Common use of Subsequent Events Clause in Contracts

Subsequent Events. Except as shown on §3.15 of the Disclosure Schedule, since December 31, 2005, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Company. Without limiting the generality of the foregoing, since December 31, 2005: (a) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in the Ordinary Course of Business; (b) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000; (c) no Person (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound; (d) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoing.

Subsequent Events. Except Since the Most Recent Fiscal Year End to, and including, the date hereof, except as shown on §3.15 otherwise set forth in Section 5.15 of the Disclosure Schedule, since December 31, 2005, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Company. Without limiting the generality of the foregoing, since December 31, 2005: : (a) The Business has been conducted and carried on only in the Company Ordinary Course; (b) Except for Inventory and supplies purchased, sold or otherwise disposed of in the Ordinary Course, Seller has not purchased, sold, leased, transferredhypothecated, pledged or otherwise acquired or disposed of any properties or assets of or for the Business; (c) Seller has not sustained or incurred any loss or damage to any of the Purchased Assets (whether or not insured against) on account of fire, flood, accident or other calamity which has interfered with or affected, or assigned may interfere with or affect, the operation of the Business; (d) There has been no Material Adverse Change and to Seller’s Knowledge no state of facts or basis exists which may reasonably be expected to give rise to any Material Adverse Change; (e) Seller has not waived, released or cancelled any claims against third parties or Indebtedness owing to Seller, or any rights which have a value in the aggregate in excess of its assets$25,000 in connection with, tangible or intangiblerelated to the Business, other than for fair consideration or otherwise repayment of Indebtedness in the Ordinary Course of Business; Course; (bf) the Company Seller has not entered into into, authorized or permitted any agreementtransaction with any Affiliate, contractshareholder, leasepartner, director, officer or license Employee of Seller in connection with or related to the Business; (or series of related agreements, contracts, leases, and licensesg) either involving more than $10,000; (c) no Person (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound; (d) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company Seller has not made any loans, advances or capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan contributions to, or any acquisition of the securities or assets ofinvestments in, any other Person in connection with, or related to, the Business, except in the Ordinary Course; (or series of related capital investments, loans, and acquisitionsh) either involving more than $10,000; (g) the Company Seller has not issued any note, bond, bond or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, assumed or guaranteed any indebtedness Liability for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of in connection with, or related to, the Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoing.

Subsequent Events. Except Since January 1, 1998, except as shown on §3.15 set forth in Section 4(e) of the Disclosure Schedule, since December 31, 2005, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Company. Without limiting the generality of the foregoing, since December 31, 2005: (ai) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration or otherwise in the Ordinary Course of Business; (bii) the Company has not entered into any agreement, contract, lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) either involving more than $10,000outside the Ordinary Course of Business; (ciii) no Person (including the Company) party has accelerated, terminated, modified, or cancelled any agreement, contract, lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) involving more than $10,000 5,000 to which the Company is a party or by which it is bound; (div) the Company has not imposed any no further Security Interest has been imposed upon any of its the Company's assets, tangible or intangible; (ev) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000outside the Ordinary Course of Business; (fvi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, of any other Person person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000outside the Ordinary Course of Business; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (hvii) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or (including capitalized lease obligations involving more than $10,000obligations) outside the Ordinary Course of Business; (iviii) the Company has not delayed or postponed (beyond its normal practice) the payment of any accounts payable or any and other Liabilities of the CompanyLiabilities; (jix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000outside the Ordinary Course of Business; (kx) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (lxi) the Company has not experienced any action adversely affecting the FCC Licenses; (xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) outside the Ordinary Course of Business, the Company has not terminated or entered into any employment arrangement, employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees; (xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) outside the Ordinary Course of Business, the Company has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) the Company has not materially altered its credit and collection policies or its accounting policies; (xix) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities, nor has the Company terminated or received notice of termination for any syndicated programming; (xx) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in material compliance therewith and with all FCC rules and regulations; (xxi) there has been no change made or authorized in the Organizational Documents charter or bylaws of the Company; (mxxii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, conversion or exercise) any of its capital stock or any other equity interest in the Companystock; (nxxiii) the Company has not declared, set aside, or paid any dividend dividend, distribution, or made any distribution bonus with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;; and (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aaxxiv) the Company has not committed to any of the foregoing.

Subsequent Events. Except Since January 1, 1997, except as shown on §3.15 set forth in Section 4(e) of the Disclosure Schedule, since December 31, 2005Schedules, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, or results of operations operations, or future prospects of the CompanyCompany with respect to the operation of the Stations. Without limiting the generality of the foregoing, foregoing and with respect to the operation of the Stations since December 31, 2005that date: (ai) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration or otherwise in the Ordinary Course of Business; (bii) the Company has not entered into any agreement, contract, lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) either involving more than $10,000outside the Ordinary Course of Business; (ciii) no Person (including the Company) party has accelerated, terminated, modified, or cancelled any agreement, contract, lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) involving more than $10,000 5,000 to which the Company is a party or by which it is bound; (div) the Company has not imposed any no Security Interest has been imposed upon any of its the Company's assets, tangible or intangible; (ev) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000outside the Ordinary Course of Business; (fvi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, of any other Person person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000outside the Ordinary Course of Business; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (hvii) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or (including capitalized lease obligations) outside the Ordinary Course of Business other than the obligations involving more than $10,000of the Company under the Bonus Agreements; (iviii) the Company has not delayed or postponed (beyond its normal practice) the payment of any accounts payable or any and other Liabilities of the CompanyLiabilities; (jix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000outside the Ordinary Course of Business; (kx) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (lxi) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations; (xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees; (xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; (xix) the Company has not altered its credit and collection policies or its accounting policies; (xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities; (xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; (xxii) there has been no change made or authorized in the Organizational Documents charter or bylaws of the Company; (mxxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, conversion or exercise) any of its capital stock or any other equity interest in the Companystock; (nxxiv) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (oxxv) there has been no adverse change in the Company has not experienced any damage, destruction, market share or loss (whether or not covered by insurance) to its property;Cash flow of the Stations; and (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aaxxvi) the Company has not committed to any of the foregoing.

Subsequent Events. Except Since January 1, 1997, except as shown on §3.15 set forth in Section 4(e) of the Disclosure Schedule, since December 31, 2005Schedules, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, or results of operations operations, or future prospects of the CompanyCompany with respect to the operation of the Stations. Without limiting the generality of the foregoing, foregoing and with respect to the operation of the Stations since December 31, 2005that date: (ai) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration or otherwise in the Ordinary Course of Business; (bii) the Company has not entered into any agreement, contract, lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) either involving more than $10,000outside the Ordinary Course of Business; (ciii) no Person (including the Company) party has accelerated, terminated, modified, or cancelled any agreement, contract, lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) involving more than $10,000 5,000 to which the Company is a party or by which it is bound; (div) the Company has not imposed any no Security Interest has been imposed upon any of its the Company's assets, tangible or intangible; (ev) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000outside the Ordinary Course of Business; (fvi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, of any other Person person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000outside the Ordinary Course of Business; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (hvii) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or (including capitalized lease obligations involving more than $10,000obligations) outside the Ordinary Course of Business; (iviii) the Company has not delayed or postponed (beyond its normal practice) the payment of any accounts payable or any and other Liabilities of the CompanyLiabilities; (jix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000outside the Ordinary Course of Business; (kx) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (lxi) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations; (xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees; (xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans); (xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; (xix) the Company has not altered its credit and collection policies or its accounting policies; (xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM); (xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; (xxii) there has been no change made or authorized in the Organizational Documents charter or bylaws of the Company; (mxxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, conversion or exercise) any of its capital stock or any other equity interest in the Companystock; (nxxiv) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (oxxv) there has been no material adverse change in the Company has not experienced any damage, destruction, market share or loss (whether or not covered by insurance) to its property;Cash flow of the Stations; and (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aaxxvi) the Company has not committed to any of the foregoing.

Subsequent Events. Except as shown on §3.15 Since the date of the Disclosure Schedule, since December 31, 2005, most recent Financial Statements which include a balance sheet (the "Balance Sheet Date") the Company has operated in the ordinary course of business and there has not been any material adverse change in the business, financial condition, operations, or results of operations of with respect to the Company. Without limiting the generality of the foregoing, since December 31that date, 2005none of the following have occurred: (a) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, assets other than for a fair consideration or otherwise in the Ordinary Course ordinary course of Businessbusiness; (b) the Company has not entered into any agreement, contract, lease, contract or license agreement (or series of related contracts or agreements), contractsor any amendment or modification of any contract or agreement, leases, and licenses) either involving more than $10,00050,000 or outside the ordinary course of business; (c) no Person (including Encumbrance has been imposed upon any of the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is boundProperties; (d) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,00025,000 individually, $50,000 in the aggregate, or outside the ordinary course of business; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (ge) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, or guaranteed any indebtedness liability for borrowed money or capitalized lease obligations involving more than $10,000lease; (if) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities liabilities outside the ordinary course of the Companybusiness; (jg) the Company has not cancelledcanceled, compromised, waived, or released any right claim or claim cause of action (or series of related rights and claimsclaims or causes of action) either involving more than $10,000outside the ordinary course of business; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (lh) there has been no change made or authorized in to the Organizational Documents of the Company; (mi) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Companymember interests; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (oj) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyProperties in excess of $25,000; (pk) the Company has not made any loan to, or entered into any other transaction with, material change in any of its directors, officers, and employeesthe accounting principles followed by it or the method of applying such principles; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (tl) the Company has not made any other change in employment terms for any of its directors, officers, material Tax election or employees outside the Ordinary Course of Businessmanner Taxes are reported; (um) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Company either involving more than $25,000 (individually or in the aggregate) or outside the Ordinary Course ordinary course of Business involving the Companybusiness; and and (aan) the Company has not committed to any of the foregoing.

Subsequent Events. Except as shown on §3.15 Since the date of the Disclosure Schedule, since December 31, 2005Most Recent Balance Sheet, there has not been any material adverse change in the business, assets, liabilities, condition (financial conditionor otherwise), operations, operating results, prospects, customer relations or results supplier relations of operations Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date of the Company. Without limiting the generality of the foregoing, since December 31, 2005Most Recent Balance Sheet: (ai) the Company Ibis has not sold, leased, transferred, or assigned any of its assetsassets to a third party, tangible or intangible, other than for fair consideration or otherwise inventory in the Ordinary Course ordinary course of Businessbusiness; (bii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000; (c) no Person No party (including the CompanyIbis or Isis) has accelerated, terminated, modified, or cancelled canceled any agreement, contract, lease, or license material Contract (or series of related agreements, contracts, leases, and licensesContracts) involving more than $10,000 to which the Company Ibis is or was a party or by which it the Business is or was bound; (diii) the Company Ibis has not imposed any Security Interest upon any made capital expenditures consistent with its normal course of its assets, tangible or intangibleoperations; (eiv) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company Ibis has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty over $50,000 in the aggregate; (pv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company Ibis has not granted or authorized any increase in the base compensation of any employee, except in the ordinary course of its directorsbusiness (including as to amount) or any bonus to, officersany employee, and employees outside other than in the Ordinary Course ordinary course of Businessbusiness; (svi) the Company Ibis has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of Plan; (vii) Ibis has not entered into any transaction with any of its directors, officers, and employees or Affiliates, except for transactions with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or taken permitted to lapse any such action with respect Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business to any Person (other Employee Benefit Planthan AMI and AMI’s Representatives); (tix) the Company Ibis has not made any other a change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business;accounting methods; and (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company Ibis has not committed in any binding manner to any of the foregoing.

