Common use of Subsequent Events Clause in Contracts

Subsequent Events. Except as set forth in Section 3.10 of the OPTA Disclosure Schedule or disclosed in the OPTA Public Reports, OPTA has not, since June 30, 2002: (a) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability other than any lien, encumbrance, obligation or liability (i) discharged, paid or satisfied in the ordinary course of business, (ii) shown or reflected on the OPTA Balance Sheet, (iii) incurred since the date of the OPTA Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effect. (b) Increased or established any reserve for Taxes (as defined in Section 3.12) or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effect, except as may have been required due to income or operations of OPTA since the date of the OPTA Balance Sheet. (c) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTA. (d) Sold or transferred any of the assets material to the consolidated business of OPTA, canceled any material debts or claims or waived any material rights, except in the ordinary course of business. (e) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement. (f) Issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of OPTA or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in Section 3.2 of the OPTA Disclosure Schedule.

Subsequent Events. Except as set forth in Section 3.10 of the OPTA EKCO Disclosure Schedule or disclosed in the OPTA EKCO Public Reports, OPTA EKCO has not, since June 30January 3, 20021999: (a) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability other than any lien, encumbrance, obligation or liability (i) discharged, paid or satisfied in the ordinary course of business, (ii) shown or reflected on the OPTA EKCO Balance Sheet, (iii) incurred since the date of the OPTA EKCO Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effect. (b) Increased or established any reserve for Taxes (as defined in Section 3.12) or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effect, except as may have been required due to income or operations of OPTA EKCO since the date of the OPTA EKCO Balance Sheet. (c) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTAEKCO. (d) Sold or transferred any of the assets material to the consolidated business of OPTAEKCO, canceled cancelled any material debts or claims or waived any material rights, except in the ordinary course of business. (e) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement. (f) Issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of OPTA EKCO or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in Section 3.2 of the OPTA EKCO Disclosure Schedule. (g) Except as set forth in Section 3.10(g) of the EKCO Disclosure Schedule, declared, paid, set aside or made any dividend or distribution on or payment with respect to the EKCO Shares or any other shares of EKCO's capital stock.

Subsequent Events. Except as set forth in Section Exhibit 3.10 of to the OPTA Cardinal Disclosure Schedule or disclosed in the OPTA Public Reportsas contemplated by this Plan of Merger, OPTA Cardinal has not, since June 30, 2002the date of the Cardinal Balance Sheet: (a) Incurred any material adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than any lien, encumbrance, obligation or liability (i) discharged, paid liabilities shown or satisfied reflected on the Cardinal Balance Sheet or (ii) liabilities incurred since the date of the Cardinal Balance Sheet in the ordinary course of business, (ii) shown or reflected on the OPTA Balance Sheet, (iii) incurred since the date of the OPTA Balance Sheet in the ordinary course of business or (iv) the which discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Cardinal. (bc) Increased or established any reserve for Taxes (as defined in Section 3.12) taxes or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Cardinal, except as may have been required due to income or operations of OPTA Cardinal since the date of the OPTA Cardinal Balance Sheet. (cd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTACardinal. (de) Sold or transferred any of the assets material to the consolidated business of OPTACardinal, canceled any material debts or claims or waived any material rights, except in the ordinary course of business. (ef) Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by Cardinal to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent. (g) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under other Sections of this AgreementPlan of Merger. (fh) Issued any stock, bonds or other securities or any options or rights to purchase any of its securities, other than stock options granted to employees, directors or consultants of OPTA or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in Section 3.2 of the OPTA Disclosure Schedule.

Subsequent Events. Except as set forth in Section 3.10 on Schedule 2.10 of the OPTA SRC ----------------- ------------- Disclosure Schedule or disclosed in the OPTA SRC Public Reports, OPTA has notneither SRC nor any SRC Subsidiary has, since June December 30, 20022000: (a) Discharged discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than any lien, encumbrance, obligation or liability (i) discharged, paid liabilities shown or satisfied reflected on the SRC Balance Sheet or (ii) liabilities incurred since the date of the SRC Balance Sheet in the ordinary course of business, (ii) shown or reflected on the OPTA Balance Sheet, (iii) incurred since the date of the OPTA Balance Sheet in the ordinary course of business or (iv) the which discharge or satisfaction of which would not not, as may reasonably be expected to foreseen, individually or in the aggregate, have a SRC Material Adverse Effect.; (b) Increased increased or established any reserve for Taxes (as defined in Section 3.12) taxes or any other liability on its books or otherwise provided therefor which would would, as may reasonably be expected to foreseen, individually or in the aggregate, have a SRC Material Adverse Effect, except as may have been required due to income or operations of OPTA SRC since the date of the OPTA SRC Balance Sheet.; (c) Mortgagedmortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTA.SRC; (d) Sold sold or transferred any of the assets material to the consolidated business of OPTASRC, canceled any material debts or claims or waived any material rights, except in the ordinary course of business.; (e) Except except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement.; or (f) Issued issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of OPTA SRC or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in Section 3.2 on Schedule 2.2 of the OPTA SRC Disclosure Schedule.. ------------

