Common use of Events Subsequent to December Clause in Contracts

Events Subsequent to December. 31, 2003. Since December 31, 2003, except as set forth in Section 3.5 of the Disclosure Letter, there has been no: (a) change in the business or condition (financial or otherwise), operations, results of operations or prospects of Seller other than changes in the Ordinary Course (which changes have not, individually or in the aggregate, had a Material Adverse Effect); (b) damage, destruction or loss, whether covered by insurance or not, materially affecting the tangible assets of Seller; (c) loss or threatened loss of customer accounts of Seller, provided that, for purposes of this Section 3.5(c), “threatened loss” shall not include negotiation of terms of sale in the Ordinary Course; (d) material adverse change in Seller’s relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties which are material to Seller; (e) declaration, setting aside, or payment of any dividend or any distribution (in cash or in kind) with respect to any securities of Seller; (f) sale or direct or indirect redemption, purchase or other acquisition of securities of Seller; (g) increase in or commitment to increase compensation, benefits, or other remuneration to or for the benefit of any employee, shareholder, partner, director, officer, or agent of Seller, or any benefits granted under any Plan with or for the benefit of any such employee, shareholder, director, officer, or agent, except for increases in salary, wages or benefits in the Ordinary Course with respect to employees other than those who are shareholders, partners, officers or directors; (h) transaction entered into or carried out by Seller in connection with the Business, other than in the Ordinary Course or as contemplated by this Agreement; (i) borrowing or incurrence of any indebtedness (including letters of credit and foreign exchange contracts), contingent or otherwise, by or on behalf of Seller, any endorsement, assumption, or guarantee of payment or performance of any such indebtedness or any Liabilities of any other Person by or on behalf of Seller other than in the Ordinary Course; (j) change made with respect to Seller in its Tax or financial accounting or any Tax election; (k) grant of any Lien with respect to the Purchased Assets; (l) transfer of any assets of Seller, other than (i) arm’s-length sales, leases, or dispositions in the Ordinary Course and (ii) sales of products to Seller’s employees consistent with past practice and in an aggregate amount not to exceed $15,000; (m) modification or termination of any material Contract or any material term thereof except in the Ordinary Course; (n) lease or acquisition of any capital assets by Seller except in the Ordinary Course; (o) loan or advance by Seller to any director, officer, employee or third party; or (p) commitment or agreement by Seller to do any of the foregoing items (e) through (o).

Events Subsequent to December. 31, 20031999. Since December 31, 20031999, except as set forth in Section 3.5 of the Disclosure Letteron Schedule 3.4, there has been no: (a) change in the business or business, condition (financial or otherwise), operations, results of ) or operations or prospects of Seller other than changes in the Ordinary Course (Course, which changes have not, individually or in the aggregate, had a Material Adverse Effect)aggregate has been materially adverse to the Business; (b) unexpected or early termination (or threatened termination) of a customer account; (c) damage, destruction or loss, whether covered by insurance or not, materially affecting the tangible assets of Seller; (c) loss or threatened loss of customer accounts of Seller, provided that, for purposes of this Section 3.5(c), “threatened loss” shall not include negotiation of terms of sale in the Ordinary Courseany Purchased Asset; (d) material adverse change in Seller’s relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties which are material to Seller; (e) declaration, setting aside, or payment of any dividend or any distribution (in cash or in kind) with respect to any securities of Seller; (f) sale or direct or indirect redemption, purchase or other acquisition of securities of Seller; (g) increase in or commitment to increase compensation, benefits, benefits or other remuneration to or for the benefit of any employeeshareholder, shareholdermember, partner, director, officer, employee or agent of Seller, or, in connection with the Business, any other Person or any benefits granted under any Plan with or for the benefit of any such employeeshareholder, shareholdermember, partner, director, officer, employee, agent or agent, except for increases in salary, wages or benefits in the Ordinary Course with respect to employees other than those who are shareholders, partners, officers or directorsPerson; (he) transaction entered into or carried out by Seller in connection with the Business, other than in the Ordinary Course or as