Subsequent Events. Except as shown on §3.15 disclosed in the Prospectuses, since March 31, 2024: (i) neither the Company nor any of the Disclosure ScheduleMaterial Subsidiaries has incurred, since December 31assumed or suffered any liability (absolute, 2005accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial conditionor otherwise), results of operations, shareholders’ equity, assets or results of operations prospects of the Company. Without limiting Company and the generality Material Subsidiaries, taken as a whole; since the date of the foregoinglatest balance sheet included, since December 31or incorporated by reference, 2005: (a) in the Prospectuses, neither the Company nor any Material Subsidiary has not soldincurred or undertaken any liabilities or obligations, leasedwhether direct or indirect, transferredliquidated or contingent, matured or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in the Ordinary Course of Business; (b) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000; (c) no Person (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound; (d) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan tounmatured, or entered into any other transaction withtransactions, including any acquisition or disposition of its directorsany business or asset, officers, and employees; (q) which are material to the Company has not entered into any employment contract or collective bargaining agreement or modified and the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoingProspectuses.

Subsequent Events. Except as shown on §3.15 of the Disclosure ScheduleSince September 30, since December 31, 20052012, there has not been been: (a) any material adverse change in the business, assets, liabilities, financial condition, operations, condition or operating results of operations of the Company. Without limiting the generality of the foregoing, since December 31, 2005: (a) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise from that reflected in the Ordinary Course Financial Statements, except changes in the ordinary course of Businessbusiness that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect; (b) the Company any damage, destruction or loss, whether or not covered by insurance, that has not entered into any agreement, contract, lease, had or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000would reasonably be expected to have a Material Adverse Effect; (c) no Person (including the Company) has accelerated, terminated, modified, any waiver or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which compromise by the Company is of a party valuable right or by which it is boundof a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company has not imposed any Security Interest upon any Company, except in the ordinary course of its assets, tangible or intangiblebusiness; (e) any material change to a material contract or agreement by which the Company has not made or any capital expenditure (of its assets is bound or series of related capital expenditures) either involving more than $25,000subject; (f) the Company has not made any capital investment inmaterial change in any compensation arrangement or agreement with any employee, any loan toofficer, director or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000stockholder; (g) the Company has not issued any note, bond, resignation or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment termination of employment of any accounts payable or any other Liabilities officer of the Company; (h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company has not cancelled, compromised, waivedCompany’s capital stock, or released any right direct or claim (indirect redemption, purchase, or series other acquisition of related rights and claims) either involving more than $10,000any of such stock by the Company; (k) the Company has not granted any license sale, assignment or sublicense transfer of any rights under or with respect to any Intellectual Propertyintellectual property of the Company; (l) receipt of notice that there has been no change made a loss of, or authorized in the Organizational Documents material order cancellation by, any major customer of the Company; (m) to the Company has not issuedCompany’s knowledge, sold, any other event or otherwise disposed condition of any of its capital stockcharacter, other than events affecting the economy or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company;’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, arrangement or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to do any of the foregoingthings described in this Section 2.24.

Subsequent Events. Except Since December 1, 1997, except as shown on §3.15 set forth in Section 4(e) of the Disclosure Schedule, since December 31, 2005, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Company. Without limiting the generality of the foregoing, since December 31, 2005: (ai) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration or otherwise in the Ordinary Course of Business; (bii) the Company has not entered into any agreement, contract, lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) either involving more than $10,000outside the Ordinary Course of Business; (ciii) no Person (including the Company) party has accelerated, terminated, modified, or cancelled any agreement, contract, lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) involving more than $10,000 5,000 to which the Company is a party or by which it is bound; (div) the Company has not imposed any no Security Interest has been imposed upon any of its the Company's assets, tangible or intangible; (ev) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000outside the Ordinary Course of Business; (fvi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, of any other Person person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000outside the Ordinary Course of Business; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (hvii) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or (including capitalized lease obligations involving more than $10,000obligations) outside the Ordinary Course of Business; (iviii) the Company has not delayed or postponed (beyond its normal practice) the payment of any accounts payable or any and other Liabilities of the CompanyLiabilities; (jix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000outside the Ordinary Course of Business; (kx) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (lxi) the Company has not experienced any action adversely affecting the FCC Licenses; (xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) outside the Ordinary Course of Business, the Company has not terminated or entered into any employment arrangement, employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees; (xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) outside the Ordinary Course of Business, the Company has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) the Company has not materially altered its credit and collection policies or its accounting policies; (xix) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities, nor has the Company terminated or received notice of termination for any syndicated programming; (xx) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in material compliance therewith and with all FCC rules and regulations; (xxi) there has been no change made or authorized in the Organizational Documents charter or bylaws of the Company; (mxxii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, conversion or exercise) any of its capital stock or any other equity interest in the Companystock; (nxxiii) the Company has not declared, set aside, or paid any dividend dividend, distribution, or made any distribution bonus with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;, other than the December 1997 distribution not to exceed $200,000; and (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aaxxiv) the Company has not committed to any of the foregoing.

Subsequent Events. Except as shown set forth on §3.15 of the Disclosure ScheduleSchedule 4.4, since December 31September 27, 20052003, there has not been any material adverse change Material Adverse Effect in the business, financial condition, operations, or results of operations of the CompanyBusiness. Without limiting the generality of the foregoing, since December 31, 2005that date: (a) the Company has Sellers have not sold, leased, transferred, or assigned any of its assets, tangible or intangible, used in the Business other than for a fair consideration or otherwise in the Ordinary Course of Business; (b) the Company has Sellers have not entered into any agreement, contract, lease, or license Contractual Obligation (or series of related agreements, contracts, leases, and licensesContractual Obligations) (other than contracts to sell goods in the Ordinary Course of Business) either involving more than $10,00050,000 or outside the Ordinary Course of Business; (c) no Person (including the Company) party has accelerated, terminated, modified, modified or cancelled canceled any agreement, contract, lease, or license Contractual Obligation (or series of related agreements, contracts, leases, and licensesContractual Obligations) involving more than $10,000 to which the Company either Seller is a party or by which it is bound; (d) the Company no Lien has not been imposed any Security Interest upon any assets of its assetsSellers, whether tangible or intangible; (e) the Company has Sellers have not made any capital expenditure (or series of related capital expenditures) either involving more than $25,00050,000 or outside the Ordinary Course of Business; (f) the Company has Sellers have not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, loans and acquisitions) either involving more than $10,000), or paid or declared any dividend or distribution in cash, stock, or otherwise, to their stockholders; (g) the Company has Sellers have not issued any note, bond, bond or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000obligation; (ih) the Company has Sellers have not delayed or postponed the payment of any accounts payable or any and other Liabilities outside the Ordinary Course of the CompanyBusiness; (ji) the Company has Sellers have not cancelledcanceled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than $10,00025,000 or outside the Ordinary Course of Business; (kj) the Company has Sellers have not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (lk) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has Sellers have not experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to its their property; (pl) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has Sellers have not entered into any employment contract or collective bargaining agreement agreement, written or oral, or modified the terms of any such existing employment contract or collective bargaining agreement; (rm) the Company has Sellers have not granted or authorized any increase in the base compensation of any of its directors, officers, officers and employees outside the Ordinary Course of Business; (sn) the Company has Sellers have not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, severance or other plan, contract, contract or commitment for the benefit of any of its directors, officers, their officers and employees (or taken any such action with respect to any other Employee Benefit Plan); (to) the Company has Sellers have not made any other change in the employment terms for any of its directors, officers, or officers and employees outside the Ordinary Course of Business; (up) the Company has Sellers have not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (vq) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving with respect to the CompanyBusiness; and and (aar) the Company has Sellers have not committed to do any of the foregoing.

Subsequent Events. Except as shown on §3.15 of Since the Disclosure Schedule, since December 31, 2005Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, or results of operations of Seller or the CompanyBusiness. Without limiting the generality of the foregoing, since December 31, 2005that date: (a) the Company Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in outside the Ordinary Course ordinary course of Businessbusiness; (b) Other than the Company inventory purchases described in Exhibit 3.6(b)(ii), Seller has not entered into any agreement, contract, lease, or license (or series outside the ordinary course of related agreements, contracts, leases, and licenses) either involving more than $10,000business; (c) no Person (including the Company) Seller has not accelerated, terminated, modifiedmade material modifications to, or cancelled canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 50,000 to which the Company Seller is a party or by which it is boundparty; (d) the Company Seller has not imposed any Security Interest lien or encumbrance upon any of its assets, tangible or intangible; (e) the Company Seller has not made any capital expenditure (or series expenditures outside the ordinary course of related capital expenditures) either involving more than $25,000business; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company Seller has not granted any license or sublicense of any material rights under or with respect to any Intellectual Propertyintellectual property; (lg) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperties; (ph) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company Seller has not entered into any employment contract or collective bargaining agreement agreement, written or oral, or modified the terms of any existing employment such contract or collective bargaining agreement; (ri) the Company Seller has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness and a listing, by employee and amount, of all such increases within the ordinary course of Business has been provided to Buyer; (sj) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company Seller has not made any other material change in employment terms for any of its directors, officers, or employees outside the Ordinary Course ordinary course of Businessbusiness; (uk) Seller has not unreasonably delayed the Company payment of any liability, including but not limited to, any supplier payables, and except as contemplated by Section 3.6 and in compliance with the Bulk Sales Act, has not accelerated the payment of any liability, and has continued to pay all such liabilities in the ordinary course of business; (l) Seller has not granted to any customer any extension of time for the payment of any accounts receivable; and (m) Seller has not made or pledged to make any charitable purchase commitments for merchandise or other capital contribution outside products in excess of the Ordinary Course normal, ordinary and usual requirements of Business; (v) all accepted the Business or at any price in excess of the then market price or upon terms and unfilled orders conditions more onerous than those usual and customary for the sale of goods by the Company have been entered into Seller, or made any change in the Ordinary Course of BusinessSeller’s selling, are not extraordinarypricing, and (if outstanding) can be filled in accordance advertising or personnel practices inconsistent with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoingprior practices.