Subsequent Events. Except as set forth in Section 3.10 of the OPTA ▇▇▇▇▇ Disclosure Schedule or disclosed in Schedule, each of ▇▇▇▇▇ and the OPTA Public Reports, OPTA ▇▇▇▇▇ Subsidiaries has not, since June 30December 31, 20022006: (a) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability other than any lien, encumbrance, obligation or liability (i) discharged, Agreement and Plan of Merger paid or satisfied in the ordinary course of business, (ii) shown or reflected on the OPTA ▇▇▇▇▇ Balance Sheet, (iii) incurred since the date of the OPTA ▇▇▇▇▇ Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effect.; (b) Increased or established any reserve for Taxes (as defined in on Section 3.123.11) or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effect, except as may have been required due to income or operations of OPTA ▇▇▇▇▇ since the date of the OPTA ▇▇▇▇▇ Balance Sheet.; (c) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTA.▇▇▇▇▇; (d) Sold or transferred any of the assets material to the consolidated business of OPTA▇▇▇▇▇, canceled any material debts or claims or waived any material rights, except in the ordinary course of business.; (e) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement.; (f) Issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of OPTA ▇▇▇▇▇ or any of the ▇▇▇▇▇ Subsidiaries or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in on Section 3.2 of the OPTA ▇▇▇▇▇ Disclosure Schedule; or (g) taken any action that, if taken during the period form the date of this Agreement through the Effective Time, would constitute a breach of Section 5.1.

Subsequent Events. Except as set forth in Section 3.10 of the OPTA Disclosure Schedule or disclosed in the OPTA Public ReportsHEALTHSOUTH 10-K, OPTA HEALTHSOUTH has not, since June 30, 2002the date of the HEALTHSOUTH 10-K: (a) Incurred any material adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than any lien, encumbrance, obligation or liability (i) dischargedliabilities shown or reflected on the December 31, paid 1997 Balance Sheet contained in the HEALTHSOUTH 10-K or satisfied (ii) liabilities incurred since the date of the HEALTHSOUTH 10-K in the ordinary course of business, (ii) shown or reflected on the OPTA Balance Sheet, (iii) incurred since the date of the OPTA Balance Sheet in the ordinary course of business or (iv) the which discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on HEALTHSOUTH. (bc) Increased or established any reserve for Taxes (as defined in Section 3.12) taxes or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on HEALTHSOUTH, except as may have been required due to income or operations of OPTA HEALTHSOUTH since the date of the OPTA Balance SheetDecember 31, 1997. (cd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTAHEALTHSOUTH. (de) Sold or transferred any of the assets material to the consolidated business of OPTAHEALTHSOUTH, canceled any material debts or claims or waived any material rights, except in the ordinary course of business. (ef) Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by HEALTHSOUTH to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent. (g) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under this Agreementother Sections hereof. (fh) Issued any stock, bonds or other securities, other than stock options granted to employees, directors employees or consultants of OPTA HEALTHSOUTH or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereofparties, all of which are disclosed described in Section 3.2 of the OPTA Disclosure ScheduleHEALTHSOUTH Documents.

Subsequent Events. Except as set forth in Section on Exhibit 3.10 of to the OPTA Disclosure Schedule or disclosed in the OPTA Public ReportsNSC Documents, OPTA NSC has not, since June 30, 2002the date of the NSC 10-K: (a) Incurred any material adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than any lien, encumbrance, obligation or liability (i) discharged, paid liabilities shown or satisfied reflected on the NSC Balance Sheet or (ii) liabilities incurred since the date of the last-filed NSC Document in the ordinary course of business, (ii) shown or reflected on the OPTA Balance Sheet, (iii) incurred since the date of the OPTA Balance Sheet in the ordinary course of business or (iv) the which discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on NSC. (bc) Increased or established any reserve for Taxes (as defined in Section 3.12) taxes or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on NSC, except as may have been required due to consolidated income or operations of OPTA NSC since the date of the OPTA Balance Sheet.NSC 10-K. (cd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTANSC. (de) Sold or transferred any of the assets material to the consolidated business of OPTANSC, canceled any material debts or claims or waived any material rights, except in the ordinary course of business. (ef) Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by NSC to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent. (g) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under this Agreementother Sections hereof. (fh) Issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of OPTA NSC or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereofparties, all of which are disclosed on Exhibit 3.2 to the Disclosure Schedule or reflected in Section 3.2 of the OPTA Disclosure ScheduleNSC Documents.

