Common use of Absence of Certain Changes and Events Clause in Contracts

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereof, since March 31, 2001, there has not been (i) any material damage, destruction or loss of any kind with respect to any of the Assigned Assets, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Assignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practices; (iv) any sale, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to Since the date hereofof the Audited Buyer Balance Sheet, the Buyer has conducted its business in the ordinary course consistent with past practice and, since March 31, 2001such date, there has not been (i) occurred: any material event, damage, destruction or loss of any kind with respect to any of the Assigned Assetsloss, nor has there been any event whether covered by insurance or circumstance not, which has had or reasonably could be is expected to have a material adverse effect Material Adverse Effect on the financial condition Buyer or its assets; any entry by the Buyer into a commitment or transaction material to the Buyer, which is not in the ordinary course of business operations of such Assignorconsistent with past practice; (ii) any change by the Buyer in accounting principles, methods or practices, except insofar as may have been required by a change in GAAP; any declaration, payment or setting aside or for payment of any dividend dividends or distributions in respect to shares of Buyer Common Stock, or any redemption, purchase or other distribution (whether in cash, stock or property) with respect to acquisition of any shares of the Assignors' outstanding capital stockBuyer Common Stock; (iii) any cancellation or compromise of any debt or claim, debts or waiver or release of any rightright or claim of the Buyer individually or in the aggregate material to the Buyer, whether or not in the ordinary course of business; any revaluations by the Buyer of any of its assets or liabilities, including without limitation, writing-off notes or accounts receivable; any material increase in the rate or terms of compensation payable or to become payable by the Buyer to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Buyer personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Buyer for any Buyer personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Audited Buyer Balance Sheet; any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Buyer, other than in connection with the transactions contemplated hereby; Exhibit No. 11.3 any purchase, acquisition or sale by the Buyer of any assets, other than in the ordinary course of business; any amendment, cancellation or termination of any Material Contract, including, without limitation, license or sublicense, or other instrument to which the Buyer is a party or to which the Buyer or any of the assets of the Buyer is bound; any failure to pay when due any material obligation of the Buyer; any failure to operate the business of the Buyer in the ordinary course with an effort to preserve the business intact, to keep available to the Buyer the services of its personnel, and to preserve for the Buyer the goodwill of its customers and others having business relations with the Buyer except for such failures that would not have a Material Adverse Effect on the Buyer; any commitment to borrow money entered into by the Buyer, or any loans made or agreed to be made by the Buyer, involving more than $100,000 individually or $500,000 in the aggregate (other than credit provided by suppliers or manufacturers in the ordinary course of the Buyer's business consistent with past practices); any liabilities incurred by the Buyer involving $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices; (iv) any salepayment, assignment, lease discharge or disposition of assets satisfaction of any material liabilities of the Assignors (Buyer or a commitment to do any material capital expenditure of the foregoing)Buyer, except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (viii) the execution of any agreement with any directorpayment, officer, employee discharge or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except satisfaction in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders prior practice of liabilities reflected or reserved against in respect of its Capital Stock the Audited Financial Statements or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than incurred in the ordinary course, course of business consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of prior practice since the date of the December 31Audited Buyer Balance Sheet, 2000 audited financial statementsand (ii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate; any amendment of the Buyer's Articles of Incorporation or Buyer Bylaws; or any agreement by the Buyer to do any of the things described in the preceding clauses (a) through (p) of this section other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except Since December 31, 2004, except as contemplated or expressly permitted by this Agreement Agreement, GeoMet and except as set forth on Schedule 3.1(f) or disclosed the GeoMet Subsidiaries have conducted their business only in any filing with the Securities Exchange ordinary and Commission prior to the date hereofusual course, since March 31, 2001, and there has not been (i) any material damageMaterial Adverse Effect pertaining to GeoMet, destruction or loss of any kind with respect to any of the Assigned Assetscondition, nor has there been any event or circumstance which has had or development that reasonably could may be expected to have a material adverse effect on the financial condition or business operations of result in any such AssignorMaterial Adverse Effect; (ii) any material change by GeoMet or the GeoMet Subsidiaries in their accounting methods, principles or practices; (iii) any revaluation by GeoMet or the GeoMet Subsidiaries of any of their assets, including, without limitation, writing down the value of properties or assets or writing off notes or accounts receivable other than in the ordinary course of business; (iv) any entry by GeoMet or the GeoMet Subsidiaries into any commitment or transaction material to GeoMet or the GeoMet Subsidiaries; (v) any declaration, setting aside or payment of any dividend dividends or distributions in respect of the GeoMet Common Stock or any redemption, purchase or other distribution (whether in cash, stock or property) with respect to any of the Assignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practices; (iv) any sale, assignment, lease or disposition of assets acquisition of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens)its securities; (vi) any capital expenditures, or commitments to make such capital expenditures, increase in excess of $100,000 (indebtedness for borrowed money other than advances under the Credit Agreement in the aggregate)ordinary course; (vii) any granting of a security interest or lien on any material property or assets of GeoMet or the execution of any agreement with any directorGeoMet Subsidiaries, officer, employee other than Permitted Encumbrances; or independent contractor of any of the Assignors providing for his/her employment, or (viii) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or any other increase in the compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, any officers or independent contractor, key employees of GeoMet or the GeoMet Subsidiaries other than any increase or establishment approved by the Compensation Committee of GeoMet and disclosed in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions writing to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statementsParent.