement, (A) increased any severance, change of control or termination pay to (or amended any existing arrangement with) any employee of Shred-it or any of its Subsidiaries or the Business or any director of any member of the Target Group, (B) increased the benefits payable under any existing severance or termination pay policies with any employee of Shred-it or any of its Subsidiaries or the Business or any director of any member of the Target Group, (C) increased the benefits payable under any Employment Agreements or any Contracts with any employee of Shred-it or any of its Subsidiaries or the Business, or any director of any member of the Target Group (other than, in the case of an employee of Shred-it or any of its Subsidiaries or the Business who is not a director or executive officer of a member of the Target Group, in the Ordinary Course), (D) entered into any employment, deferred compensation or other similar Contract (or amended any such existing Contract) with any employee of Shred-it or any of its Subsidiaries or the Business or any director of any member of the Target Group (other than, in the case of an employee of Shred-it or any of its Subsidiaries or the Business who is not a director or executive officer of a member of the Target Group, in the Ordinary Course), or (E) increased compensation, bonus levels or other benefits payable to any employee of Shred-it or any of its Subsidiaries or the Business or any director of any member of the Target Group (other than, in the case of an employee of Shred-it or any of its Subsidiaries or the Business who is not a director or executive officer of a member of the Target Group, in the Ordinary Course); (ix) except as required by Law or as disclosed in Section 2(a)(ix) of the Shred-it / Vendors Disclosure Letter, adopted any new Employee Plan or any amendment or modification of an existing Employee Plan or entered into, adopted, extended (beyond the Closing Date), renewed or amended any collective bargaining agreement or other Contract with any labor organization, union or association; (x) except as set out in the Budget, made any capital expenditure or commitment to do so which individually, or in the aggregate, exceeds $500,000; (xi) other than pursuant to its current terms, entered into, amended in any manner adverse to the Business or terminated any Material Contract; (xii) other than borrowings under the revolving credit facility under the Credit Agreement in the Ordinary Course, increased its Indebtedness for borrowed money or made any loan or advanced or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligations of any Person which individually or in the aggregate exceeds $500,000; (xiii) made any bonus or profit sharing distribution, or similar payment of any kind, except as may be required by the terms of a Material Contract, an Employment Agreement or a Collective Agreement; (xiv) abandoned, modified in any manner adverse to the Business, waived or terminated any employeeMaterial Authorization; (xv) commenced, officerwaived, manager released, assigned, settled or director compromised any Action in excess of an amount of $500,000 individually or $1,000,000 in the aggregate relating to the Business or the Business Assets; (xvi) made any change in any method of accounting or accounting practice or policy other than salaryas required by changes in Law or US GAAP or IFRS, commissionas applicable, bonus that become effective after the Balance Sheet Date; (xvii) made any material change in internal accounting controls or expense reimbursement disclosure controls and procedures; (xviii) prepared or filed any income Tax or other material Tax Return inconsistent with past practice or, on any such Tax Return, taken any material position, made any material election, or adopted any material method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), settled or otherwise compromised any claim relating to income Taxes or other material Taxes, entered into any closing agreement or similar agreement relating to income Taxes or other material Taxes, otherwise settled any dispute relating to income Taxes or other material Taxes, or requested any ruling or similar guidance with respect to Taxes; or (xix) entered into any Contract with any Vendor or any Related Party of any Vendor (other than Shred-it or a Subsidiary of Shred-it); (xx) accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course; (viixxi) made any bonus delayed or profit sharing distribution or similar accelerated payment of any kind, account payable or incurred other liability of the obligation for Company beyond or in advance of its due date or the same; (viii) granted any general increase date when such liability would have been paid in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviiixxii) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Since Except as disclosed in Part 3.14 of the Disclosure Letter, since the date of the Interim Balance Sheet DateSheet, the Business has been carried on in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as described disclosed in Part 3.14 of the Disclosure SchedulesLetter or pursuant to the Contemplated Transactions or this Agreement, since the Balance Sheet Date each member of neither the Company Group has notnor any of its Subsidiaries has: (ia) sold, transferred or otherwise disposed of or diminished the value of any Assets assets used in the Business except for Assets (i) assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into 10,000, or (ii) inventory sold in the Ordinary CourseCourse of Business; (iib) incurred made any material liability capital expenditure or obligation (including the borrowing of funds under existing lines of credit commitment to do so which individually or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Courseaggregate exceeded $25,000; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (vc) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,00010,000; (vid) increased their respective Indebtedness for borrowed money or made any payment loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary CoursePerson; (viie) made any bonus or profit sharing distribution or similar payment of any kindkind except as may be required by the terms of an Applicable Contract, a contract listed in Part 3.21 of the Disclosure Letter or incurred in the obligation for the sameCollective Agreement; (viiif) removed any auditor or director or terminated any officer or other senior