contemplated by this Agreementof the Business; (if) borrowing or incurrence of any indebtedness (including letters of credit and foreign exchange contracts)indebtedness, contingent or otherwiseother, by or on behalf of Seller, or any endorsement, assumption, assumption or guarantee of payment or performance of any such indebtedness Indebtedness or any Liabilities Liability of any other Person or entity by or on behalf of Seller other than in the Ordinary CourseSeller; (jg) change made with respect to by Seller in its Tax or financial accounting or any Tax electionelection including without limitation the election to be treated as an S Corporation within the meaning of Section 1361 of the Code; (kh) grant of any Lien with respect to the Purchased Assets; (li) transfer of any assets of Seller, Assets other than (i) arm’s-arm's length sales, leases, leases or dispositions in the Ordinary Course and (ii) sales of products to Seller’s employees consistent with past practice and in an aggregate amount not to exceed $15,000the Business; (mj) modification or termination (other than a termination due to expiration) of any material Contract or any material term thereof except in the Ordinary Coursethereof; (nk) lease or acquisition of any capital assets by Seller except included in the Ordinary CoursePurchased Assets with a value greater than $10,000 per item; (ol) loan or advance by Seller to any director, officer, employee or third partyPerson; or (pm) commitment or agreement by Seller to do any of the foregoing items (ed) through (ol).

Events Subsequent to December. 31, 20031999. Since December 31, 20031999, except as set forth in Section 3.5 of the Disclosure Letteron Schedule 3.4, there has been no: (a) change in the business or business, condition (financial or otherwise), operations, results of ) or operations or prospects of Seller other than changes in the Ordinary Course (Course, which changes have not, individually or in the aggregate, had a Material Adverse Effect)aggregate has been materially adverse to the Business; (b) loss or threatened loss of a material customer Contract; (c) damage, destruction or loss, whether covered by insurance or not, materially affecting the tangible assets of Seller; (c) loss or threatened loss of customer accounts of Seller, provided that, for purposes of this Section 3.5(c), “threatened loss” shall not include negotiation of terms of sale in the Ordinary Courseany Purchased Asset; (d) material adverse change in Seller’s relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties which are material to Seller; (e) declaration, setting aside, aside or payment of any dividend or any distribution (in cash or in kind) with respect to any securities of Seller; (f) sale or direct or indirect redemption, purchase or other acquisition of securities of Seller; (ge) increase in or commitment to increase compensation, benefits, benefits or other remuneration to or for the benefit of any employeeshareholder, shareholdermember, partner, director, officer, employee or agent of Seller, or, in connection with the Business, any other Person or any benefits granted under any Plan with or for the benefit of any such employeeshareholder, shareholdermember, partner, director, officer, employee, agent or agent, except for increases in salary, wages or benefits in the Ordinary Course with respect to employees other than those who are shareholders, partners, officers or directorsPerson; (hf) transaction entered into or carried out by Seller in connection with the Business, other than in the Ordinary Course or as contemplated by this Agreementof the Business; (ig) borrowing or incurrence of any indebtedness (including letters of credit and foreign exchange contracts)indebtedness, contingent or otherwiseother, by or on behalf of Seller, or any endorsement, assumption, assumption or guarantee of payment or performance of any such indebtedness or any Liabilities Liability of any other Person or entity by or on behalf of Seller other than in the Ordinary CourseSeller; (jh) change made with respect to by Seller in its Tax or financial accounting or any Tax election; (ki) grant of any Lien with respect to the Purchased Assets; (lj) transfer of any assets of Seller, Assets other than (i) arm’s-arm's length sales, leases, leases or dispositions in the Ordinary Course and (ii) sales of products to Seller’s employees consistent with past practice and in an aggregate amount not to exceed $15,000the Business; (mk) modification or termination (other than a termination due to expiration) of any material Contract or any material term thereof except in the Ordinary Coursethereof; (nl) lease or acquisition of any capital assets by Seller except included in the Ordinary CoursePurchased Assets with a value greater than $10,000 per item; (om) loan or advance by Seller to any director, officer, employee or third partyPerson; or (pn) commitment or agreement by Seller to do any of the foregoing items (ed) through (om).