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and Since the Balance Sheet ------------------------------------- Date, except as set forth on Schedule 3.1(f) or disclosed in any filing with 3.13, none of the Securities Exchange and Commission prior to the date hereof, since March 31, 2001, there Sellers has not been (i) except -------------in the ordinary course of business consistent with past practices, incurred any material damage, destruction liability or loss obligation of any kind with respect nature (whether accrued, absolute, contingent or otherwise), or guaranteed or agreed to guarantee any obligations of the Assigned Assetsothers, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (ii) canceled any declarationindebtedness owing to it or any claims that it might have possessed, setting aside waived any material rights of substantial value or payment sold, leased, encumbered, transferred or otherwise disposed of, or agreed to sell, lease, encumber, or otherwise dispose of its assets or permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any dividend or other distribution (whether in cashkind, stock or property) with respect to any of the Assignors' outstanding capital stock; (iii) made any cancellation material capital expenditure or compromise of commitment therefor, (iv) paid any debt bonuses, salaries or claimother compensation to any shareholder, director, officer or waiver or release of any rightemployee, except other than in the ordinary course of business consistent with past practices, (v) entered into any employment, severance or similar contract with any director, officer, shareholder or employee; (ivvi) declared or paid any saledividend or made any distribution on any shares of its capital stock, assignmentor redeemed, lease purchased or disposition otherwise acquired any shares of assets its capital stock or any option, warrant or other right to purchase or acquire any such shares, (vii) borrowed or agreed to borrow any funds, made any loan to any Person or guaranteed or agreed to guarantee any obligations of any other Person, (viii) written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, (ix) made any material change in any method of accounting or auditing practice, (x) lost, terminated, modified in any material respect, waived any fees under, or accelerated or accepted prepayment of any fees under, any Investment Advisory or Broker-Dealer Contract, (xi) otherwise conducted its Business or entered into any transaction other than in the Assignors ordinary course consistent with past practices, or (xii) agreed, whether or a commitment not in writing, to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to Since June 30, 2001 through the date hereof, since March 31, 2001, hereof there has not been been, with respect to HCCI, (i) any Material Adverse Effect; (ii) any material strike, picketing, work slowdown or labor disturbance; (iii) any material damage, destruction or loss of any kind (whether or not covered by insurance) with respect to any of the Assigned Assets, nor has there been any event material assets or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignorproperties; (iiiv) any declaration, setting aside redemption or other acquisition of Common Stock of HCCI or any declaration or payment of any dividend or other distribution (whether in cash, stock or property) property with respect thereto except as set forth on Schedule 3.8 hereto; (v) any entry into any material commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business or as contemplated by this Agreement; (vi) any transfer of, or rights granted under, any material leases, licenses, agreements, patents, trademarks, trade names, or copyrights other than those transferred or granted in the ordinary course of business and consistent with past practice; (vii) any Lien on any material assets or properties except in the ordinary course of business; any payment of any Liabilities other than Liabilities currently due; any cancellation of any debts or claims or forgiveness of amounts owed to HCCI; or (viii) any change in accounting principles or methods (except insofar as may have been required by a change in U.S. GAAP). Since June 30, 2001, through the date hereof HCCI has conducted its business only in the ordinary course and in a manner consistent with past practice and has not made any material change in the conduct of its business or operations. Without limiting the generality of the Assignors' outstanding capital stock; foregoing, since June 30, 2001, through the date hereof HCCI has not made any payments (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business and in amounts and in a manner consistent with past practices; practice) under any Employee Benefit Plan (ivas hereinafter defined) or to any saleemployee, assignmentindependent contractor or consultant, lease entered into any new Employee Benefit Plan or disposition any new consulting agreement, granted or established any awards under any such Employee Benefit Plan or agreement, in any such case providing for payments of assets of any of the Assignors (more than $1,000 or a commitment to do adopted or otherwise amended any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to Since the date hereofof the Audited Liberty Balance Sheet, the Company has conducted its business in the ordinary course consistent with past practice and, since March 31, 2001such date, there has not been (i) occurred: any material event, damage, destruction or loss of any kind with respect to any of the Assigned Assetsloss, nor has there been any event whether covered by insurance or circumstance not, which has had or reasonably could be is expected to have a Material Adverse Effect on Liberty or its assets; any entry by Liberty into a commitment or transaction material adverse effect on to the financial condition Company, which is not in the ordinary course of business consistent with past practice; any change by Liberty in accounting principles, methods or business operations of such Assignorpractices, except insofar as may have been required by a change in GAAP; (ii) any declaration, payment or setting aside or for payment of any dividend dividends or distributions in respect to shares of Liberty Common Stock, or any redemption, purchase or other distribution (whether in cash, stock or property) with respect to acquisition of any shares of the Assignors' outstanding capital stockLiberty Common Stock; (iii) any cancellation or compromise of any debt or claim, debts or waiver or release of any rightright or claim of Liberty individually or in the aggregate material to Liberty, whether or not in the ordinary course of business; any revaluations by Liberty of any of its assets or liabilities, including without limitation, writing-off notes or accounts receivable; any material increase in the rate or terms of compensation payable or to become payable by Liberty to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Liberty personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by Liberty for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Audited Liberty Balance Sheet; any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of Liberty, other than in connection with the transactions contemplated hereby; any purchase, acquisition or sale by Liberty of any assets, other than in the ordinary course of business; any amendment, cancellation or termination of any Material Contract, including, without limitation, license or sublicense, or other instrument to which Liberty is a party or to which Liberty or any of the assets of Liberty is bound; any failure to pay when due any material obligation of Liberty; any failure to operate the business of Liberty in the ordinary course with an effort to preserve the business intact, to keep available to Liberty the services of its personnel, and to preserve for Liberty the goodwill of its customers and others having business relations with Liberty except for such failures that would not have a Material Adverse Effect on Liberty; any commitment to borrow money entered into by Liberty, or any loans made or agreed to be made by Liberty, involving more than $100,000 individually or $500,000 in the aggregate (other than credit provided by suppliers or manufacturers in the ordinary course of the Liberty 's business consistent with past practices); any liabilities incurred by Liberty involv­ing $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices; (iv) any salepayment, assignment, lease discharge or disposition of assets satisfaction of any material liabilities of the Assignors (Liberty or a commitment to do any material capital expenditure of the foregoing)Liberty, except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (viii) the execution of any agreement with any directorpayment, officer, employee discharge or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except satisfaction in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders prior prac­tice of liabilities reflected or reserved against in respect of its Capital Stock the Audited Financial Statements or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than incurred in the ordinary course, course of business consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of prior practice since the date of the December 31Audited Liberty Balance Sheet, 2000 audited financial statementsand (ii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate; any amendment of Liberty’s Articles of Incorporation or Liberty Bylaws; or any agreement by Liberty to do any of the things described in the preceding clauses (a) through (p) of this Section, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and Since the Balance Sheet ------------------------------------- Date, except as set forth on Schedule 3.1(f) or disclosed in any filing with 3.13, the Securities Exchange and Commission prior to the date hereof, since March 31, 2001, there Company has not been (i) except in ------------- the ordinary course of business consistent with past practices, incurred any material damage, destruction liability or loss obligation of any kind with respect nature (whether accrued, absolute, contingent or otherwise), or guaranteed or agreed to guarantee any obligations of the Assigned Assetsothers, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (ii) canceled any declarationindebtedness owing to it or any claims that it might have possessed, setting aside waived any material rights of substantial value or payment sold, leased, encumbered, transferred or otherwise disposed of, or agreed to sell, lease, encumber, or otherwise dispose of its assets or permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any dividend or other distribution (whether in cashkind, stock or property) with respect to any of the Assignors' outstanding capital stock; (iii) made any cancellation material capital expenditure or compromise of commitment therefor, (iv) paid any debt bonuses, salaries or claimother compensation to any shareholder, director, officer or waiver or release of any rightemployee, except other than in the ordinary course of business consistent with past practices, (v) entered into any employment, severance or similar contract with any director, officer, shareholder or employee; (ivvi) declared or paid any saledividend or made any distribution on any shares of its capital stock, assignmentor redeemed, lease purchased or disposition otherwise acquired any shares of assets its capital stock or any option, warrant or other right to purchase or acquire any such shares, (vii) borrowed or agreed to borrow any funds, made any loan to any Person or guaranteed or agreed to guarantee any obligations of any other Person, (viii) written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, (ix) made any material change in any method of accounting or auditing practice, (x) lost, terminated, modified in any material respect, waived any fees under, or accelerated or accepted prepayment of any fees under, any Investment Advisory Contract, (xi) otherwise conducted the Assignors Business or entered into any transaction other than in the ordinary course consistent with past practices, or (xii) agreed, whether or a commitment not in writing, to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereofSCHEDULE 4.7, since March 31June 15, 2001, there has not been 1997: (i) any material damage, destruction or loss of any kind with respect to any of ILD has conducted its business only in the Assigned Assets, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignorordinary course; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Assignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practices; (iv) any sale, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business business, financial condition, operations, assets or prospects of ILD; (iii) ILD has not made any dividends, distributions or redemptions on its capital stock; (iv) ILD has not increased the financial condition salary or results wages of operations any employee or officer of the Business. Since December 31ILD more than 20% of that salary or wages existing as of June 15, 2000, 1997; (v) there has not been any change damage, destruction, or loss, whether covered by insurance or not materially adversely affecting the properties or business of ILD; (vi) there has not been any sale or transfer by ILD of any tangible or intangible asset other than in the ordinary course of business, any mortgage or pledge or the creation of any security interest, lien, or encumbrance on any such asset, or any lease of property, including equipment, other than tax liens with respect to taxes not yet due and contract rights of customers in inventory; (vii) ILD has not incurred any lapse of any trademark, assumed name, trade name, service xxxx, copyright or license or any application with respect to the foregoing; (viii) ILD has not permitted any discharge or satisfaction of any lien or encumbrance or the payment of any liability other than current liabilities in the ordinary course of business; (ix) ILD has not made any loan, advance, or guaranty to or for the benefit of any person except the creation of accounts receivable in the ordinary course of business; or (x) there has not been an agreement by ILD to do any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statementsforegoing.