Subsequent Events. Except as set forth in Section 3.10 on Schedule 2.10 of the OPTA NEXA Disclosure Schedule or disclosed Schedule, since December 31, 2005, NEXA has conducted its business in the OPTA Public Reports, OPTA ordinary course of business and in conformity with past practice and has not, since June 30, 2002directly or indirectly: (a) Discharged or satisfied any material lien or encumbranceEncumbrance, or paid or satisfied any material obligation or liability other than any lien, encumbrance, obligation Indebtedness or liability (absolute, accrued, contingent or otherwise) other than (i) discharged, paid Indebtedness or satisfied in the ordinary course of business, (ii) liabilities shown or reflected on the OPTA NEXA Balance Sheet, Sheet or (iiiii) liabilities incurred since the date of the OPTA NEXA Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effectbusiness. (b) Increased or established any reserve for Taxes (as defined in Section 3.12) or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effecttherefor, except as may have been required due to income or operations of OPTA NEXA since the date of the OPTA NEXA Balance Sheet. (c) Mortgaged, pledged or subjected to any lien, charge or other encumbrance Encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTANEXA. (d) Sold or transferred any of the assets material to the consolidated business of OPTANEXA (including, without limitation, any patents, trademarks or copyrights or any patent, trademark or copyright applications), canceled any material debts or claims or waived any material rights, except in the ordinary course of business. (e) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement. (f) Issued any stock, bonds or any other securitiesdebt or equity securities (including any options or warrants to purchase any such stock, bond or other debt or equity security), except as disclosed on Schedule 2.2 of the NEXA Disclosure Schedule. (g) Incurred any material Indebtedness, obligation or liability (whether absolute, accrued, contingent or otherwise) except in the ordinary course of business consistent with past practice. (h) Failed to discharge or satisfy any liability or Encumbrance or pay or satisfy any Indebtedness, obligation or liability (whether absolute, accrued, contingent or otherwise), other than stock options granted liabilities being contested in good faith and for which adequate reserves have been provided and liabilities or Encumbrances arising in the ordinary course of business that do not, individually or in the aggregate, interfere with the use, operation, enjoyment or marketability of any of NEXA’s assets, properties or rights. (i) Made or changed any Tax election, changed an annual accounting period, adopted or changed any Tax accounting method, filed any amended Tax return, entered into any closing agreement, settled any Tax claim or assessment relating to employeesNEXA or any NEXA Subsidiary, directors or consultants consented to any extension or waiver of OPTA the limitation period applicable to any Tax claim or warrants granted assessment. (j) Granted any increase in the compensation or benefits of its employees other than increases in accordance with past practice in an amount not exceeding 105% of the compensation paid to third parties such employee in 2005 or entered into any new, or amended any existing, employment or severance agreement or arrangement with any of them. (k) Made any capital expenditure in excess of $25,000, or additions to property, plant and equipment used in its operations other than ordinary repairs and maintenance. (l) Laid off any of its employees or incurred any obligation or liability for the payment of severance benefits. (m) Declared, paid, or set aside for payment any actual, constructive or deemed dividend or other distribution in respect of shares of common its capital stock issuable pursuant thereto or pursuant other securities (including the NEXA Shares), or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock or other securities (including the NEXA Shares), or agreed to do so. (n) Amended, entered into or terminated any NEXA Contract. (o) Acquired or purchased any assets or the stock of any other person or entity, in each case that are material to the consolidated business of NEXA, or merged with or into any other person or entity. (p) Adopted any amendments to the NEXA Organizational Documents or the organizational documents of any NEXA Subsidiary (q) Made any material change to its internal control over financial reporting, or identified or became aware of any fraud or any significant deficiency or material weakness in internal control over financial reporting. (r) Settled, released or forgiven any claim or litigation or waived any right thereto. (s) Paid any management fees or advisory fees to any other contract stockholder or Affiliate of NEXA or any NEXA Subsidiary (including, without limitation, any Related Party Fees). (t) Entered into any agreement outstanding as or made any commitment to do any of the date hereof, all of which are disclosed in Section 3.2 of the OPTA Disclosure Scheduleforegoing.

