Common use of Events Subsequent to Most Recent Fiscal Year End Clause in Contracts

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basis; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date: (i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound; (ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liens; (iii) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property; (iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets; (v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vi) Seller has not suffered any Material Adverse Effect and no event has occurred which, so far as reasonably can be foreseen, may result in any such Material Adverse Effect;

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basis; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date: (i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound; (ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liens; (iii) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property; (iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets; (v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vi) Seller has not suffered any Material Adverse Effect and to the knowledge of Seller and each Shareholder, no event has occurred which, so far as reasonably can be foreseen, may result in any such Material Adverse Effect;

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basisin accordance with GAAP (excluding all footnote disclosure required thereunder), consistently applied; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date: (i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound; (ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liensintangible; (iii) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property; (iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets; (v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vi) Seller has not suffered any Material Adverse Effect and no event has occurred which, so far as reasonably can be foreseen, may result in any such Material Adverse Effect;

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basis; and there has not been any change in the business, financial condition, operations, results of operations, or future prospects of the Seller that constitutes a Material Adverse Effect. Without limiting the generality of the foregoing foregoing, since that datedate and to the extent that any of the following individually or when aggregated with other such items of the same or any other category below constitutes a Material Adverse Effect: (ia) no No party (including the Seller) has accelerated, terminated, made material modifications tomodified, or canceled any material agreement, contract, lease, contract or license (or series of related agreements, contracts and licenses) relating to the Acquired Assets or the Assumed Liabilities and involving more than $25,000 to which any of the Seller or its Affiliates is a party or by which any of them it is bound; (iib) The Seller has not imposed canceled, compromised, waived, or released any Security Interest upon any material right or claim (or series of its assets, tangible related material rights and claims) relating to the Acquired Assets or intangible other than Permitted Liensthe Assumed Liabilities; (iiic) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property; (iv) The Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Acquired Assets; (vd) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, The Seller has not granted issued or agreed to issue any increase substantial customer refunds, allowances or rebates relating to the Purchased Products; (e) The Seller has not sold, leased, licensed, furnished, transferred or assigned any Purchased Products or guaranteed any distribution, sales agency or any reseller rights, or created any Security Interest or other encumbrance, as to the Purchased Products, except for sales in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business;; and (vif) The Seller has not suffered entered into any Material Adverse Effect and no event has occurred which, so far as reasonably can be foreseen, may result in agreement committing the Seller to do any such Material Adverse Effect;of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and and, to the knowledge of Seller, in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basisin accordance with GAAP, consistently applied; and there has not been any Material Adverse EffectEffect in the business, financial condition, operations, results of operations, or future prospects of Seller taken as a whole. Without limiting the generality of the foregoing since that date: (i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound; (ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liensintangible; (iii) Seller has not granted any license or sublicense of or a Security Interest in any material rights under or with respect to any Intellectual Property; (iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets; (v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vi) Seller has not suffered any Material Adverse Effect and no event has occurred whichand, so far as reasonably can be foreseen, no event has occurred which may result in any such Material Adverse Effect; (vii) Seller has not committed to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year Asset Purchase Agreement End have been prepared on a consistent basis; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date: (i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound; (ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liensintangible; (iii) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property; (iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets; (v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vi) Seller has not suffered any Material Adverse Effect and no event has occurred which, so far as reasonably can be foreseen, may result in any such Material Adverse Effect;