Absence of Certain Changes and Events. (a) Except as for incurring the expenses, making the payments, or the other transactions contemplated in or expressly permitted by this Agreement Agreement, since the Interim Financial Statements Date, and except as set forth on Schedule 3.1(fSection 4.17(a) or disclosed of the Disclosure Letter, (as to Seller’s representation and warranty only, to Seller’s Knowledge) (i) each of the Acquired Companies has conducted its business in the Ordinary Course of Business and has not incurred any filing with material Liability, except in the Securities Exchange and Commission prior to the date hereof, since March 31, 2001, Ordinary Course of Business; (ii) there has not been (i) any material damagechange in the business, destruction financial condition, Liabilities, assets, technology, Intellectual Property rights, employee relations, customer relations, supplier relations, manufacturer relations or loss distributor relations, or results of any kind with respect to any operations of the Assigned AssetsAcquired Companies that has had, nor has there been any event or circumstance which has had or would reasonably could be expected to have have, a material adverse effect Material Adverse Effect on the financial condition or business operations of any such Assignor; party, (iiiii) there has not been any declaration, setting aside or payment of any dividend or dividend, other distribution (whether in cash, stock or property) ), redemption or repurchase with respect to any shares or membership interests of any of the Assignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practicesAcquired Companies; (iv) any sale, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change split, combination or reclassification of any common stock of any of the Acquired Companies or any issuance or commitment to issue or the authorization of any issuance of any capital stock or other equity interests of any of the Acquired Companies or other securities convertible into, in exchange or in substitution for any shares of capital stock or other equity interests of any of the Acquired Companies; (v) there has not been (A) any granting by any of the Acquired Companies to any employee of any of the Acquired Companies of any increase in compensation, other than in the Business or the financial condition or results Ordinary Course of operations Business, (B) any granting by any of the Acquired Companies to any such employee of any increase in severance or termination pay, (C) any entry by any of the Acquired Companies into any employment, severance or termination agreement, policy or arrangement with any employee other than in the Ordinary Course of Business. Since December 31, 2000or (D) any transaction with Seller, or a director or employee of any of the Acquired Companies, other than in the Ordinary Course of Business; (vi) there has not been any change in accounting methods, principles or practices by any of the Company Acquired Companies affecting its assets, Liabilities or any of its Subsidiaries in their financial or tax accounting principles or methodsbusiness, except insofar as may have been required by a change in GAAP, applicable law or circumstances which did not exist as and (vii) the Acquired Companies have paid all of the date of the December 31, 2000 audited financial statementstheir liabilities and other obligations on a timely basis.

Absence of Certain Changes and Events. Except as contemplated disclosed or expressly permitted by this Agreement and except as set forth reflected in the Call America Financial Statements or on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to 3.8, since June 30, 1996, through the date hereof, since March 31, 2001, hereof there has not been been, with respect to any of the Call America Companies, (i) any Material Adverse Effect; (ii) any material strike, picketing, work slowdown or labor disturbance; (iii) any material damage, destruction or loss of any kind (whether or not covered by insurance) with respect to any material assets or properties; (iv) any redemption or other acquisition of Common Stock of any of the Assigned Assets, nor has there been Call America Companies or any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (ii) any declaration, setting aside declaration or payment of any dividend or other distribution (whether in cash, stock or property) property with respect thereto; (v) any entry into any material commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business or as contemplated by this Agreement; (vi) any transfer of, or rights granted under, any material leases, licenses, agreements, patents, trademarks, trade names, or copyrights other than those transferred or granted in the ordinary course of business and consistent with past practice; (vii) any Lien on any material assets or properties except in the ordinary course of business; any payment of any Liabilities other than Liabilities currently due; any cancellation of any debts or claims or forgiveness of amounts owed to any of the Assignors' outstanding capital stockCall America Companies; or (iiiviii) any cancellation change in accounting principles or compromise methods (except insofar as may have been required by a change in U.S. GAAP). Except as disclosed or reflected in the Call America Financial Statements or on Schedule 3.8, since June 30, 1996, through the date hereof each of the Call America Companies has conducted its business only in the ordinary course and in a manner consistent with past practice and has not made any debt material change in the conduct of its respective business or claimoperations. Except as disclosed or reflected in the Call America Financial Statements or on Schedule 3.8, or waiver or release without limiting the generality of the foregoing, since June 30, 1996, through the date hereof none of the Call America Companies has made any right, payments (except in the ordinary course of business and in amounts and in a manner consistent with past practices; practice) under any Employee Benefit Plan (ivas hereinafter defined) or to any saleemployee, assignmentindependent contractor or consultant, lease entered into any new Employee Benefit Plan or disposition any new consulting agreement, granted or established any awards under any such Employee Benefit Plan or agreement, in any such case providing for payments of assets of any of the Assignors (more than $10,000 or a commitment to do adopted or otherwise amended any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. (a) Except as for incurring the expenses, making the payments and distributions, or the other transactions contemplated in or expressly permitted by this Agreement Agreement, since the Interim Financial Statements Date, and except as set forth on Schedule 3.1(fSection 4.17(a) or disclosed of the Disclosure Schedule, (i) each of the Acquired Companies has conducted its business in the Ordinary Course of Business and has not incurred any filing with material Liability, except in the Securities Exchange and Commission prior to the date hereof, since March 31, 2001, Ordinary Course of Business; (ii) there has not been (i) any