Subsequent Events. Except as shown on §3.15 Since the Most Recent Fiscal Year End there have been no changes in the assets, condition or affairs, financial or otherwise, of the Disclosure Schedule, since December 31, 2005, there has not been any material adverse change Company that have individually or in the business, financial condition, operations, aggregate resulted in or results of operations of the Companyare reasonably likely to result in a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2005that date and except as otherwise set forth on Section 2.8 of the Company Disclosure Schedule: (a) the Company has not sold, leased, transferred, licensed, sublicensed or assigned any of its assets, tangible or intangible, including the Intellectual Property, other than for fair consideration or otherwise in the Ordinary Course ordinary course of Businessbusiness; (b) the Company has not entered into any material agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenses) either involving more than $10,000outside the ordinary course of business; (c) no Person party (including the Company) has accelerated, terminated, modified, terminated or cancelled prior to the scheduled expiration or terminate date any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenses) involving more than $10,000 50,000 to which the Company is a party or by which it the Company is bound; (d) the Company has not imposed, or had imposed against it, any Security Interest Lien (other than Permitted Liens) upon any of its assets, tangible or intangible, including the Software; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, to or any acquisition of the securities or assets of, any other Person person (or series of related capital investments, loans, loans and acquisitions) either involving more than $10,000outside the ordinary course of business; (gf) the Company has not issued any note, bond, bond or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000obligation; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (jg) the Company has not cancelled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than $10,00050,000 or outside the ordinary course of business; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (lh) there has been no change made or authorized in the Organizational Documents certificate of incorporation or bylaws of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (ni) the Company has not declared, set aside, aside or paid any dividend or made any distribution with respect to its capital stock equity securities (whether in cash or in kind) or redeemed, purchased, purchased or otherwise acquired any of its capital stockequity securities; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (pj) the Company has not made any loan toto or received a loan from any of its Affiliates, directors, officers, managers and employees; (k) the Company has not modified the terms of any employment contract (other than any at-will employment contract) or entered into collective bargaining agreement to which it is a party and has not made any other transaction with, material change in employment terms for any of its directors, officers, managers and employees; (ql) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, adopted or terminated any material Employee Benefit Plan or any bonus, profit-sharing, incentive, severance, severance or other plan, contract, plan contract or commitment for the benefit of any of its directors, officers, employees and employees consultants (or taken any such action with respect to any other Employee Benefit Plan); (tm) the Company has not made experienced any other change material damage, destruction or loss (whether or not covered by insurance) to its property; (n) the Company has not granted any increase in employment terms for the base compensation of any of its directors, officers, or managers and employees outside the Ordinary Course ordinary course of Businessbusiness; (uo) the Company has not made or pledged committed to make any charitable or other capital contribution outside the Ordinary Course in excess of Business$5,000; (vp) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other material occurrence, event, incident, action, failure to act, act or transaction outside the Ordinary Course ordinary course of Business business involving the Company; and and (aaq) the Company has not committed to do any of the foregoingitems described in this Section 2.8.

Subsequent Events. Except as shown on §3.15 Since January 1, 2019: (a) each of the Disclosure ScheduleCompany and its Subsidiaries has conducted its businesses in the Ordinary Course of Business consistent with past practice, since December 31except for the negotiation, 2005execution, delivery and performance of this Agreement and the Documents, (b) there has not been occurred any material adverse change event that, individually or in the businessaggregate, financial conditionhas had or would reasonably be expected to have a Material Adverse Change on the Company or its Subsidiaries, operations, or results of operations and (c) none of the Company. Without limiting the generality of the foregoing, since December 31, 2005Company or its Subsidiaries has: (ai) issued, sold, transferred, disposed of, acquired, redeemed, granted options or rights to purchase, rights of first refusal or subscription rights, or sold any securities of the Company has not or its Subsidiaries (or securities convertible into or exchangeable for capital stock, voting securities or other ownership interests or securities with profit participation features) or permitted any reclassifications of any securities of the Company or any of its Subsidiaries, except as set forth on Schedule 6.5; (ii) amended or modified its Fundamental Documents in any manner, except for amendments to its Certificate of Incorporation on July 12, 2019 and September 24, 2019; (iii) declared, paid or otherwise set aside for payment any non-cash dividend or other non-cash distribution with respect to the Transferred Shares or any other equity securities; (iv) merged or consolidated with, or acquired all or substantially all the assets of, or otherwise acquired, any business, business organization or division thereof, or any other Person; (v) sold, leased, transferredlicensed, sublicensed, assigned, transferred or assigned became subject to any of its assets, tangible or intangible, Lien (other than for fair consideration Permitted Liens) or otherwise disposed of any assets other than (i) the sale and/or licensing of inventory (including tests and content) and damaged or obsolete or excess equipment; (ii) the settlement of accounts receivable; and (iii) the sale of goods, in each case in the Ordinary Course of Business; (bvi) canceled any material debts or claims, or suffered any material loss or waived any rights of material value (in each case outside of the Company has not ordinary course of business consistent with past practice); (vii) made any loans or advances to, or guaranties of loan or advances for the benefit of, any Person; (viii) settled or compromised any material Proceeding; (ix) (A) entered into any agreement, contract, leasenew, or license amended or terminated (other than for cause) any Material Employee Agreement; (B) granted any material increases in the compensation perquisites or series benefits to current or former officers, directors, employees or consultants, other than normal increases in the ordinary course of related agreementsbusiness to the extent consistent with the past practice of the Company; or (C) agreed to grant or granted any equity-related, contractscash-based, leasesperformance or similar awards or bonuses or any other award that, and licenses) either involving more than $10,000at the option of the grantee, is to be settled in securities of the Company or any of its Subsidiaries; (cx) no Person (including A) adopted, amended or terminated any Employee Benefit Plan (other than as required by applicable Law) or adopted or entered into any new Employee Benefit Plan or materially increased the Company) has accelerated, terminated, modifiedbenefits provided under any Employee Benefit Plan (other than increases incurred in the ordinary course of business to the extent consistent with past practice), or cancelled promised or committed to undertake any of the foregoing in the future; or (B) entered into, amended or extended any collective bargaining or other labor agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound; (dxi) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities or otherwise conducted its cash management customs and practices other than in the ordinary course of the Companybusiness consistent with past practice (including with respect to purchases of supplies, repairs and maintenance, levels of capital expenditures and operation of cash management practices generally); (jxii) accelerated or caused the Company has not cancelled, compromised, waived, acceleration of the collection or released receipt of any right accounts receivable or claim the realization of other current assets or otherwise conduct its cash management customs and practices other than in the ordinary course of business consistent with past practice (or series including with respect to pricing and credit practices and operation of related rights and claims) either involving more than $10,000cash management practices generally); (kxiii) the Company has not granted engaged in any license promotional sales or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, material discount or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any activity with customers outside of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (sxiv) the Company has not adopted, amended, modified, abandoned or terminated permitted to lapse any bonus, profit-sharing, incentive, severance, Owned Intellectual Property; (xv) entered into any transaction with or other plan, contract, or commitment for the benefit of any Affiliate other than the transactions contemplated by this Agreement, the other Documents and the transactions contemplated herein and therein; (xvi) made or changed any material Tax election, settled or compromised any material Tax claim or Tax Proceeding, consented to any waiver of its directors, officersthe statute of limitations period applicable to any Tax claim or Tax Proceeding, and employees (or taken entered into any such action closing agreement with respect to any other Employee Benefit Plan)material Taxes; (txvii) terminated the coverage of any insurance policies, or failed to maintain insurance upon all its material assets and properties in such amounts and of such kinds comparable to that in effect as of the date hereof; (xviii) made any change in accounting practices or policies other than as required by applicable Law or GAAP; or (xix) authorized, or committed or agreed to take, any of the foregoing actions that would affect the Company has not made any other change in employment terms for or any of its directors, officers, Subsidiaries or employees outside otherwise be in effect from and after the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoingClosing.

Subsequent Events. Except as shown on §3.15 of the Disclosure Scheduleset forth in SCHEDULE 4.8, since December 31, 2005, there the Balance Sheet Date the Company has not been any material adverse change operated in the businessOrdinary Course of Business and there have been no events, financial conditionseries of events or the lack of occurrence thereof which, operationssingularly or in the aggregate, or results of operations of could reasonably be expected to have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, since December 31that date, 2005none of the following has occurred: (a) the The Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, assets other than for a fair consideration or otherwise in the Ordinary Course of Business;. (b) the The Company has not entered into any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) either involving more than $10,000;10,000 or outside the Ordinary Course of Business. (c) no Person (including No Encumbrance has been imposed upon any assets of the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound;. (d) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the The Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000;5,000 individually, $10,000 in the aggregate, or outside the Ordinary Course of Business. (fe) the The Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000;Person. (gf) the The Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, or guaranteed any indebtedness Liability for borrowed money or capitalized lease obligations involving more than $10,000;Contract. (ig) the The Company has not delayed or postponed the payment of any accounts payable or any other Liabilities outside the Ordinary Course of the Company;Business. (jh) the The Company has not cancelledcanceled, compromised, waived, or released any right or claim Action (or series of related rights and claimsActions) either involving more than $10,000;outside the Ordinary Course of Business. (ki) the The Company has not granted any license Contracts or sublicense of any rights under or with respect to any Intellectual Property;. (lj) there There has been no change made or authorized in to be made to the Organizational Documents of the Company;. (mk) the The Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company;Equity Interests. (nl) the The Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;Equity Interests. (om) the The Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property;properties. (pn) the The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and or employees;. (qo) the The Company has not entered into any employment contract employment, collective bargaining, or collective bargaining agreement similar Contract or modified the terms of any existing employment contract or collective bargaining agreement;such Contract. (rp) the The Company has not committed to pay any bonus or granted or authorized any increase in the base compensation (i) of any director or officer, or (ii) outside of its directors, officers, and employees outside the Ordinary Course of Business;, of any of its other employees. (sq) Other than the actions taken with respect to the Lan Plus, Inc. Employee Stock Ownership Plan pursuant to the Stock Purchase Agreement, dated as of the date hereof, among J & M Interests, LLC, the investors listed on the signature pages thereto, and Andy Teng, the Company has not adoptedno▇ ▇▇▇▇▇▇▇, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment similar Contract for the benefit of any of its directors, officers, and or employees (or taken any such action with respect to any other Employee Benefit Plan);. (tr) the The Company has not made any other change in employment terms outside of the Ordinary Course of Business, for any of its other directors, officers, or employees outside the Ordinary Course of Business;employees. (us) the The Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;. (vt) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Company outside the Ordinary Course of Business involving the CompanyBusiness; and (aa) the Company has not committed to any of the foregoing.