Subsequent Events. Except as set forth in Section 3.10 of the OPTA ▇▇▇▇▇ Disclosure Schedule or disclosed in Schedule, each of ▇▇▇▇▇ and the OPTA Public Reports, OPTA ▇▇▇▇▇ Subsidiaries has not, since June 30December 31, 20022006: (a) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability other than any lien, encumbrance, obligation or liability (i) discharged, paid or satisfied in the ordinary course of business, (ii) shown or reflected on the OPTA ▇▇▇▇▇ Balance Sheet, (iii) incurred since the date of the OPTA ▇▇▇▇▇ Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effect.; (b) Increased or established any reserve for Taxes (as defined in on Section 3.123.11) or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effect, except as may have been required due to income or operations of OPTA ▇▇▇▇▇ since the date of the OPTA ▇▇▇▇▇ Balance Sheet.; (c) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTA.▇▇▇▇▇; (d) Sold or transferred any of the assets material to the consolidated business of OPTA▇▇▇▇▇, canceled any material debts or claims or waived any material rights, except in the ordinary course of business.; (e) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement.; (f) Issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of OPTA ▇▇▇▇▇ or any of the ▇▇▇▇▇ Subsidiaries or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in on Section 3.2 of the OPTA ▇▇▇▇▇ Disclosure Schedule; or (g) taken any action that, if taken during the period form the date of this Agreement through the Effective Time, would constitute a breach of Section 5.1.

Subsequent Events. Except as set forth in Section on Exhibit 3.10 of to the OPTA Coram Disclosure Schedule or disclosed in the OPTA Public Reportsas contemplated by this Plan of Merger, OPTA Coram has not, since June 30, 2002the date of the Coram Balance Sheet: (a) Incurred any material adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than any lien, encumbrance, obligation or liability (i) discharged, paid or satisfied in the ordinary course of business, (ii) liabilities shown or reflected on the OPTA Coram Balance Sheet, Sheet or (iiiii) liabilities incurred since the date of the OPTA Coram Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effectbusiness. (bc) Increased or established any reserve for Taxes (as defined in Section 3.12) taxes or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effecttherefor, except as may have been required due to income or operations of OPTA Coram since the date of the OPTA Coram Balance SheetSheet in the ordinary course of business. (cd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to other than in the consolidated business or financial condition ordinary course of OPTAbusiness. (de) Sold Sold, transferred or transferred acquired any of the assets material to the consolidated business of OPTAassets, canceled any material debts or claims or waived any material rights, except in the ordinary course of business. (ef) Granted any general or uniform increase in the rates of pay of employees or granted any material increase in salary payable or to become payable by Coram to any officer or employee, consultant or agent (except as provided by contract or bonus plan), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any Director, officer, employee, consultant or agent, except for (i) bonuses payable as set forth on Exhibit 3.10(f) to the Coram Disclosure Schedule not exceeding $2,400,000 (exclusive of any such bonus to be paid to Dona▇▇ ▇. ▇▇▇▇▇▇ ▇▇ such amounts as shall be agreed upon by Mr. ▇▇▇▇▇▇ ▇▇▇ IHS) in the aggregate granted or to be granted to certain employees to seek to assure their continuance with the Surviving Corporation for a period of time after the Effective Time and to enable Coram to satisfy its obligations hereunder, including without limitation the "Coram October 31 Audit" (as defined below), (ii) to provide for the severance arrangements set forth on Exhibit 3.10(f) to the Coram Disclosure Schedule and (iii) the audit bonuses provided for in Section 7.16. (g) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or and involving more than $250,000 other than as permitted under other Sections of this AgreementPlan of Merger. (fh) Issued any stock, bonds or other securities, securities or any options or rights to purchase any of its securities other than stock options granted in connection with existing agreements. (i) Suffered the loss of, terminated or modified any contract other than in the ordinary course of business to employeeswhich Coram or a Coram Subsidiary is party involving more than $250,000 other than in accordance with their terms. (j) Declared, directors set aside or consultants of OPTA paid any dividend or warrants granted made any other distribution or payment with respect to third parties or any shares of common its capital stock issuable pursuant thereto or, directly or pursuant to indirectly, redeemed, repurchased or otherwise acquired any other contract shares of its capital stock or agreement outstanding as of the date hereof, all of which are disclosed in Section 3.2 of the OPTA Disclosure Schedulemade any commitment for any such action. (k) Suffered any casualty or loss not covered by insurance.