material damagechange in the business, destruction financial condition, Liabilities, assets, technology, Intellectual Property rights, employee relations, customer relations, supplier relations, manufacturer relations or loss distributor relations, or results of any kind with respect to any operations of the Assigned AssetsAcquired Companies that has had, nor has there been any event or circumstance which has had or would reasonably could be expected to have have, a material adverse effect Material Adverse Effect on the financial condition or business operations of any such Assignor; party, (iiiii) there has not been any declaration, setting aside or payment of any dividend or dividend, other distribution (whether in cash, stock or property) ), redemption or repurchase with respect to any shares or membership interests of any of the Assignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practicesAcquired Companies; (iv) any sale, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change split, combination or reclassification of any common stock of any of the Acquired Companies or any issuance or commitment to issue or the authorization of any issuance of any capital stock or other equity interests of any of the Acquired Companies or other securities convertible into, in exchange or in substitution for any shares of capital stock or other equity interests of any of the Acquired Companies; (v) there has not been (A) any granting by any of the Acquired Companies to any employee of any of the Acquired Companies of any increase in compensation, other than in the Business or the financial condition or results Ordinary Course of operations Business, (B) any granting by any of the Acquired Companies to any such employee of any increase in severance or termination pay, (C) any entry by any of the Acquired Companies into any employment, severance or termination agreement, policy or arrangement with any employee other than in the Ordinary Course of Business. Since December 31, 2000or (D) any transaction with Seller, or a director or employee of any of the Acquired Companies, other than in the Ordinary Course of Business; (vi) there has not been any change in accounting methods, principles or practices by any of the Company Acquired Companies affecting its assets, Liabilities or any of its Subsidiaries in their financial or tax accounting principles or methodsbusiness, except insofar as may have been required by a change in GAAP, applicable law or circumstances which did not exist as and (vii) the Acquired Companies have paid all of the date of the December 31, 2000 audited financial statementstheir liabilities and other obligations on a timely basis in accordance with past practices.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on in Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereof4.7, since March 31June 15, 2001, there has not been 1997: (i) any material damage, destruction or loss of any kind with respect to any of ILD has conducted its business only in the Assigned Assets, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignorordinary course; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Assignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practices; (iv) any sale, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business business, financial condition, operations, assets or prospects of ILD; (iii) ILD has not made any dividends, distributions or redemptions on its capital stock; (iv) ILD has not increased the financial condition salary or results wages of operations any employee or officer of the Business. Since December 31ILD more than 20% of that salary or wages existing as of June 15, 2000, 1997; (v) there has not been any change damage, destruction, or loss, whether covered by insurance or not materially adversely affecting the properties or business of ILD; (vi) there has not been any sale or transfer by ILD of any tangible or intangible asset other than in the ordinary course of business, any mortgage or pledge or the creation of any security interest, lien, or encumbrance on any such asset, or any lease of property, including equipment, other than tax liens with respect to taxes not yet due and contract rights of customers in inventory; (vii) ILD has not incurred any lapse of any trademark, assumed name, trade name, service mark, copyxxxxt or license or any application with respect to the foregoing; (viii) ILD has not permitted any discharge or satisfaction of any lien or encumbrance or the payment of any liability other than current liabilities in the ordinary course of business; (ix) ILD has not made any loan, advance, or guaranty to or for the benefit of any person except the creation of accounts receivable in the ordinary course of business; or (x) there has not been an agreement by ILD to do any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statementsforegoing.

Absence of Certain Changes and Events. Except as contemplated Since November 30, 2012: (a) the Company has not experienced any event or expressly permitted by this Agreement condition, and to the Company's Knowledge, no event or condition exists, that, individually or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect; (b) the Company has conducted its business in the ordinary course consistent with past practice; (c) the Company has not entered into any Contract, letter of intent or term sheet with respect to any acquisition, sale, license or transfer of any asset of the Company; (d) except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereof, since March 31, 2001required by GAAP, there has not been occurred any change in accounting methods or practices (iincluding any change in depreciation or amortization policies or rates or revenue recognition policies) by the Company or any material damage, destruction or loss revaluation by the Company of any kind with respect to any of the Assigned Assets, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignorits assets; (iie) there has not occurred any declaration, setting aside or payment of any a dividend or other distribution (whether in cash, stock or property) with respect to any securities of the Assignors' outstanding capital stockCompany, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its securities; (iiif) the Company has not entered into, amended or terminated any cancellation or compromise Material Contract outside of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with of the Company pursuant to past practicespractice, and there has not occurred any material default under any Material Contract; (ivg) there has not occurred any sale, assignment, lease amendment or disposition change to the Company Certificate of assets of Incorporation or the Company Bylaws; (h) there has not occurred any increase in or modification of the Assignors (compensation or a commitment benefits payable or to do any of become payable by the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments Company to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor consultant of the Company paid annual compensation, any modification of any "nonqualified deferred compensation plan" within the