Subsequent Events. Except as shown set forth on §3.15 Schedule 3.5, from the Interim Balance Sheet Date to the date of this Agreement, (a) there have been no adverse changes in the assets, financial condition or operating results of the Disclosure Schedule, since December 31, 2005, there has not been any material adverse change Company and its Subsidiaries and (b) the Company and its Subsidiaries have conducted their business in the businessordinary course, financial condition, operations, or results of operations of the Companyconsistent with past practice. Without limiting the generality of the foregoing, since December 31the Interim Balance Sheet Date, 2005except as set forth on Schedule 3.5: (ai) neither the Company nor any of its Subsidiaries has not sold, leased, transferred, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration or otherwise in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (bii) neither the Company nor any of its Subsidiaries has not entered into any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) either involving more than $10,000500,000 or outside the ordinary course of business consistent with past practice; (ca) no Person (including neither the Company) Company nor any of its Subsidiaries has accelerated, terminated, modifiedamended, modified or cancelled any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) involving more than $10,000 500,000 to which the Company or any of its Subsidiaries is a party or by which it any of them is bound and (b) no party other than the Company or any of its Subsidiaries has accelerated, terminated, amended, modified or cancelled any Contract (or series of related Contracts) involving more than $500,000 to which the Company or any of its Subsidiaries is a party or by which any of them is bound; (div) neither the Company nor any of its Subsidiaries has not imposed any Security Interest Encumbrances, other than Permitted Encumbrances, upon any of its assets, tangible or intangible; (ev) neither the Company nor any of its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000500,000 or outside the ordinary course of business consistent with past practice; (fvi) neither the Company nor any of its Subsidiaries has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person person (or series of related capital investments, loans, loans and acquisitions) either involving more than $10,000500,000 or outside the ordinary course of business consistent with past practice; (gvii) neither the Company nor any of its Subsidiaries has not issued any note, bond, bond or other debt security or created, incurred, assumed or guaranteed any Indebtedness either involving more than $10,000500,000 singly or $1,000,000 in the aggregate; (hviii) neither the Company nor any of its Subsidiaries has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities outside the ordinary course of the Companybusiness consistent with past practice; (jix) neither the Company nor any of its Subsidiaries has not cancelled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than $10,000500,000 or outside the ordinary course of business consistent with past practice; (kx) neither the Company nor any of its Subsidiaries has not transferred, assigned or granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty outside the ordinary course of business consistent with past practice; (lxi) there has been no change made or authorized in the Organizational Constituent Documents of any of the CompanyCompany and its Subsidiaries; (mxii) neither the Company nor any of its Subsidiaries has not issued, sold, sold or otherwise disposed of any of its capital stockstock (or other equity interest), or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any of its capital stock (or any other equity interest in the Companyinterests); (nxiii) neither the Company nor any of its Subsidiaries has not declared, set aside, aside or paid any dividend or made any distribution with respect to its capital stock or other equity interests (whether in cash or in kind) or redeemed, purchased, purchased or otherwise acquired any of its capital stockstock or other equity interests; (oxiv) neither the Company nor any of its Subsidiaries has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (pxv) neither the Company nor any of its Subsidiaries has not made any loan to, or entered into any other transaction with, any of its directors, officers, officers and employeesemployees outside the ordinary course of business consistent with past practice; (qxvi) neither the Company nor any of its Subsidiaries has not entered into any employment contract Contract or collective bargaining agreement agreement, written or oral, or modified the terms of any existing employment contract such Contract or collective bargaining agreement; (rxvii) neither the Company nor any of its Subsidiaries has not granted or authorized any increase in the base compensation of any of its directors, officers, officers and employees outside the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (sxviii) neither the Company nor any of its Subsidiaries has not adopted, amended, modified, modified or terminated any bonus, profit-profit sharing, incentive, severance, severance or other plan, contract, Contract or commitment for the benefit of any of its directors, officers, officers and employees (or taken any such action with respect to any other Employee Benefit Planemployee benefit plan); (txix) neither the Company nor any of its Subsidiaries has not made any other change in employment terms for any of its directors, officers, or officers and employees outside the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (uxx) neither the Company nor any of its Subsidiaries has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (vxxi) all accepted and unfilled orders for the sale of goods by neither the Company have been entered into in nor any of its Subsidiaries has discharged a material Liability or Encumbrance outside the Ordinary Course ordinary course of Business, are not extraordinary, and (if outstanding) can be filled in accordance business consistent with their termspast practice; (wxxii) all purchase orders issued by neither the Company have been placed in the Ordinary Course nor any of Business;its Subsidiaries has made any loans or advances of money other than ordinary course advances made to any officers, employees or directors for travel and other business expenses; and (xxxiii) neither the Company nor any of its Subsidiaries has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoing.

Subsequent Events. Except as shown on §3.15 of the Disclosure Schedule, since Since December 31, 20052022, except for matters specifically relating to the transactions contemplated by this Agreement or as listed on Schedule 4(f), Seller has operated the Business in the Ordinary Course of Business and there has not been any material adverse change Material Adverse Effect in the business, financial condition, operations, operations or results of operations of the CompanyBusiness. Without limiting the generality of the foregoing, since Since December 31, 2005:2022, except for matters specifically relating to the transactions contemplated by this Agreement or as set forth on Schedule 4(f), Seller has not done any of the following (in each case, solely with respect to the Business and/or Acquired Assets): (ai) no party (including Seller) has accelerated, terminated, modified or canceled any Material Contract to which Seller is a party or by which Seller is bound, or which is otherwise material to Seller or the Company Business and, to the Knowledge of Seller, no party intends to take any such action; (ii) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of its assets or property; (iii) intentionally omitted; (iv) Intentionally omitted; (v) Intentionally omitted; (vi) Seller has not incurred any Liens (other than Permitted Liens arising in the Ordinary Course of Business) upon any of its assets; (vii) Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration or otherwise in the Ordinary Course of Business; (bviii) the Company Seller has not entered merged into any agreementor with, contractconsolidated with, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000; (c) no Person (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound; (d) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000outside the Ordinary Course of Business; (gix) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company Seller has not delayed or postponed the payment of any accounts payable material amount of Accounts Payable or commissions or any other Liabilities Liability or agreed or negotiated with any Person to extend the payment date of the Companyany material amount of Accounts Payable or commissions or any other Liability; (jx) the Company Seller has not cancelled, compromised, waived, or released any right or claim (or series outside the Ordinary Course of related rights and claims) either involving more than $10,000Business; (kxi) Seller has not accelerated the Company collection or receipt of, or discounted, a material amount of Account Receivables outside the Ordinary Course of Business; (xii) Seller has not paid any fee, interest, royalty or any other payment of any kind to, or entered into any transactions or other agreements with, any employee of Seller or any Affiliate of Seller (other than the payment of salary, bonuses and expense reimbursement in the Ordinary Course of Business); (xiii) intentionally omitted; (xiv) Seller has not entered into, adopted, materially amended or terminated any Employee Benefit Plan; (xv) Seller has not entered into any employment, severance, retention or similar contract (other than at will employment agreements in the Ordinary Course of Business) or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (xvi) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty of Seller; (lxvii) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company Seller has not issued, sold, written down or otherwise disposed written up the value of any of its capital stockasset or investment on Seller’s books or records, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, except for depreciation and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or amortization taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (xxviii) Seller has not made or changed any Tax election, changed any annual Tax accounting period, adopted or changed any method of Tax accounting, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax refund, offset or other reduction in Tax Liability, consented to any extension or waiver of the Company has managed its treasury in the Ordinary Course of Businesslimitations period applicable to any Tax claim or assessment or took or omitted to take any other action related to Taxes; (yxix) the Company’s customers have only returned products Seller has not settled or been subject to any investigation, claim or litigation, or filed any motions, orders, briefs or settlement agreements in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statementsany Proceeding before any Governmental or Licensing Authority or any arbitrator; (zxx) to the Knowledge Seller has not adopted a plan or agreement of Sellercomplete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization; (xxi) there has not been any other material occurrence, event, incident, action, failure to act, act or transaction outside the Ordinary Course of Business involving the CompanyBusiness; (xxii) Seller has not changed the accounting methods, principles or practices utilized by Seller, except as required by GAAP or applicable Law; and and (aaxxiii) the Company Seller has not committed to do or to facilitate any of the foregoing.

Subsequent Events. Except Since the Interim Balance Sheet Date to the date hereof, except as shown provided on §3.15 of the Disclosure Schedule, since December 31, 2005, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Company. Without limiting the generality of the foregoing, since December 31, 2005:Schedule 5.2(i): (ai) the no Company has not sold, leased, transferred, assigned or assigned relocated outside the Seller Facilities or the New Seller Facilities any of its assets, tangible or intangible, other than for fair consideration or otherwise inventory sold in the Ordinary Course ordinary course of Businessbusiness consistent with past custom and practice; (bii) the no Company has amended adversely to such Company or terminated any Material Contract or Lease; (iii) no Encumbrance has been imposed upon any of the assets or properties of any Company other than Permitted Encumbrances; (iv) no Company has experienced any material damage, destruction, or loss (whether or not covered by insurance) of the assets or properties of such Company or the Seller Facilities or the New Seller Facilities; (v) no Company has entered into any agreementcollective bargaining or similar contract or modified the terms of any such existing contract; (vi) no Company has canceled, contractcompromised, leasewaived, or license released any Action (or series of related agreements, contracts, leases, and licensesActions) made by or against it either involving more than $10,00010,000 individually or $25,000 in the aggregate; (cvii) no Person (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound; (d) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,00050,000 individually or $250,000 in the aggregate; (fviii) the no Company has not declared, set aside, or paid any dividend or made any capital investment inother distribution with respect to its Equity Interests (excluding cash dividends) or redeemed, any loan torepurchased, or otherwise acquired any acquisition of the securities its outstanding Equity Interests; (ix) no Company has made or assets of, pledged to make any charitable or other Person (or series of related capital investments, loans, and acquisitions) contribution either involving more than $10,0002,000 individually or $5,000 in the aggregate,; (gx) the no Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, or guaranteed any indebtedness Liability for borrowed money or capitalized lease obligations involving more than $10,000lease, except under credit facilities in effect as of the date hereof and for the creation of customary trade payables of such Company in the ordinary course of business; (ixi) the no Company has not delayed made any material change in its accounting practices, policies or postponed the payment procedures, made any material adjustment to its books and records, or recharacterized any of any accounts payable its assets or any other Liabilities of the CompanyLiabilities; (jxii) the no Company has not cancelledcommitted to pay any increase in bonus or granted severance or termination pay or any increase in the base compensation or fringe benefits payable to any current or former director, compromisedmanager, waivedofficer, employee, or released any right or claim (or series of related rights and claims) either involving more than $10,000consultant thereof; (kxiii) the no Company has not adopted, amended, modified, or terminated any employment, bonus, profit-sharing, incentive, severance, change in control or similar Contract for the benefit of any of its current or former directors, managers, officers, employees or consultants (or taken any such action with respect to any other Company Benefit Plan); (xiv) no Company has made any loan or advance to, or entered into any other transaction with, any of its current or former directors, managers, officers, employees, or consultants, any Seller or any Affiliate of a Seller; (xv) no Company has granted any license or sublicense of any rights under or with respect to any Intellectual Property;Property except in the ordinary course of business; and (lxvi) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to do any of the foregoing.