employee; (g) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any their respective employees except as may be required by the terms of an Applicable Contract, a contract listed in Part 3.21 of the CompanyDisclosure Letter or in the Collective Agreement; (ixh) increased the benefits to which their respective employees are entitled under any Employee Plans or adopted or entered into any new Employee Plans for its employees; (i) suffered any extraordinary loss, whether or not covered by insurance; (j) suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services; (k) cancelled or waived any material claims or rights; (l) compromised or settled any Proceeding relating to the assets, the Business or itself; (m) cancelled or materially reduced any of its insurance coverage; (n) permitted any of its facilities to be shut down during any customary working day for any period of time in excess of 12 hours except for, as applicable, periodic maintenance or servicing; (o) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) , or amended or changed approved any amendment to its articles of incorporation or constating documents, by-laws; (xvi) issued laws or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAPstructure; or (xviiip) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Since the Balance Sheet DateExcept as disclosed in Schedule 3.2(k), except as described since January 31, 2000, each of Hexavision and its Subsidiary has carried on its business in the Disclosure SchedulesOrdinary Course and, since without limiting the Balance Sheet Date each member generality of the Company Group has notforegoing, neither of Hexavision or its Subsidiary has: (i) soldmade or assumed any commitment, transferred obligation or otherwise disposed of any Assets except for Assets liability which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in is outside the Ordinary Course; (ii) incurred any material liability or obligation transferred to (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect by license) any Person any rights to the liabilities of any PersonIntellectual Property Assets, except in connection with sales of Hexavision's or its Subsidiary's products or services in the Ordinary Course; (iii) declaredterminated, madeentered into, paid amended or committed otherwise modified any agreements pursuant to which any Person is granted marketing, distribution or similar rights of any type or scope or any third party royalty rights with respect to any form products of distribution Hexavision or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stockSubsidiary, or entered into or amended any optionstrategic alliance, warrant license or other right to acquire any such sharessub-license agreement, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management feesjoint development agreement; (iv) createdterminated, allotted or issued any shares of capital stockentered into, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual amended or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of modified in any member of the Company Groupmaterial respect any contract, nor amended its charter documents, changed its capital structure or entered into any agreement or make commitment, including any offer to do soMaterial Contract; (v) sold or otherwise in any way alienated or disposed of any of its assets other than in the Ordinary Course; (vi) split, combined or reclassified any of its shares, or issued, granted, redeemed, retired, repurchased or otherwise acquired shares in its capital or any options, warrants, rights, bonds, debentures, notes or other corporate security or research declared, made or paid any dividend or made any other distributions or appropriations of profits of capital; (vii) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee), officer, manager or director other than salary, commission, bonus or expense reimbursement other than obligations and liabilities discharged in the Ordinary Course; (viiviii) waived or cancelled any material claim, or account receivable, trade account, or right outside the Ordinary Course or made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Companygift; (ix) terminated the employment of any manager or officer or granted any severance or termination pay or similar obligation to any member, manager, officer or any other employee, except payments made pursuant to written agreements or other legally binding commitments disclosed to Purchaser in writing and in effect on the date hereof; (x) made any change to in the rate or form of compensation or remuneration or option payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, employees or agents or contractors which is outside of the Ordinary Course; (xxi) entered into made any termination, notice, severancechange in its accounting principles and practices as utilized in the preparation of the Financial Statements and the Interim Financial Statements or granted to any customer any special allowance or discount, or change of control agreement with any of changed its shareholderspricing, directorscredit or payment policies, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Planother than in the Ordinary Course; (xii) written off as uncollectible made or assumed any material amount commitment, obligation or liability or made any individual capital expenditure in excess of accounts receivable not otherwise reserved for$10,000 or $25,000 in the aggregate; (xiii) made any material Tax election loan or changed advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligations of any existing material Tax election or settled or compromised any material Tax liabilityPerson; (xiv) mademodified its constating instruments, by-laws or agreed to make, any material change in any method of accounting or auditing practicecapital structure; (xv) amended or changed its articles of incorporation or by-lawsremoved any auditor; (xvi) issued purchased or authorized for issuance otherwise acquired any shares of its capital stockcorporate security or proprietary, participatory or profit interest in any Person; (xvii) entered into incurred any “related party transaction” as such term is defined under GAAPindebtedness other than to trade creditors in the Ordinary Course; (xviii) settled any litigation or claim requiring payment by Hexavision or its Subsidiary in excess of $10,000 individually; or (xviiixix) authorized, agreed or otherwise committed, whether or not in writing, committed to do any of the foregoing.