meaning of Section 409A of the Assignors providing for his/her employment, Code or any increase in compensation loan or severance or termination extension of benefits payable or an existing loan to become payable by an Assignor to such any director, officer, employeeemployee or consultant of the Company (other than routine expense advances to employees of the Company consistent with past practice and the termination of the Incentive Compensation Plan and rights granted thereunder), and the Company has not entered into any Contract to grant or independent contractorprovide, nor has the Company granted or provided, any severance, bonus, commission, acceleration of vesting (of benefits or equity) or other similar benefits to any director, officer, employee or consultant of the Company; (i) the Company has not paid any bonus, commission, change in control, retention pay or other compensation, other than regular base compensation, to any director, officer, employee or consultant of the Company; (j) the Company has not incurred, created or assumed any Lien on any of its assets or properties, any Liability for borrowed money or any increase in benefits under Liability as guaranty or surety with respect to the obligations of any collective bargaining agreement other Person; (k) there has been no material damage, destruction or other Employee Benefit Plan loss, whether or not covered by insurance, affecting the assets, properties or business of the Company; and (l) there has not occurred any announcement, any negotiation or any entry into any Contract by the Company to do any of the Assignors, except things described in the ordinary course of business consistent with past practices; preceding clauses (viiia) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or through (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933k), as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in negotiations and agreements with the ordinary course, consistent with such Assignor's past practiceBuyer and its representatives regarding the Acquisition. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.[*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION Exhibit 10.1

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and Since the Latest Balance Sheet Date, except as set forth on Schedule 3.1(f) Section 3.25 of the Disclosure Schedule, the Companies have conducted the Business in the Ordinary Course and, except as expressly contemplated by this Agreement or disclosed in any filing with other Seller Transaction Document, there has not occurred any event or group of related events, condition, occurrence, contingency or development that has had, or would reasonably be expected to have, a Material Adverse Effect. Without limiting the Securities Exchange and Commission prior to generality of the date hereofforegoing, since March 31, 2001the Latest Balance Sheet Date, there has not been any, and/or the Seller and the Companies have not: (a) change in the independent accountants of the Companies or any change in the accounting methods, principles or practices followed by the Companies (except for any such change required by reason of a concurrent change in GAAP or applicable Law); (b) with respect to any executive, manager, officer, employee, consultant or contractor of the Companies, (i) adoption or termination in any material damagerespect, destruction amendment or loss increase of the payments or benefits of any kind Employee Benefit Plan, (ii) grant of severance or termination pay, (iii) increase in the compensation or payment of any bonus or (iv) change with respect to compensation or other benefits payable, except, in each of clauses (i) through (iv), in the Ordinary Course, as required by Law or as required by any existing Contract; (c) sale, assignment, transfer, hypothecation, conveyance, lease, license or other disposition of any asset or property of the Companies, except in the Ordinary Course, or mortgage, pledge, or imposition of any Lien on any asset or property of the Companies, except for Permitted Liens and except in the Ordinary Course; (d) split, combined, classified, re-classified, varied the rights attaching to, or taken similar action with respect to any of Equity Interests or proposed the Assigned Assetsissuance of any other securities in respect of, nor has there been in lieu of or in substitution for its authorized or issued equity or other Equity Interests; granted any event rights to purchase its Equity Interests; issued any Equity Interests; granted any registration rights; purchased, redeemed, retired, or circumstance which has had otherwise acquired any of its Equity Interests; or reasonably could be expected to have adopted a material adverse effect on plan of complete or partial liquidation or passed any resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the financial condition Companies or business operations of such Assignor; (ii) any declaration, setting aside declared or payment of paid any dividend or other distribution or payment in respect of its Equity Interests; (e) amended its Governing Documents; (f) damaged, destroyed or lost any material portion of the tangible assets or properties of the Companies, whether or not covered by insurance, in cashan amount in excess of $5,000; (g) except in the Ordinary Course, stock amended, renewed, failed to renew, terminated (other than due to any scheduled expiration) or propertyreceived written notice of termination (other than due to any scheduled expiration) with respect to any Material Contract or entered into any new Material Contract or taken any action that would reasonably be expected to jeopardize the continuance of any of its relationships with any of its Top Customers and/or Top Suppliers; (h) (i) incurred or assumed any Indebtedness in excess of $50,000 in the Assignors' outstanding capital stock; aggregate, (ii) assumed, guaranteed, endorsed or otherwise became liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other Person (other than the endorsements of checks in the Ordinary Course) in excess of $50,000 in the aggregate, or (iii) made any cancellation loans, advances or compromise capital contributions to, or investment in, any Person, in excess of $50,000 in the aggregate, other than employee travel and expense advances in the Ordinary Course; (i) paid, discharged or satisfied any Liabilities, other than the payment, discharge or satisfaction in the Ordinary Course Liabilities reflected or reserved against in the Latest Balance Sheet or incurred in the Ordinary Course since the Latest Balance Sheet Date; (j) sold, disposed of or surrendered or disaggregated any material license or any portion thereof; (k) accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course; (l) delayed or accelerated payments of any debt accounts payable or claimother liability beyond or in advance of its due date or the date when such liability would have been paid in the Ordinary Course; (m) failed to replenish inventories and supplies of the Companies in the Ordinary Course or entered into any purchase commitment not in the Ordinary Course; (n) made any acquisition of all or any significant