Subsequent Events. Except as shown on §3.15 From the date of the Disclosure ScheduleInterim Statement until the date of this Agreement, since December 31, 2005, (a) Sellers have conducted the Business in the ordinary course of business in all material respects and (b) there has not been been, with respect to the Business, any material adverse change event, change, occurrence or circumstance that, individually or in the businessaggregate with any such events, financial conditionchanges, operationsoccurrences or circumstances, has had or results of operations of the Companycould reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31the date of the Interim Statement, 2005: Sellers have not: (a) the Company has not sold, leased, transferred, pledged, encumbered or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in the Ordinary Course assets of Business; the Business outside the ordinary course of business; (b) the Company has not entered into any agreement, contract, lease, or license material Contract (or series of related agreements, contracts, leases, and licensesmaterial Contracts) either involving more other than $10,000; in the ordinary course of business; (c) no Person (including the Company) has accelerated, terminated, modifiedmodified or canceled any material Contract except in the ordinary course of business and, or cancelled to Sellers’ knowledge, no other party has done so as a result of any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or default by which it is bound; Sellers; (d) the Company has not imposed any Security Interest upon any of its assetsaccelerated, tangible waived, wrote-off or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed canceled the payment of any accounts payable or any other Liabilities receivable outside the ordinary course of the Company; business; (je) the Company has not cancelledcanceled, compromised, waived, waived or released any material right or claim (or series of related rights and claims) either involving more than $10,000; outside the ordinary course of business; (kf) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; Property outside the ordinary course of business; (lg) there has been no experienced any material damage, destruction or loss to the assets of the Business; (h) experienced any material change made in personnel or authorized relationships with third parties, including customers and vendors, other than immaterial changes which occur in the Organizational Documents ordinary course of the Company; business; (mi) the Company has not issuedchanged accounting or Tax reporting principles, sold, methods or otherwise disposed of any of its capital stock, policies; or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercisej) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to do any of the foregoing.

Subsequent Events. Except Since September 30, 2002, no Material Adverse Effect has occurred and, except as shown set forth on §3.15 of the Disclosure Schedule, since December 31, 2005, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Company. Without limiting the generality of the foregoing, since December 31, 2005:Schedule 4.8, (a) Seller has conducted the Company Business only in the ordinary course and in a manner consistent with past custom and practice; (b) Seller has not made any change in its accounting methods, principles, or practices; (c) Seller has not revalued any assets of the Business, including writing down the value of inventory or writing off notes or accounts receivable, other than in the ordinary course of business consistent with past custom and practice; (d) Seller has not sold, leased, transferred, assigned, or assigned otherwise disposed of any assets of its assetsthe Business, tangible or intangible, other than for fair consideration or otherwise in the Ordinary Course ordinary course of BusinessSeller’s business consistent with past custom and practice; (be) the Company Seller has not entered into any agreement, contract, lease, or license (or series relating to the Business outside the ordinary course of related agreementsSeller’s business consistent with past custom and practice, contracts, leases, and licenses) either involving more than $10,000except as contemplated by this Agreement; (cf) no Person (including the Company) Seller has not accelerated, terminated, modified, or cancelled any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 relating to which the Company is a party or by which it is boundBusiness; (dg) the Company Seller has not imposed any Security Interest Lien upon any assets of its assetsthe Business, tangible or intangible, other than Permitted Liens; (eh) the Company Seller has not made any capital expenditure (or series of related capital expenditures) either relating to the Business involving more than $25,00050,000; (fi) the Company Seller has not made any capital investment in, any loan or advance to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either relating to the Business involving more than $10,00050,000; (gj) the Company Seller has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000obligation; (ik) the Company Seller has not materially delayed or materially postponed the payment of any accounts payable or any other Liabilities of liabilities relating to the CompanyBusiness; (jl) the Company Seller has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either relating to the Business involving more than $10,00050,000; (km) the Company Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in Property relating to the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the CompanyBusiness; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyany property relating to the Business having a value greater than $50,000; (po) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company Seller has not granted or authorized any increase in the base compensation of any independent contractors or employees of its directors, officers, the Business other than in the ordinary course of Seller’s business consistent with past custom and employees outside the Ordinary Course of Businesspractice; (sp) the Company Seller has not adopted, amended, modified, or terminated any Employee Plan or Compensation Arrangement (including any bonus, profit-sharing, incentive, severance, termination, change of control or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Planemployees); (tq) the Company Seller has not made any other change in employment terms or engagement terms for any of its directors, officers, independent contractors or employees outside of the Ordinary Course Business other than in the ordinary course of Business;Seller’s business consistent with past custom and practice; and (ur) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company Seller has not committed to do any of the foregoing.

Subsequent Events. Except as shown on §3.15 Since June 30, 2003, there have been no changes in the assets, condition or affairs, financial or otherwise, of the Disclosure Schedule, since December 31, 2005, there has not been any material adverse change Target that would individually or in the business, financial condition, operations, or results of operations of aggregate have a Material Adverse Effect on the CompanyTarget. Without limiting the generality of the foregoing, since December 31that date, 2005except as set forth in Section 3.9 of the Target's Disclosure Schedule: (a) the Company Target has not sold, leased, transferred, transferred or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in including the Ordinary Course of BusinessSoftware; (b) the Company Target has not entered into any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenses) either involving more than $10,0005,000 or outside the Ordinary Course of Business; (c) no Person party (including the CompanyTarget) has accelerated, terminated, modified, modified or cancelled any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenses) involving more than $10,000 5,000 to which the Company Target is a party or by which it is bound; (d) the Company Target has not imposed, or had imposed against it, any Security Interest upon any of its assets, tangible or intangible, including the Software; (e) the Company Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,0005,000 or outside the Ordinary Course of Business; (f) the Company Target has not made any capital investment in, any loan to, to or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, loans and acquisitions) either involving more than $10,0005,000 or outside the Ordinary Course of Business; (g) the Company Target has not issued any note, bond, bond or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations obligation either involving more than $10,0005,000 singly or $10,000 in the aggregate; (ih) the Company Target has not delayed or postponed the payment of any accounts payable or any and other Liabilities of the CompanyLiabilities; (ji) the Company Target has not cancelled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than $10,0005,000 or outside the Ordinary Course of Business; (kj) the Company Target has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, including the Software, other than in the Ordinary Course of Business to a customer listed in Section 3.25 of the Target's Disclosure Schedule; (lk) there has been no change made or authorized in the Organizational Documents certificate of incorporation, bylaws or other organizational documents of the CompanyTarget, other than as expressly required under this Agreement; (ml) the Company Target has not issued, sold, sold or otherwise disposed of any Target Stock or any other capital stock of its capital stockthe Target, or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any of its capital stock Target Stock or any other equity interest in capital stock of the CompanyTarget; (nm) the Company Target has not declared, set aside, aside or paid any dividend or made any distribution with respect to its Target Stock or any other capital stock of the Target (whether in cash or in kind) or redeemed, purchased, purchased or otherwise acquired any Target Stock or any other capital stock of its capital stockthe Target; (on) the Company Target has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (po) the Company Target has not made any loan to, received any loan from or entered into any other transaction with, with any of its directors, officers, and officers or employees; (qp) the Company Target has not entered into any employment contract or collective bargaining agreement agreement, written or oral, or modified the terms of any existing employment such contract or collective bargaining agreement; (rq) the Company Target has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessofficers or employees; (sr) the Company Target has not adopted, amended, modified, modified or terminated any Employee Benefit Plan or any bonus, profit-sharing, incentive, severance, severance or other plan, contract, contract or commitment for the benefit of any of its directors, officers, and officers or employees (or taken any corrective action or other such action with respect to any other Employee Benefit Plan); (ts) the Company Target has not made any other material change in employment terms for any of its directors, officers, officers or employees outside the Ordinary Course of Businessemployees; (ut) the Company Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (vu) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other material occurrence, event, incident, action, failure to act, act or transaction outside the Ordinary Course of Business involving the Company; and Target; (aav) the Company Target has not modified or agreed to modify, allowed any lapse or expiration of or failed to timely apply to renew any Permit; and (w) the Target has not committed to do any of the foregoingitems described in this Section 3.9.

Subsequent Events. Except as shown on §3.15 set forth in SCHEDULE 4.8, since the date of the Disclosure Schedule, since December 31, 2005, most recent Financial Statements which include a balance sheet (the "BALANCE SHEET DATE") each of the Partnerships have operated in the ordinary course of business and there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Companywith respect to any Partnership. Without limiting the generality of the foregoing, since December 31that date, 2005none of the following have occurred: (a) the Company neither Partnership has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, assets other than for a fair consideration or otherwise in the Ordinary Course ordinary course of Businessbusiness; (b) the Company neither Partnership has not entered into any agreement, contract, lease, contract or license agreement (or series of related contracts or agreements), contractsor any amendment or modification of any contract or agreement, leases, and licenses) either involving more than $10,00050,000 or outside the ordinary course of business; (c) no Person (including Encumbrance has been imposed upon any of the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is boundProperties; (d) the Company neither Partnership has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,00025,000 individually, $50,000 in the aggregate, or outside the ordinary course of business; (fe) the Company neither Partnership has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, or guaranteed any indebtedness liability for borrowed money or capitalized lease obligations involving more than $10,000lease; (if) the Company neither Partnership has not delayed or postponed the payment of any accounts payable or any other Liabilities liabilities outside the ordinary course of the Companybusiness; (jg) the Company neither Partnership has not cancelledcanceled, compromised, waived, or released any right claim or claim cause of action (or series of related rights and claimsclaims or causes of action) either involving more than $10,000outside the ordinary course of business; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (lh) there has been no change made or authorized in to the Organizational Documents of the Companyeither Partnership; (mi) the Company neither Partnership has not issued, sold, or otherwise disposed of any of its capital stock, limited or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Companygeneral partner interests; (nj) the Company neither Partnership has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock limited and general partner interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stocklimited or general partner interests; (ok) the Company neither Partnership has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyProperties in excess of $25,000; (pl) the Company neither Partnership has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employeesemployees or Affiliates; (qm) the Company neither Partnership has not entered into any employment employment, collective bargaining, or similar contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreementsuch contract; (rn) the Company neither Partnership has not committed to pay any bonus or granted or authorized any increase in the base compensation (i) of any director, officer, or employee thereof that is a Seller or an Affiliate thereof, or (ii) outside of the ordinary course of business, of any of its directors, officers, and employees outside the Ordinary Course of Businessother employees; (so) the Company neither Partnership has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment similar contract for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan)employees; (tp) the Company neither Partnership has not made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof, or (ii) outside of the ordinary course of business, any of its other directors, officers, or employees outside the Ordinary Course of Businessemployees; (uq) the Company neither Partnership has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (vr) all accepted neither Partnership has discharged or satisfied any lien or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and unfilled orders for the sale of goods by the Company have been entered into paid in the Ordinary Course ordinary course of Business, are not extraordinary, business and (if outstanding) can be filled in accordance consistent with their termspast practices; (ws) all purchase orders issued neither Partnership has made any material change in any of the accounting principles followed by it or the Company have been placed in the Ordinary Course method of Businessapplying such principles; (xt) neither Partnership has made any change in any material Tax election or the Company has managed its treasury in the Ordinary Course of Businessmanner Taxes are reported; (yu) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Partnerships either involving more than $25,000 (individually or in the aggregate) or outside the Ordinary Course ordinary course of Business involving the Companybusiness; and and (aav) the Company neither Partnership has not committed to any of the foregoing.