Conduct of Business in Ordinary Course. Since its incorporation, Bark has operated its Business in the Balance Sheet Dateordinary course, and without limiting the generality of the foregoing, Bark has not, except as described in with respect to the Disclosure Schedules, since the Balance Sheet Date each member of the Company Group has notLicense Agreement: (ia) sold, transferred or otherwise disposed of or diminished the value of any Assets used in the Business except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course10,000; (iib) incurred either made any material liability capital expenditure or obligation (including the borrowing commitment to do so in excess of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course$10,000; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (vc) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,00010,000; (vid) increased its Indebtedness for borrowed money or made any payment loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Courseperson; (viie) made any bonus or profit sharing distribution or similar payment of any kind, kind or incurred declared or paid any dividends except as may be required by the obligation for the sameterms of a Material Contract; (viiif) removed or received a notice of resignation from any auditor or director or terminated any senior employee; (g) entered into any agreement with any person with whom it does not deal at arm's- length within the meaning of Tax Act; (h) written off as uncollectible any Accounts Receivable; (i) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Companyits employees; (ixj) created any new Employee Plan for any employee; (k) cancelled or waived any material claims or rights; (l) compromised or settled any litigation, proceeding or other governmental action relating to the Assets, the Business or it; (m) cancelled or reduced any of its insurance coverage; (n) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practicepractice except as required by GAAP, or amended or approved any amendment to its respective organizational documents or capital structure; (xvo) amended made, changed or revoked any Tax election or adopted or changed its articles any method of incorporation Tax accounting, settled or by-laws; (xvi) issued compromised any liability with respect to Taxes, consented to any extension or authorized for issuance waiver of the limitation period applicable to any shares claim or assessment in respect of its capital stock; (xvii) entered into Taxes or changed any “related party transaction” as such term is defined under GAAPaccounting period; or (xviiip) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Since the Balance Sheet Date, except Except as described set out in Section 3.14 of the Disclosure SchedulesSchedule and as specifically contemplated under the Pre-Closing Transactions, since the Balance Sheet Date each member Reference Date, the Business has been carried on in the Ordinary Course. Without limiting the generality of the Company Group foregoing, Target has not: (ia) sold, transferred or otherwise disposed of any Assets except for Assets Property except (i) assets which are obsolete and which which, individually or in the aggregate aggregate, do not exceed $25,000 and except for licenses entered into in book value; and (ii) inventory sold in the Ordinary Course. (b) granted or suffered any Encumbrance upon any Property other than a Permitted Encumbrance; (iic) incurred issued or sold any material liability shares, bonds or obligation (including the borrowing other securities of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary CourseTarget; (iiid) declared, made, paid or committed to made any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management feesexpenditures; (ive) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged paid any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which which, individually or in the aggregate aggregate, exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement 25,000 other than in the Ordinary Course; (viif) increased its indebtedness for borrowed money or made any loan or advance to any Person, or assumed, guaranteed or otherwise became liable with respect to the obligation of any Person; (g) cancelled any debts or claims owed to it or amended, terminated or waived any rights of value to Target which, individually or in the aggregate, exceeded $25,000; (h) made any bonus or profit sharing distribution or similar payment of any kind, or incurred kind other than in accordance with the obligation for the sameEmployee Plans; (viiii) made any payment to an officer, director, former director, Employee or related party other than at the regular rates payable by way of salary or other remuneration or for the reimbursement of expenses incurred in the Ordinary Course; (j) removed or appointed any auditor or director or terminated or hired any officer or other senior Person; (k) made any change in the compensation paid or payable to any officer or director of Target or granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the CompanyEmployees; (ixl) made suffered any change extraordinary loss, damage or destruction, whether or not covered by insurance; (m) terminated or suffered the termination of, any Material Contract other than due to its expiration in accordance with its terms and not as a result of the rate potential completion of the transactions contemplated by this Agreement; (n) written down the value of any Property owned or form used by Target, including inventory and capital lease assets, except on account of compensation short-dated or remuneration payable or to become payable to any of its shareholdersexpired product shelf life, directors, officers, managers, employees, consultants, agents or contractors which is outside of depreciation and amortization in the Ordinary Course; (xo) entered into any termination, notice, severance, waived or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved foror any portion thereof other than as provisioned for in the Financial Statements; (xiiip) increased its reserves for contingent liabilities; (q) suffered any material shortage or any cessation or material interruption of inventory shipments, supplies or ordinary services; (r) made any forward purchase commitments either in excess of the requirements of Target for normal operating purposes or at prices higher than the current market prices; (s) compromised or settled any litigation or action by a Governmental Authority relating to any Property used by Target (including the Leased Properties) or the Business; (t) cancelled or reduced any insurance coverage; (u) permitted any of its facilities to be shut down for any period of time in excess of 12 hours; (v) made any material Tax election change in the method of billing or changed any existing material Tax election or settled or compromised any material Tax liabilitythe credit terms made available to the customers of the Business; (xivw) made, or agreed to make, made any material change in any method of accounting or auditing practice; (xvx) amended its organizational documents or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAPstructure; or (xviiiy) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.