Subsequent Events. Except as set forth in Section 3.10 of Exhibit 4.10 to the OPTA MedPartners Disclosure Schedule or disclosed in Schedule, MedPartners (including the OPTA Public Reports, OPTA MedPartners Subsidiaries and Other MedPartners Entities) has not, since June 30, 2002the date of the MedPartners Balance Sheet: (a) Incurred any material adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than any lien, encumbrance, obligation or liability (i) discharged, paid liabilities shown or satisfied reflected on the MedPartners Balance Sheet or (ii) liabilities incurred since the date of the MedPartners Balance Sheet in the ordinary course of business, (ii) shown or reflected on the OPTA Balance Sheet, (iii) incurred since the date of the OPTA Balance Sheet in the ordinary course of business or (iv) the which discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on MedPartners. (bc) Increased or established any reserve for Taxes (as defined in Section 3.12) taxes or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on MedPartners, except as may have been required due to income or operations of OPTA MedPartners since the date of the OPTA MedPartners Balance Sheet. (cd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTAMedPartners. (de) Sold or transferred any of the assets material to the consolidated business of OPTAMedPartners, canceled any material debts or claims or waived any material rights, except in the ordinary course of business. (ef) Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by MedPartners to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent. (g) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under other Sections of this AgreementPlan of Merger. (fh) Issued any stock, bonds or other securities, securities or any options or rights to purchase any of its securities (other than stock issued upon the exercise of outstanding options granted under MedPartners' stock option plans or stock options under such plans and except as set forth in Exhibit 4.10 to employees, directors or consultants of OPTA or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in Section 3.2 of the OPTA MedPartners Disclosure Schedule.

Subsequent Events. Except as set forth in Section 3.10 of Exhibit 5.11 to the OPTA MedPartners Disclosure Schedule or disclosed in the OPTA Public ReportsSchedule, OPTA MedPartners has not, since June 30, 2002the date of the MedPartners Balance Sheet: (a) Incurred any material adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than any lien, encumbrance, obligation or liability (i) discharged, paid liabilities shown or satisfied reflected on the MedPartners Balance Sheet or (ii) liabilities incurred since the date of the MedPartners Balance Sheet in the ordinary course of business, (ii) shown or reflected on the OPTA Balance Sheet, (iii) incurred since the date of the OPTA Balance Sheet in the ordinary course of business or (iv) the which discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on MedPartners. (bc) Increased or established any reserve for Taxes (as defined in Section 3.12) taxes or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on MedPartners, except as may have been required due to income or operations of OPTA MedPartners since the date of the OPTA MedPartners Balance Sheet. (cd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTAMedPartners. (de) Sold or transferred any of the assets material to the consolidated business of OPTAMedPartners, canceled any material debts or claims or waived any material rights, except in the ordinary course of business. (ef) Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by MedPartners to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent. (g) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under other Sections of this AgreementPlan of Merger. (fh) Issued any stock, bonds or other securities, securities or any options or rights to purchase any of its securities (other than stock issued upon the exercise of outstanding options under MedPartners' stock option plans or stock options granted under such plans), except as set forth in Exhibit 5.11(h) to employees, directors or consultants of OPTA or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in Section 3.2 of the OPTA MedPartners Disclosure Schedule.

Subsequent Events. Except as set forth in Section 3.10 of the OPTA Disclosure Schedule or disclosed in the OPTA Public Reports, OPTA has not, since June 30, 2002: (a) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability other than any lien, encumbrance, obligation or liability (i) discharged, paid or satisfied in the ordinary course of business, (ii) shown or reflected on the OPTA Balance Sheet, (iii) incurred since the date of the OPTA Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effect. (b) Increased or established any reserve for Taxes (as defined in Section 3.12) or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effect, except as may have been required due to income or operations of OPTA since the date of the OPTA Balance Sheet. (c) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTA.. Table of Contents (d) Sold or transferred any of the assets material to the consolidated business of OPTA, canceled any material debts or claims or waived any material rights, except in the ordinary course of business. (e) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement. (f) Issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of OPTA or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in Section 3.2 of the OPTA Disclosure Schedule.