Subsequent Events. Except as shown set forth on §3.15 of the Disclosure ScheduleSchedule 3.9, since December 31year ended January 15, 2005, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the Company. Without limiting the generality of the foregoing, since December 31, 2005: 1996: (ai) the Company Seller has not sold, leased, transferred, transferred or assigned any assets of its assetsthe Business, tangible or intangible, other than for fair consideration or otherwise except in the Ordinary Course of Business; Course; (bii) the Company Seller has not entered into any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenses) either involving more than $10,000; 2,500 or outside the Ordinary Course; (ciii) no Person (including the Company) third party has accelerated, terminated, modified, modified or cancelled canceled any material agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenses) involving more than $10,000 relating to which Seller or the Company is a party or by which it is bound; Business; (div) the Company Seller has not imposed or permitted the imposition of any Security Interest Encumbrance upon any assets of its assetsthe Business, tangible or intangible; ; (ev) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and loans or acquisitions); (vi) either involving more than $10,000; (g) the Company Seller has not issued any note, bond, bond or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; obligations; (ivii) the Company Seller has not delayed or postponed the payment of any accounts payable or any and other Liabilities of outside the Company; Ordinary Course; (jviii) the Company Seller has not cancelledcanceled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than $10,000; 1,000 or outside the Ordinary Course; (kix) the Company Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made Property used or authorized useful in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; ; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other material occurrence, event, incident, action, failure to act, act or transaction outside the Ordinary Course of Business involving the CompanySeller except that is generally known by other NRTC members and affiliates; and (aaxi) the Company Seller has not committed to any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of Seller.

Subsequent Events. Except Since the Interim Balance Sheet Date, except as shown set forth on §3.15 of the Disclosure Schedule, since December 31, 2005Schedule 3.10, there has not been any material adverse change in Material Adverse Change with respect to the business, financial condition, operations, or results of operations Company nor have any of the Company. Without limiting the generality of the foregoing, since December 31, 2005following have occurred: (a) the Company has not sold, leased, transferred, or assigned any assets having an aggregate value of its assets, tangible or intangible, greater than $100,000 other than for a fair consideration or otherwise in the Ordinary Course of Business; (b) the Company has not entered into any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) either involving more than $10,000100,000 or outside the Ordinary Course of Business; (c) no Person (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) Contract involving more than $10,000 100,000 has been terminated except for any such termination that would not have a Material Adverse Effect with respect to the Company; (d) neither the Company, nor, to the Knowledge of Seller, any other party to any Contract involving more than $100,000 to which the Company is a party or by which it is bound; (d) the Company has not imposed any Security Interest upon bound or any of its assets, tangible or intangibleassets is subject has Breached in any material respect any such Contract; (e) no Encumbrance has been imposed upon any of the assets of the Company; (f) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000100,000 or outside the Ordinary Course of Business; (fg) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000Person; (gh) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not instrument or created, incurred, assumed, or guaranteed any indebtedness Liability for borrowed money or capitalized lease obligations involving more than $10,000Contract; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities outside the Ordinary Course of the CompanyBusiness; (j) the Company has not cancelledcanceled, compromised, waived, or released any right or claim Action (or series of related rights and claimsActions) either involving more than $10,000100,000; (k) the Company has not entered into any Contracts or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in to the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the CompanyEquity Interests; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockEquity Interests (other than cash distributions to shareholders of the Company immediately prior to Closing); (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyassets or properties involving more than $100,000 in the aggregate; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and or employees; (q) the Company has not entered into any employment contract employment, collective bargaining, or collective bargaining agreement similar Contract or modified the terms of any such existing employment contract or collective bargaining agreementContract; (r) the Company has not committed to pay any bonus or granted or authorized any increase in the base compensation or made any other changes in employment terms of any of its directors, officers, and employees, consultants or stockholders outside of (i) increases in the base compensation to any of its employees outside who are not Stockholders, officers or key employees of the Company made in the Ordinary Course of BusinessBusiness and (ii) the payment of customary year-end bonuses in the Ordinary Course of Business as provided for in Schedule 3.10(r); (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, or other plan, contract, or commitment similar Contract for the benefit of any of its directors, officers, and employees employees, consultants or stockholders (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution involving more than $100,000 (individually or in the aggregate) or, in the case of capital contributions, outside the Ordinary Course of Business. All such pledges for charitable contribution are either reflected as a Liability on the Interim Balance Sheet or will be paid and satisfied in full on or prior to the Closing; (vu) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Company involving more than $75,000 (individually or in the aggregate) or outside the Ordinary Course of Business involving the Company; and Business; (aav) the Company has not committed made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their respective Affiliates outside the Ordinary Course of Business; (w) the Company has not made any change in its accounting practice, policies or procedures, made any adjustment to its books and records, or recharacterized any assets or Liabilities; (x) the Company has not made, changed or rescinded any election in respect of Taxes (other than the Company electing to be a Qualified Subchapter S Subsidiary of Seller pursuant to the Reorganization and converting to be a limited liability company pursuant to the Conversion), adopted or changed any accounting method in respect of Taxes, filed any amendment to a Tax Return or filed any Tax Return which has not been prepared in accordance with past practice, entered into any closing agreement, settled any claim or assessment in respect of Taxes, consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; and (y) the Company has not entered into any Contract committing it to any of the foregoing.

Subsequent Events. Except as shown on §3.15 of the Disclosure Schedule, since Since December 31, 20051998, there no Material Adverse Effect on Sellers has not been any material adverse change in the businessoccurred and, financial condition, operations, or results of operations of the Company. Without limiting the generality of the foregoing, since December 31, 2005:except as set forth on Schedule 4.9, (a) none of the Company Sellers has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in the Ordinary Course ordinary course of BusinessSellers' business consistent with past custom and practice; (b) none of the Company Sellers has not entered into any agreement, contract, lease, or license (or series outside the ordinary course of related agreements, contracts, leases, Sellers' business consistent with past custom and licenses) either involving more than $10,000practice; (c) no Person (including none of the Company) Sellers has accelerated, terminated, modified, or cancelled any material agreement, contract, lease, or license (or series other than in the ordinary course of related agreements, contracts, leases, Sellers' business consistent with past custom and licenses) involving more than $10,000 to which the Company is a party or by which it is boundpractice; (d) none of the Company Sellers has not imposed any Security Interest Lien upon any of its assets, tangible or intangible, other than Permitted Liens; (e) none of the Company Sellers has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,00075,000; (f) none of the Company Sellers has not made any capital investment in, any loan or advance to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,00075,000; (g) none of the Company Sellers has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000obligation; (ih) none of the Company Sellers has not delayed or postponed the payment of any accounts payable or any other Liabilities liabilities other than in the ordinary course of the CompanySellers' business consistent with past custom and practice; (ji) none of the Company Sellers has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,00075,000; (kj) none of the Company Sellers has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (lk) there has been no change made or authorized in the Organizational Documents none of the Company; (m) the Company Sellers has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty having an aggregate value greater than $75,000; (pl) none of the Company Sellers has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and independent contractors, or employees outside the Ordinary Course ordinary course of BusinessSellers' business consistent with past custom and practice; (sm) none of the Company Sellers has not adopted, amended, modified, or terminated any Employee Plan or Compensation Arrangement (including any bonus, profit-sharing, incentive, severance, termination, change of control or other plan, contract, or commitment for the benefit of any of its directors, officers, or employees), other than in the ordinary course of Sellers' business consistent with past custom and employees (or taken any such action with respect to any other Employee Benefit Plan)practice; (tn) none of the Company Sellers has not made any other change in employment terms or engagement terms for any of its directors, officers, independent contractors, or employees outside the Ordinary Course ordinary course of BusinessSellers' business consistent with past custom and practice; (uo) the Company has not made or pledged to make any charitable or no other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, material event, incident, action, failure to act, or transaction involving any of the Sellers has occurred outside the Ordinary Course ordinary course of Business involving Sellers' business consistent with past custom and practice; and (p) none of the Company; and (aa) the Company Sellers has not committed to do any of the foregoing.

Subsequent Events. Except as shown on §3.15 of the set forth in Disclosure ScheduleSchedule 4.6, since December 31, 2005the Most Recent Fiscal Month End, there has not been any material adverse change in the business, financial condition, operations, or results of operations of the CompanySeller. Without limiting the generality of the foregoing, since December 31, 2005that date: (a) the Company Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in outside the Ordinary Course of Business; (b) the Company Seller has not entered into any agreement, contract, lease, or license (or series outside the Ordinary Course of related agreements, contracts, leases, and licenses) either involving more than $10,000Business; (c) no Person (including the Company) Seller has not accelerated, terminated, modifiedmade material modifications to, or cancelled canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 50,000 to which the Company either ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Sales is a party or by which it is boundparty; (d) the Company Seller has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company Seller has not made any capital expenditure (or series expenditures outside the Ordinary Course of related capital expenditures) either involving more than $25,000Business; (f) the Company Seller has not made any capital equity investment in, any loan to, or any acquisition of the securities or assets of, in any other Person (or series and has not made any loan to any other Person outside the Ordinary Course of related capital investments, loans, and acquisitions) either involving more than $10,000Business; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company Seller has not created, incurred, assumed, or guaranteed any more than $50,000 in aggregate indebtedness for borrowed money or and capitalized lease obligations involving more than $10,000and all of such obligations will be reflected on the Closing Statement if outstanding at Closing; (ih) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company Seller has not granted any license or sublicense of any material rights under or with respect to any Intellectual Property; (li) there has been no material change made or authorized in the Organizational Documents charter, certificate of the Companyincorporation or articles of incorporation, as applicable, or bylaws of ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Sales; (mj) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperties; (pk) the Company Seller has not has made any loan toto any of its or ▇▇▇▇▇▇'▇ directors or officers, or to employees in an amount above $5,000, or entered into any other transaction with, with any of its or ▇▇▇▇▇▇'▇ directors, officers, officer and employeesemployees outside the Ordinary Course of Business which will be binding upon Buyer; (ql) the Company Seller has not entered into any employment contract or collective bargaining agreement agreement, written or oral, or modified the terms of any existing employment such contract or collective bargaining agreement; (rm) the Company Seller has not granted or authorized any increase in the base compensation of any of its directorsemployees outside the Ordinary Course of Business and a listing, officersby employee and amount, of all such increases within the Ordinary Course of Business has been provided by Buyer; (n) Seller has not made any other material change in employment terms for any of its employees outside the Ordinary Course of Business for which Buyer may become responsible; (o) Seller has not unreasonably delayed or accelerated the payment of any liability, including but not limited to, any vendor payables and employees has continued to pay all such liabilities in the Ordinary Course of Business; (p) Seller has not cancelled, compromised, waived or released any right or claims, or requested any customer to accelerate the payment of any Accounts Receivable outside the Ordinary Course of Business or granted to any customer any extension of time for the payment of any Accounts Receivable outside the Ordinary Course of Business; (sq) the Company Seller has not adopted, amended, modified, received any notice that any supplier or terminated customer of the Seller has taken or contemplates any bonus, profit-sharing, incentive, severance, steps intended to disrupt the business relationship of Seller with such supplier or other plan, contract, or commitment for the benefit of any of its directors, officerscustomer, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there none of such customers has entered into agreements or expressed any intention to enter into agreements with other suppliers for the goods sold by Seller; (r) Seller has not been made any purchase commitments for merchandise or other occurrenceproducts in excess of the normal, event, incident, action, failure to actordinary and usual requirements of the Gift Business or at any price in excess of the then market price or upon terms and conditions more onerous than those usual and customary for Seller, or transaction outside made any change in the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoingSeller's selling, pricing, advertising or personnel practices inconsistent with its prior practices.