part of the assets, capital stock, other Equity Interests, properties, securities or waiver or release business of any rightother Person; (o) made any revaluation of any assets of the Business of the Companies or write down or write off of the value of any assets of the Business of the Companies, except in the ordinary course of business consistent with past practicesOrdinary Course; (ivp) entered into any salecollective bargaining Contract or any other Contract with any labor union or association representing any group of employees, assignmentor been subject to any strike, lease picket, work stoppage, work slowdown or disposition labor dispute or been subject to any application for certification or union organizing drive; (q) made any capital expenditure or any other investment (or series of assets related investments), or entered into any Contract or commitment therefor, excluding any purchase of inventory in the Ordinary Course, in excess of $50,000 in respect of any such individual investment or Contract or $75,000 in the aggregate; (r) written down the value of any inventory (including write downs by reason of shrinkage or mark down) or written off as uncollectible any notes or accounts receivable, except in the Ordinary Course; (s) allowed any insurance policy naming the Companies as beneficiaries or loss payee to be cancelled or terminated, or instructed any of the Assignors Companies’ insurance carriers to decrease any current policy coverage limits or materially change the terms of such coverage; or (or a commitment t) agreement by the Companies to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and Since the Balance Sheet Date, except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereof2.8, since March 31, 2001, there Seller has not been (i) incurred any material damage, destruction liability or loss obligation of any kind with respect to any nature (whether accrued, absolute, contingent or otherwise) outside of the Assigned Assetsordinary course of business consistent with past practices, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (ii) canceled any declarationindebtedness owing to it or any claims that it might have possessed or waived any material rights of substantial value, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Assignors' outstanding capital stock; (iii) sold, leased, encumbered, transferred or otherwise disposed of, or agreed to sell, lease, encumber, or otherwise dispose of its assets outside the ordinary course of business consistent with past practice, (iv) permitted any cancellation of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or compromise charge of any debt kind, (v) made any material capital expenditure or claimcommitment therefor, (vi) paid any bonuses, salaries or waiver other compensation to any shareholder, director, officer or release of any rightemployee, except other than in the ordinary course of business consistent with past practices, (vii) entered into any employment, severance or similar contract with any director, officer, shareholder or employee; (ivviii) declared or paid any saledividend or made any distribution on any shares of its capital stock, assignmentor redeemed, lease purchased or disposition otherwise acquired any shares of assets its capital stock or any option, warrant or other right to purchase or acquire any such shares, (ix) borrowed or agreed to borrow any funds, made any loan to any Person or guaranteed or agreed to guarantee any obligations of others, (x) written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, (xi) made any material change in any method of accounting or auditing practice, (xii) otherwise conducted the Assignors Business or entered into any transaction, except in the ordinary course consistent with past practices, or (xii) agreed, whether or a commitment not in writing, to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on ------------------------------------- in Schedule 3.1(f) 3.20 and except for the Company Reorganization and as necessary or disclosed in any filing with ------------- advisable to obtain or preserve the Securities Exchange and Commission prior to Company's status as a REIT, since the date hereofof the Most Recent Balance Sheets, since March 31the Subject Companies have conducted their respective Businesses in the ordinary course of business consistent with past practice, 2001, and there is not and has not been been: (ia) any material damage, destruction or loss of any kind with respect Material Adverse Change to any of the Assigned Subject Companies or any material adverse change in the condition of the Acquired Assets, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (iib) any declaration, setting aside distribution or payment of any dividend or other distribution (whether in cash, stock or property) with respect to made by any of the Assignors' outstanding capital stock; Subject Companies, except for distributions or dividends required to be made by any of the Subject Companies to obtain and preserve the Company's status as a REIT, (iiic) any cancellation material repurchase of equity securities by any of the Subject Companies, (d) any payment or compromise increase by any of the Subject Companies of any debt salaries or claimother compensation to any shareholder, partner, director, officer or waiver or release of any right, (except in the ordinary course of business consistent with past practices; (ivpractice) employee or entry into any saleemployment, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expendituresseverance, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement similar contract with any director, officer, officer or employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or (other Employee Benefit Plan of any of the Assignors, except than in the ordinary course of business consistent with past practices; practice), (viiie) any distributions adoption of, increase in the payments to its stockholders in respect of its Capital Stock or loans to benefits under, any Person; profit sharing, deferred compensation, savings, insurance, pension, retirement or (ix) any transaction other employee benefit plan for or with any Affiliate required to be disclosed under Item 404 employees of Regulation S-K promulgated under any of the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business Subject Companies (other than in the ordinary course, course of business consistent with such Assignor's past practice. Since March 31), 2001(f) any condition, there has not been event or occurrence which could reasonably be expected to prevent or materially delay either of the Subject Companies consummating the transactions contemplated by this Agreement or the Subsidiaries Asset Purchase Agreements or (g) any material adverse change in the Business accounting methods, principles or the financial condition or results practice of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statementsSubject Companies.