Events Subsequent to December. 31, 20031999. Since Except as disclosed in Section 3.10 of the Target Disclosure Schedule, since December 31, 20031999, except as set forth in Section 3.5 of the Disclosure Letter, there Target has been no: not (a) change in the business issued any stock, bond or condition other corporate security (financial including without limitation securities convertible into or otherwiserights to acquire capital stock of Target), operations, results of operations or prospects of Seller other than changes in the Ordinary Course (which changes have not, individually or in the aggregate, had a Material Adverse Effect); ; (b) damageborrowed any amount or incurred or become subject to any liability (absolute, destruction accrued or losscontingent), whether covered by insurance or notexcept current liabilities incurred and liabilities under contracts entered into, materially affecting all in the tangible assets ordinary course of Seller; business; (c) discharged or satisfied any Lien or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on its balance sheet included in the Audited Financial Statements for the period ended December 31, 1999 and current liabilities incurred since December 31, 1999 in the ordinary course of business; (d) declared or made any payment or distribution to shareholders or purchased or redeemed any shares of its capital stock or other securities, or entered into, any agreement or commitment or currently has an intention to do so; (e) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible, other than liens for current taxes not yet due and payable; (f) sold, assigned or transferred any of its tangible assets except in the ordinary course of business, or canceled any debt or claim; (g) sold, assigned, transferred or granted any license with respect to any patent, trademark, trade name, service ▇▇▇▇, copyright, trade secret or other intangible asset; (h) suffered any loss of property or waived any right of substantial value whether or not in the ordinary course of business; (i) suffered any adverse change in its relations with, or any loss or threatened loss of customer accounts of Sellerof, provided that, for purposes of this Section 3.5(c), “threatened loss” shall not include negotiation of terms of sale in the Ordinary Course; (d) material adverse change in Seller’s relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees its suppliers or other third parties which are material customers disclosed pursuant to Seller; Section 3.23; (e) declaration, setting aside, or payment of any dividend or any distribution (in cash or in kind) with respect to any securities of Seller; (f) sale or direct or indirect redemption, purchase or other acquisition of securities of Seller; (g) increase in or commitment to increase compensation, benefits, or other remuneration to or for the benefit of any employee, shareholder, partner, director, officer, or agent of Seller, or any benefits granted under any Plan with or for the benefit of any such employee, shareholder, director, officer, or agent, except for increases in salary, wages or benefits in the Ordinary Course with respect to employees other than those who are shareholders, partners, officers or directors; (h) transaction entered into or carried out by Seller in connection with the Business, other than in the Ordinary Course or as contemplated by this Agreement;j) (i) borrowing granted any severance or incurrence termination pay to any of its directors, officers, employees or consultants, (ii) entered into any indebtedness employment, deferred compensation or other similar agreement (including letters or any amendment to any such existing agreement) or arrangement with any of credit and foreign exchange contracts)its directors, officers, employees or consultants, (iii) increased any benefits payable under any existing severance or termination pay policies or employment agreements, (iv) increased the compensation, bonus or other benefits payable to any of its directors, officers, consultants or employees, except in each case in the ordinary course of business consistent with past practices; (k) made any material change in the manner of its business or operations; (l) made any material change in any method of accounting or accounting practice, except as specifically disclosed in the Financial Statements; (m) entered into any transaction except in the ordinary course of business or as otherwise contemplated hereby; or (n) entered into any commitment (contingent or otherwise, by or on behalf of Seller, any endorsement, assumption, or guarantee of payment or performance of any such indebtedness or any Liabilities of any other Person by or on behalf of Seller other than in the Ordinary Course; (j) change made with respect to Seller in its Tax or financial accounting or any Tax election; (k) grant of any Lien with respect to the Purchased Assets; (l) transfer of any assets of Seller, other than (i) arm’s-length sales, leases, or dispositions in the Ordinary Course and (ii) sales of products to Seller’s employees consistent with past practice and in an aggregate amount not to exceed $15,000; (m) modification or termination of any material Contract or any material term thereof except in the Ordinary Course; (n) lease or acquisition of any capital assets by Seller except in the Ordinary Course; (o) loan or advance by Seller to any director, officer, employee or third party; or (p) commitment or agreement by Seller to do any of the foregoing items (e) through (o)foregoing.