Subsequent Events. Except as shown on §3.15 of Since the Disclosure Schedule, since December 31, 2005Balance Sheet Date, there has not been any material adverse change Material Adverse Change in the business, financial condition, operations, or results of operations or prospects of the CompanyCompany or any Company Subsidiary. Without limiting the generality of the foregoing, since December 31, 2005that date: (a) neither the Company nor any Company Subsidiary has not sold, leased, transferred, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration or otherwise and in the Ordinary Course of Business; (b) neither the Company nor any Company Subsidiary has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,00025,000 or outside the Ordinary Course of Business; (c) no Person (including neither the Company) Company nor any Company Subsidiary, nor, to the Knowledge of the Company or the Sellers, any other Party, has accelerated, terminated, modified, modified or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 25,000 to which the Company or any Company Subsidiary is a party or by which it is bound; (d) neither the Company nor any Company Subsidiary has not imposed or had imposed any Security Interest upon any of its assets, tangible or intangible; (e) neither the Company nor any Company Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,00025,000 or outside the Ordinary Course of Business; (f) neither the Company nor any Company Subsidiary has not made any capital investment in, any loan to, to or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loansLoans, and acquisitions) either involving more than $10,00025,000 or outside the Ordinary Course of Business; (g) neither the Company nor any Company Subsidiary has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations obligation either involving more than $10,00010,000 singly or $25,000 in the aggregate; (ih) neither the Company nor any Company Subsidiary has not delayed or postponed the payment of any accounts payable or any and other Liabilities of the Companyliabilities; (ji) neither the Company nor any Company Subsidiary has not cancelled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than $10,000; (kj) neither the Company nor any Company Subsidiary has not granted any license or sublicense of any rights under or with respect to any of its Intellectual PropertyProperty or allowed any of its Intellectual Property to become abandoned, expire or otherwise enter the public domain; (lk) there has been no change made or authorized in the Organizational Documents of the CompanyCompany or any Company Subsidiary; (ml) neither the Company nor any Company Subsidiary has not issued, sold, or otherwise disposed of any of its capital stockshares, or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Companyshares; (nm) neither the Company nor any Company Subsidiary has not declared, set aside, aside or paid any dividend or dividend, made any distribution with respect to its capital stock shares (whether in cash or in kind) ), or redeemed, purchased, purchased or otherwise acquired any of its capital stockshares; (on) neither the Company nor any Company Subsidiary has not experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to its property; (po) neither the Company nor any Company Subsidiary has not made any loan to, or entered into any other transaction with, any of its directors, officers, officers and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase , except advances in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (sp) neither the Company nor any Company Subsidiary has not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, severance or other plan, contract, or commitment for the benefit of any of its directors, officers, officers and directors or any of its employees (or taken any such action with respect to any other Employee Benefit Plan); (tq) neither the Company nor any Company Subsidiary has not made any other change charitable contributions, which in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Businessaggregate exceed $10,000; (ur) neither the Company nor any Company Subsidiary has committed to do any of the foregoing; and (s) the Company Company’s Business has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into carried on only in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoing.

Subsequent Events. Except as shown on §3.15 From the date of the Disclosure ScheduleInterim Statement until the date of this Agreement, since December 31, 2005, (a) Seller has conducted the Business in the ordinary course of business and (b) there has not been been, with respect to the Business, any material adverse change event, change, occurrence or circumstance that, individually or in the businessaggregate with any such events, financial conditionchanges, operationsoccurrences or circumstances, has had or results of operations of the Companycould reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31the date of the Interim Statement, 2005: Seller has not (a) the Company has not sold, leased, transferred, pledged, encumbered or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in the Ordinary Course assets of Business; the Business outside the ordinary course of business; (b) the Company has not entered into any agreement, contract, lease, or license material Contract (or series of related agreements, contracts, leases, and licensesmaterial Contracts) either involving more other than $10,000; in the ordinary course of business; (c) no Person (including the Company) has accelerated, terminated, modifiedmodified or canceled any material Contract except in the ordinary course of business and, or cancelled to Seller's Knowledge, no other party has done so as a result of any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or default by which it is bound; Seller; (d) the Company has not imposed any Security Interest upon any of its assetsaccelerated, tangible waived, wrote-off or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed canceled the payment of any accounts payable or any other Liabilities receivable outside the ordinary course of the Company; business; (je) the Company has not cancelledcanceled, compromised, waived, waived or released any material right or claim (or series of related rights and claims) either involving more than $10,000; outside the ordinary course of business; (kf) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; Property outside the ordinary course of business; (lg) there has been no experienced any material damage, destruction or loss to the assets of the Business; (h) experienced any material change made in personnel or authorized relationships with third parties, including customers and vendors, other than immaterial changes which occur in the Organizational Documents ordinary course of the Company; business; (mi) the Company has not issuedchanged accounting or Tax reporting principles, sold, methods or otherwise disposed of any of its capital stock, policies; or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercisej) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to do any of the foregoing.

Subsequent Events. Except as shown on §3.15 disclosed in the Prospectuses, since March 31, 2025: (i) neither the Company nor any of the Disclosure ScheduleMaterial Subsidiaries has incurred, since December 31assumed or suffered any liability (absolute, 2005accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial conditionor otherwise), results of operations, shareholders’ equity, assets or results of operations prospects of the Company. Without limiting Company and the generality Material Subsidiaries, taken as a whole; since the date of the foregoinglatest balance sheet included, since December 31or incorporated by reference, 2005: (a) in the Prospectuses, neither the Company nor any Material Subsidiary has not soldincurred or undertaken any liabilities or obligations, leasedwhether direct or indirect, transferredliquidated or contingent, matured or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in the Ordinary Course of Business; (b) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000; (c) no Person (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound; (d) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan tounmatured, or entered into any other transaction withtransactions, including any acquisition or disposition of its directorsany business or asset, officers, and employees; (q) which are material to the Company has not entered into any employment contract or collective bargaining agreement or modified and the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoingProspectuses.

Subsequent Events. Except as shown on §3.15 Since the date of the Disclosure Schedule, since December 31, 2005Most Recent Balance Sheet, there has not been any material adverse change in the business, assets, liabilities, condition (financial conditionor otherwise), operations, operating results, prospects, customer relations or results supplier relations of operations Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date of the Company. Without limiting the generality of the foregoing, since December 31, 2005Most Recent Balance Sheet: (ai) the Company Ibis has not sold, leased, transferred, or assigned any of its assetsassets to a third party, tangible or intangible, other than for fair consideration or otherwise inventory in the Ordinary Course ordinary course of Businessbusiness; (bii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000; (c) no Person No party (including the CompanyIbis or Isis) has accelerated, terminated, modified, or cancelled canceled any agreement, contract, lease, or license material Contract (or series of related agreements, contracts, leases, and licensesContracts) involving more than $10,000 to which the Company Ibis is or was a party or by which it the Business is or was bound; (diii) the Company Ibis has not imposed any Security Interest upon any made capital expenditures consistent with its normal course of its assets, tangible or intangibleoperations; (eiv) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company Ibis has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty over $50,000 in the aggregate; (pv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company Ibis has not granted or authorized any increase in the base compensation of any employee, except in the ordinary course of its directorsbusiness (including as to amount) or any bonus to, officersany employee, and employees outside other than in the Ordinary Course ordinary course of Businessbusiness; (svi) the Company Ibis has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of Plan (except as specified in Section 8.11(d)); (vii) Ibis has not entered into any transaction with any of its directors, officers, and employees or Affiliates, except for transactions with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or taken permitted to lapse any such action with respect Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business to any Person (other Employee Benefit Planthan AMI and AMI’s Representatives); (tix) the Company Ibis has not made any other a change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business;accounting methods; and (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company Ibis has not committed in any binding manner to any of the foregoing.

Subsequent Events. Except as shown on §3.15 of the Disclosure Scheduledisclosed in SCHEDULE 3.7, since December 31June 30, 20052002, there has not been any material adverse change in affecting the business, operations, financial condition, operations, or results of operations or assets of the Company that has had a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, since December 31that date, 2005except as disclosed in SCHEDULE 3.7 or otherwise permitted in this Agreement: (a) the Company has not sold, leased, transferred, disposed, or assigned any of its material assets, tangible or intangible, other than for a fair consideration or otherwise in the Ordinary Course ordinary course of Businessbusiness; (b) the Company has not entered into any agreement, contract, lease, or license which is currently in effect (or series of related agreementsagreement, contracts, leases, and licenseslicenses which are currently in effect) either involving more than $10,000outside the ordinary course of business; (c) no Person party (including the Company) has accelerated, terminated, modified, or cancelled canceled any material agreement, material contract, material lease, or material license (or series of related material agreements, material contracts, material leases, and material licenses) involving more than $10,000 to which the Company is a party or by which it is bound; (d) the Company has not imposed any Security Interest Liens upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than in excess of $25,000500 outside the ordinary course of business; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000outside the ordinary course of business; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more obligation, and the Company has not incurred any material obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except in the ordinary course of business, or incurred any liability or obligation to the Company other than $10,000for normal compensation in accordance with past practices; (ih) the Company has not delayed or postponed the payment of any accounts payable or other liabilities outside the ordinary course of business or written off as uncollectible, compromised, canceled or waived or released any other Liabilities claim of the Company to, any debt, note or account receivable, except write-offs in the ordinary course of business and consistent with the Company's past practices; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (li) there has been no change made or authorized in to the Organizational Documents articles of incorporation or bylaws of the Company; (mj) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock, purchased or redeemed any shares of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution distributions to the Company with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (ok) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty except for ordinary wear and tear; (pl) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employeesemployees or stockholders outside the ordinary course of business; (qm) the Company has not entered into any employment contract or collective bargaining agreement agreement, written or oral, or modified the terms of any existing employment such contract or collective bargaining agreement, other than at-will retention or termination of non-executive employees in the ordinary course of business; (rn) the Company has not granted or authorized any increase in the base compensation of any of, nor made any other changes in the terms of employment of, its directors, officers, and officers or employees outside the Ordinary Course ordinary course of Businessbusiness; (so) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, sharing incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Planbenefit plan); (tp) the Company has not made received any other change in employment terms for written or oral communication terminating or threatening the termination of or otherwise materially modifying any material business relationships or material written agreements between the Company and any of its directors, officers, customers or employees outside the Ordinary Course of Business;suppliers; and (uq) the Company has not made agreed or pledged promised to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to do any of the foregoing.