Subsequent Events. Except as set forth in Section on Exhibit 3.10 of to the OPTA Coram Disclosure Schedule or disclosed in the OPTA Public Reportsas contemplated by this Plan of Merger, OPTA Coram has not, since June 30, 2002the date of the Coram Balance Sheet: (a) Incurred any material adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than any lien, encumbrance, obligation or liability (i) discharged, paid or satisfied in the ordinary course of business, (ii) liabilities shown or reflected on the OPTA Coram Balance Sheet, Sheet or (iiiii) liabilities incurred since the date of the OPTA Coram Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effectbusiness. (bc) Increased or established any reserve for Taxes (as defined in Section 3.12) taxes or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effecttherefor, except as may have been required due to income or operations of OPTA Coram since the date of the OPTA Coram Balance SheetSheet in the ordinary course of business. (cd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to other than in the consolidated business or financial condition ordinary course of OPTAbusiness. (de) Sold Sold, transferred or transferred acquired any of the assets material to the consolidated business of OPTAassets, canceled any material debts or claims or waived any material rights, except in the ordinary course of business. (ef) Granted any general or uniform increase in the rates of pay of employees or granted any material increase in salary payable or to become payable by Coram to any officer or employee, consultant or agent (except as provided by contract or bonus plan), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any Director, officer, employee, consultant or agent, except for (i) bonuses payable as set forth on Exhibit 3.10(f) to the Coram Disclosure Schedule not exceeding $2,400,000 (exclusive of any such bonus to be paid to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in such amounts as shall be agreed upon by ▇▇. ▇▇▇▇▇▇ and IHS) in the aggregate granted or to be granted to certain employees to seek to assure their continuance with the Surviving Corporation for a period of time after the Effective Time and to enable Coram to satisfy its obligations hereunder, including without limitation the "Coram October 31 Audit" (as defined below), (ii) to provide for the severance arrangements set forth on Exhibit 3.10(f) to the Coram Disclosure Schedule and (iii) the audit bonuses provided for in Section 7.16. (g) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or and involving more than $250,000 other than as permitted under other Sections of this AgreementPlan of Merger. (fh) Issued any stock, bonds or other securities, securities or any options or rights to purchase any of its securities other than stock options granted in connection with existing agreements. (i) Suffered the loss of, terminated or modified any contract other than in the ordinary course of business to employeeswhich Coram or a Coram Subsidiary is party involving more than $250,000 other than in accordance with their terms. (j) Declared, directors set aside or consultants of OPTA paid any dividend or warrants granted made any other distribution or payment with respect to third parties or any shares of common its capital stock issuable pursuant thereto or, directly or pursuant to indirectly, redeemed, repurchased or otherwise acquired any other contract shares of its capital stock or agreement outstanding as of the date hereof, all of which are disclosed made any commitment for any such action. (k) Suffered any casualty or loss not covered by insurance. (l) Made any change in Section 3.2 of the OPTA Disclosure Scheduleapplicable accounting principles.

Subsequent Events. Except as set forth in Section 3.10 of the OPTA C▇▇▇▇ Disclosure Schedule or disclosed in Schedule, each of C▇▇▇▇ and the OPTA Public Reports, OPTA C▇▇▇▇ Subsidiaries has not, since June 30December 31, 20022006: (a) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability other than any lien, encumbrance, obligation or liability (i) discharged, paid or satisfied in the ordinary course of business, (ii) shown or reflected on the OPTA C▇▇▇▇ Balance Sheet, (iii) incurred since the date of the OPTA C▇▇▇▇ Balance Sheet in the ordinary course of business or (iv) the discharge or satisfaction of which would not reasonably be expected to have a Material Adverse Effect.; (b) Increased or established any reserve for Taxes (as defined in on Section 3.123.11) or any other liability on its books or otherwise provided therefor which would reasonably be expected to have a Material Adverse Effect, except as may have been required due to income or operations of OPTA C▇▇▇▇ since the date of the OPTA C▇▇▇▇ Balance Sheet.; (c) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of OPTA.C▇▇▇▇; (d) Sold or transferred any of the assets material to the consolidated business of OPTAC▇▇▇▇, canceled any material debts or claims or waived any material rights, except in the ordinary course of business.; (e) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement.; (f) Issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of OPTA C▇▇▇▇ or any of the C▇▇▇▇ Subsidiaries or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed in on Section 3.2 of the OPTA C▇▇▇▇ Disclosure Schedule; or (g) taken any action that, if taken during the period form the date of this Agreement through the Effective Time, would constitute a breach of Section 5.1.