Events Subsequent to December. 31, 20032002. Since December 31, 2003, except as set forth in Section 3.5 of the Disclosure Letter, there has been no:-------------------------------------- (a) change Except as disclosed in the business Company Disclosure Schedule, since December 31, 2002, neither PPRX nor PRXA has (a) issued any stock, bond or condition other corporate security (financial including without limitation securities convertible into or otherwiserights to acquire capital stock of PPRX or PRXA), operations, results of operations or prospects of Seller other than changes in the Ordinary Course (which changes have not, individually or in the aggregate, had a Material Adverse Effect); ; (b) damageborrowed any amount or incurred or become subject to any liability (absolute, destruction accrued or losscontingent), whether covered by insurance or notexcept current liabilities incurred and liabilities under contracts entered into, materially affecting all in the tangible assets ordinary course of Seller; business; (c) discharged or satisfied any Lien or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on its balance sheet included in the Year-End Financial Statements for the period ended December 31, 2002 and current liabilities incurred since December 31, 2002 in the ordinary course of business; (d) declared or made any payment or distribution to shareholders or purchased or redeemed any shares of its capital stock or other securities, or entered into, any agreement or commitment or currently has an intention to do so; (e) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible, other than liens for current taxes not yet due and payable; (f) sold, assigned or transferred any of its tangible assets except in the ordinary course of business, or canceled any debt or claim; (g) sold, assigned, transferred or granted any license with respect to any patent, trademark, trade name, service mark, copyright, trade secret or other intangible asset; (h) su▇▇▇▇ed any loss of property or waived any right of substantial value whether or not in the ordinary course of business; (i) suffered any adverse change in its relations with, or any loss or threatened loss of, any of customer accounts of Seller, provided that, for purposes of this its suppliers or customers disclosed pursuant to Section 3.5(c3.23; (j), “threatened loss” shall not include negotiation of terms of sale in the Ordinary Course; (d1) material adverse change in Seller’s relationship granted any severance or termination pay to any of its directors, officers, employees or consultants, (2) entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) or arrangement with any of its directors, officers, employees or consultants, (3) increased any benefits payable under any existing severance or termination pay policies or employment agreements, (4) increased the supplierscompensation, customers, distributors, lessors, licensors, licensees bonus or other third parties which are material to Seller; (e) declaration, setting aside, or payment of any dividend or any distribution (in cash or in kind) with respect benefits payable to any securities of Seller; (f) sale its directors, officers, consultants or direct or indirect redemption, purchase or other acquisition of securities of Seller; (g) increase in or commitment to increase compensation, benefits, or other remuneration to or for the benefit of any employee, shareholder, partner, director, officer, or agent of Seller, or any benefits granted under any Plan with or for the benefit of any such employee, shareholder, director, officer, or agentemployees, except for increases in salary, wages or benefits each case in the Ordinary Course ordinary course of business consistent with respect to employees other than those who are shareholderspast practices; (k) made any material change in the manner of its business or operations; (l) made any material change in any method of accounting or accounting practice, partners, officers or directors; except as specifically disclosed in the Financial Statements; (hm) transaction entered into or carried out by Seller in connection with the Business, other than any transaction except in the Ordinary Course ordinary course of business or as otherwise contemplated by this Agreement; hereby; or (in) borrowing or incurrence of entered into any indebtedness commitment (including letters of credit and foreign exchange contracts), contingent or otherwise, by or on behalf of Seller, any endorsement, assumption, or guarantee of payment or performance of any such indebtedness or any Liabilities of any other Person by or on behalf of Seller other than in the Ordinary Course; (j) change made with respect to Seller in its Tax or financial accounting or any Tax election; (k) grant of any Lien with respect to the Purchased Assets; (l) transfer of any assets of Seller, other than (i) arm’s-length sales, leases, or dispositions in the Ordinary Course and (ii) sales of products to Seller’s employees consistent with past practice and in an aggregate amount not to exceed $15,000; (m) modification or termination of any material Contract or any material term thereof except in the Ordinary Course; (n) lease or acquisition of any capital assets by Seller except in the Ordinary Course; (o) loan or advance by Seller to any director, officer, employee or third party; or (p) commitment or agreement by Seller to do any of the foregoing items (e) through (o)foregoing.