Subsequent Events. Except as shown on §3.15 Since January 1, 2019: (a) each of the Disclosure ScheduleCompany and its Subsidiaries has conducted its businesses in the Ordinary Course of Business consistent with past practice, since December 31except for the negotiation, 2005execution, delivery and performance of this Agreement and the Documents, (b) there has not been occurred any material adverse change event that, individually or in the businessaggregate, financial conditionhas had or would reasonably be expected to have a Material Adverse Change on the Company or its Subsidiaries, operations, or results of operations and (c) none of the Company. Without limiting the generality of the foregoing, since December 31, 2005Company or its Subsidiaries has: (ai) issued, sold, transferred, disposed of, acquired, redeemed, granted options or rights to purchase, rights of first refusal or subscription rights, or sold any securities of the Company has not or its Subsidiaries (or securities convertible into or exchangeable for capital stock, voting securities or other ownership interests or securities with profit participation features) or permitted any reclassifications of any securities of the Company or any of its Subsidiaries; (ii) amended or modified its Fundamental Documents in any manner; (iii) declared, paid or otherwise set aside for payment any non-cash dividend or other non-cash distribution with respect to the Shares or any other equity securities; (iv) merged or consolidated with, or acquired all or substantially all the assets of, or otherwise acquired, any business, business organization or division thereof, or any other Person; (v) sold, leased, transferredlicensed, sublicensed, assigned, transferred or assigned became subject to any of its assets, tangible or intangible, Lien (other than for fair consideration Permitted Liens) or otherwise disposed of any assets other than (i) the sale and/or licensing of inventory (including tests and content) and damaged or obsolete or excess equipment; (ii) the settlement of accounts receivable; and (iii) the sale of goods, in each case in the Ordinary Course of Business; (bvi) canceled any material debts or claims, or suffered any material loss or waived any rights of material value (in each case outside of the Company has not ordinary course of business consistent with past practice); (vii) made any loans or advances to, or guaranties of loan or advances for the benefit of, any Person; (viii) settled or compromised any material Proceeding; (ix) (A) entered into any agreement, contract, leasenew, or license amended or terminated (other than for cause) any Material Employee Agreement; (B) granted any material increases in the compensation perquisites or series benefits to current or former officers, directors, employees or consultants, other than normal increases in the ordinary course of related agreementsbusiness to the extent consistent with the past practice of the Company; or (C) agreed to grant or granted any equity-related, contractscash-based, leasesperformance or similar awards or bonuses or any other award that, and licenses) either involving more than $10,000at the option of the grantee, is to be settled in securities of the Company or any of its Subsidiaries; (cx) no Person (including A) adopted, amended or terminated any Employee Benefit Plan (other than as required by applicable Law) or adopted or entered into any new Employee Benefit Plan or materially increased the Company) has accelerated, terminated, modifiedbenefits provided under any Employee Benefit Plan (other than increases incurred in the ordinary course of business to the extent consistent with past practice), or cancelled promised or committed to undertake any of the foregoing in the future; or (B) entered into, amended or extended any collective bargaining or other labor agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound; (dxi) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities or otherwise conducted its cash management customs and practices other than in the ordinary course of the Companybusiness consistent with past practice (including with respect to purchases of supplies, repairs and maintenance, levels of capital expenditures and operation of cash management practices generally); (jxii) accelerated or caused the Company has not cancelled, compromised, waived, acceleration of the collection or released receipt of any right accounts receivable or claim the realization of other current assets or otherwise conduct its cash management customs and practices other than in the ordinary course of business consistent with past practice (or series including with respect to pricing and credit practices and operation of related rights and claims) either involving more than $10,000cash management practices generally); (kxiii) the Company has not granted engaged in any license promotional sales or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, material discount or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any activity with customers outside of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (sxiv) the Company has not adopted, amended, modified, abandoned or terminated permitted to lapse any bonus, profit-sharing, incentive, severance, Owned Intellectual Property; (xv) entered into any transaction with or other plan, contract, or commitment for the benefit of any Affiliate other than the transactions contemplated by this Agreement, the other Documents and the transactions contemplated herein and therein; (xvi) made or changed any material Tax election, settled or compromised any material Tax claim or Tax Proceeding, consented to any waiver of its directors, officersthe statute of limitations period applicable to any Tax claim or Tax Proceeding, and employees (or taken entered into any such action closing agreement with respect to any other Employee Benefit Plan)material Taxes; (txvii) terminated the coverage of any insurance policies, or failed to maintain insurance upon all its material assets and properties in such amounts and of such kinds comparable to that in effect as of the date hereof; (xviii) made any change in accounting practices or policies other than as required by applicable Law or GAAP; or (xix) authorized, or committed or agreed to take, any of the foregoing actions that would affect the Company has not made any other change in employment terms for or any of its directors, officers, Subsidiaries or employees outside otherwise be in effect from and after the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoingClosing.

Subsequent Events. Except as shown on §3.15 disclosed in the Offering Prospectus, since March 31, 2023: (i) neither the Company nor any of the Disclosure ScheduleMaterial Subsidiaries has incurred, since December 31assumed or suffered any liability (absolute, 2005accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial conditionor otherwise), results of operations, shareholders’ equity, assets or results of operations prospects of the Company. Without limiting Company and the generality Material Subsidiaries, taken as a whole; since the date of the foregoinglatest balance sheet included, since December 31or incorporated by reference, 2005: (a) in the Offering Prospectus, neither the Company nor any Material Subsidiary has not soldincurred or undertaken any liabilities or obligations, leasedwhether direct or indirect, transferredliquidated or contingent, matured or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in the Ordinary Course of Business; (b) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000; (c) no Person (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is bound; (d) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan tounmatured, or entered into any other transaction withtransactions, including any acquisition or disposition of its directorsany business or asset, officers, and employees; (q) which are material to the Company has not entered into any employment contract or collective bargaining agreement or modified and the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to any of the foregoingOffering Prospectus.

Subsequent Events. Except as shown set forth on §3.15 of the Disclosure ScheduleSchedule 4.1(k), since December May 31, 20052014, there has not been any change that constitutes, and no event or events have occurred which have resulted in or constitute, or would reasonably be expected to result in or constitute, a material adverse change in effect on the business, financial condition, operations, Business or results of operations of the CompanyAssets. Without limiting the generality of the foregoing, since December 31, 2005that date: (ai) the Company has Sellers have not sold, leased, transferred, assigned or assigned relocated outside the Seller Facilities any of its assets, tangible or intangiblethe Assets, other than inventory sold for a fair consideration or otherwise in the Ordinary Course ordinary course of Businessbusiness consistent with past custom and practice; (bii) the Company has Sellers have not entered into amended adversely to any agreementSeller or terminated any Assigned Contract, contract, lease, including any amendment or license (other agreement to increase the current or series of related agreements, contracts, leases, and licenses) either involving more than $10,000future base rent under any Assumed Lease; (ciii) no Person (including Encumbrance has been imposed upon any of the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which it is boundAssets; (div) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed the payment of any accounts payable or any other Liabilities of the Company; (j) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (l) there has been no change made or authorized in the Organizational Documents of the Company; (m) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has Sellers have not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertythe Assets or the Seller Facilities; (pv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has Sellers have not entered into any employment contract or collective bargaining agreement or similar contract or modified the terms of any such existing employment contract or collective bargaining agreementcontract; (rvi) the Company has Sellers have not incurred any expenses which may constitute Assumed Liabilities, other than in the ordinary course of business; (vii) the Sellers have not made any distributions of any nature; (viii) the Sellers have not committed to pay any bonus or granted or authorized any increase in the base compensation of compensation, hourly wages, commissions, payments, whether monetary or in kind, reimbursements, or other perquisites to any of its directorstheir current or former employees, officersindependent contractors, and employees outside consultants, or leased labor hired for the Ordinary Course of Business; (six) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has Sellers have not made any other change in employment or the working terms and conditions for any of its directors, officers, or their employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into employed in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business;; and (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers Sellers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to do any of the foregoing.

Subsequent Events. Except as shown on §3.15 of the Disclosure Schedule, since Since December 31, 20052018, (a) Seller has conducted the Business in the ordinary course of business; and (b) there has not been been, with respect to the Business, any material adverse change event, change, occurrence or circumstance that, individually or in the businessaggregate with any such events, financial conditionchanges, operationsoccurrences or circumstances, has had or results of operations of the Companywould reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2005: 2018, Seller has not: (a) the Company has not sold, leased, transferred, pledged, encumbered or assigned any of its assets, tangible or intangible, other than for fair consideration or otherwise in the Ordinary Course assets of Business; the Business outside the ordinary course of business; (b) the Company has not entered into any agreement, contract, lease, or license Material Contract (or series of related agreements, contracts, leases, and licensesMaterial Contracts) either involving more other than $10,000; in the ordinary course of business; (c) no Person (including the Company) has accelerated, terminated, modified, modified or cancelled canceled any agreement, contract, lease, or license Material Contract (or series Contract that would have been a Material Contract had it not been terminated or canceled) except in the ordinary course of related agreementsbusiness and, contractsto Seller's knowledge, leases, and licenses) involving more than $10,000 to which the Company is no other party has done so as a party or result of any default by which it is bound; Seller; (d) the Company has not imposed any Security Interest upon any of its assetsaccelerated, tangible waived, wrote-off or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000; (g) the Company has not issued any note, bond, or other debt security involving more than $10,000; (h) the Company has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $10,000; (i) the Company has not delayed or postponed canceled the payment of any accounts payable or any other Liabilities receivable outside the ordinary course of the Company; business; (je) the Company has not cancelledcanceled, compromised, waived, waived or released any material right or claim (or series of related rights and claims) either involving more than $10,000; outside the ordinary course of business; (kf) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; Property outside the ordinary course of business; (lg) there has been no experienced any material damage, destruction or loss to the assets of the Business; (h) experienced any material adverse change made in personnel or authorized relationships with third parties, including customers and vendors, other than immaterial changes which occur in the Organizational Documents ordinary course of the Company; business; (mi) the Company has not issuedchanged in any material respect accounting or Tax reporting principles, sold, methods or otherwise disposed of any of its capital stock, policies; or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercisej) any of its capital stock or any other equity interest in the Company; (n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (q) the Company has not entered into any employment contract or collective bargaining agreement or modified the terms of any existing employment contract or collective bargaining agreement; (r) the Company has not granted or authorized any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) the Company has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (u) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) all accepted and unfilled orders for the sale of goods by the Company have been entered into in the Ordinary Course of Business, are not extraordinary, and (if outstanding) can be filled in accordance with their terms; (w) all purchase orders issued by the Company have been placed in the Ordinary Course of Business; (x) the Company has managed its treasury in the Ordinary Course of Business; (y) the Company’s customers have only returned products in the Ordinary Course of Business and in an amount consistent with allowances therefor in the Company’s Financial Statements; (z) to the Knowledge of Seller, there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (aa) the Company has not committed to do any of the foregoing.