Events Subsequent to December. 31, 20031996. Since To the Knowledge of each Seller, since December 31, 20031996, except as set forth in Section 3.5 of the Disclosure LetterInterim Statements and on Schedule 3.4, there has been no: (a) change in the business or business, condition (financial or otherwise), operations, results of operations or prospects of any Seller other than changes in the Ordinary Course (Course, which changes have not, individually or in the aggregate, had a Material Adverse Effect)aggregate has been materially adverse; (b) material damage, destruction or loss, whether covered by insurance or not, materially affecting the tangible assets of Sellerany Purchased Assets; (c) loss or threatened loss of customer accounts of Seller, provided that, for purposes of this Section 3.5(c), “threatened loss” shall not include negotiation of terms of sale in the Ordinary Course; (d) material adverse change in Seller’s relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties which are material to Seller; (e) declaration, setting aside, aside or payment of any dividend or any distribution (in cash or in kind) with respect to any securities of SellerSellers; (f) sale or direct or indirect redemption, purchase or other acquisition of securities of Seller; (gd) increase in or commitment to materially increase compensation, benefits, benefits or other remuneration to or for the benefit of any employee, shareholder, partner, director, officer, employee or agent of any Seller, or, in connection with the Business, any other Person or any benefits granted under any Plan with or for the benefit of any such officer, employee, shareholder, director, officer, agent or agent, except for increases in salary, wages or benefits in the Ordinary Course with respect to employees other than those who are shareholders, partners, officers or directorsPerson; (he) transaction entered into or carried out by Seller in connection with the Business, other than in the Ordinary Course or as contemplated by this Agreement; (i) borrowing or incurrence of any indebtedness (including letters of credit and foreign exchange contracts), contingent or otherwise, by or on behalf of Seller, any endorsement, assumption, or guarantee of payment or performance of any such indebtedness or any Liabilities of any other Person by or on behalf of Seller other than in the Ordinary Course; (jf) borrowing or incurrence of any indebtedness, contingent or other, by or on behalf of any Seller, or any endorsement, assumption or guarantee of payment or performance of any Indebtedness or Liability of any other Person or entity by any Seller; (g) change made with respect to by any Seller in its Tax or financial accounting or any Tax electionelection including without limitation the election to be treated as an S Corporation within the meaning of Section 1361 of the Code; (kh) grant of any Lien with respect to the Purchased Assets; (li) transfer of any assets of Seller, Assets other than (i) arm’s-arm's length sales, leases, leases or dispositions in the Ordinary Course and (ii) sales of products to Seller’s employees consistent with past practice and in an aggregate amount not to exceed $15,000the Business; (mj) material modification or termination of any material Contract or any material term thereof except in the Ordinary Coursethereof; (nk) lease or acquisition of any capital assets by Seller except included in the Ordinary CoursePurchased Assets with a value greater than $10,000 per item; (ol) loan or advance by Seller to any director, officer, employee or third partyPerson; or (pm) commitment or agreement by any Seller to do any of the foregoing items (ec) through (ol).