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with Section 3.10 of the Securities Exchange and Commission prior to the date hereofCompany Disclosure Schedule, since March 31, 20012011 (a) the Company and each Subsidiary have operated the Business in the ordinary course consistent with past practice; (b) neither the Business nor the Company or any Subsidiary have suffered any change, there has not been (i) any material damage, destruction or loss of any kind with respect to any of the Assigned Assets, nor has there been any event or circumstance condition which has had or could reasonably could be expected to have a material adverse effect Material Adverse Effect on the financial condition assets and properties of the Company, any Subsidiary or business operations of such Assignorthe Business; and (iic) neither the Company nor any declaration, setting aside Subsidiary has (i) acquired or payment disposed of any dividend material assets or other distribution (whether engaged in cash, stock any material transaction for or property) with respect relating to any of the Assignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practices; (iv) any sale, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary coursecourse of business or as expressly contemplated by the terms of this Agreement; (ii) increased benefits or Company Plan costs or changed bonus, consistent with such Assignor's past practice. Since March 31insurance, 2001compensation, there has not been any material adverse change wages, salary or other compensation or other employee benefits for employees other than in the ordinary course of business; (iii) waived any rights of substantial value which, singly or in the aggregate, are material to the Business; (iv) borrowed or agreed to borrow in the conduct of the Business any funds other than through existing credit relationships; (v) pledged or mortgaged or agreed to pledge or mortgage any of the financial condition assets or results properties of operations the Company and/or any Subsidiary; (vi) made or committed to make in connection with the Business any capital expenditures (other than in the ordinary course of business) in excess of $50,000 individually, or $150,000 in the aggregate, or incur any Liability (other than in the ordinary course of business) in excess of $50,000; (vii) made any loans to the officers or directors (except for ordinary course of business advances for out-of-pocket expenses incurred in the conduct of the Business. Since December 31) of the Company and/or any Subsidiary; (viii) altered its existing Real Property Leases or entered into any agreement to lease, 2000purchase, there has not been any change by or otherwise occupy real property in the conduct of the Business; (ix) permit any of the Aviation Authorizations to lapse or to be abandoned, dedicated, or disclaimed, failed to perform or make any material filings, recordings, or similar actions or filings applicable to any of the Aviation Authorizations, or failed to pay any and all fees, fines and Taxes required to maintain and protect the Company or any such Subsidiary’s interest in each and every of the Aviation Authorizations, (x) made, rescinded or revoked any Tax election, filed any amended Tax Returns, entered into any closing agreement with respect to Taxes, settled any Tax claim or assessment or surrendered any right to claim a refund of Taxes or obtain or apply for any Tax ruling, (xi) closed any CBM Bases set forth in Section 3.14(a)(xvi) of the Company Disclosure Schedule; (xii) ceased providing Traditional-Based Services to any of the HBM Bases set forth in Section 3.14(a)(xvi) of the Company Disclosure Schedule, or received written notice of the intention of any other Person to cancel, terminate or amend any material terms of any Traditional-Based Services with the Company or any Subsidiary; or to the actual knowledge of the executive officers of the Company and the principals of the Principal Shareholder, no person has threatened to cancel, terminate or amend any material terms of any Traditional-Based Services with the Company or any Subsidiary; terminate; or (xiii) agreed to do any of the foregoing. In addition to the foregoing, none of the creditors listed on the Indebtedness Statement have agreed to permit the Company or any of its Subsidiaries to repay the principal of any such Indebtedness for less than par value in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as connection with the consummation of the date of the December 31, 2000 audited financial statementsTransactions.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereof3.8, since March 31, 20012000, there has not been been, with respect to i360, (i) any Material Adverse Effect; (ii) any strike, picketing, work slowdown or labor disturbance; (iii) any material damage, destruction or loss of any kind (whether or not covered by insurance) with respect to any of the Assigned Assets, nor has there been any event assets or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignorproperties; (iiiv) any declaration, setting aside redemption or other acquisition by it of i360 Common Stock or any declaration or payment of any dividend or other distribution (whether in cash, stock or property) property with respect thereto; (v) except in connection with or as contemplated by this Agreement, any entry into any commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business; (vi) any transfer of, or rights granted under, any leases, licenses, agreements, patents, trademarks, trade names, or copyrights other than those transferred or granted in the ordinary course of business and consistent with past practice; (vii) any mortgage, pledge, security interest or imposition of any other encumbrance on any assets or properties except in the ordinary course of business; any payment of any debts, liabilities or obligations ("Liabilities") of any kind other than Liabilities currently due; any cancellation of any debts or claims or forgiveness of amounts owed to i360; or (viii) any change in accounting principles or methods (except insofar as may have been required by a change in U.S. GAAP). Since March 31, 2000, i360 has conducted its business only in the ordinary course and in a manner consistent with past practice and has not made any material change in the conduct of its business or operations. Without limiting the generality of the Assignors' outstanding capital stock; foregoing, since March 31, 2000, i360 has not made any payments (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business and in amounts and in a manner consistent with past practices; practice) under any i360 Employee Plan (ivas defined in Section 3.10) or to any saleemployee, assignmentindependent contractor or consultant, lease entered into any new i360 Employee Plan or disposition any new consulting agreement, granted or established any awards under any such i360 Employee Plan or agreement, in any such case providing for payments of assets of any of the Assignors (more than $25,000 or a commitment to do adopted or otherwise amended any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or specifically disclosed in any filing with the Securities Company’s filings under the Exchange and Commission Act filed prior to the date hereofhereof and Section 4.15 of the Disclosure Letter, since March 31, 2001the Balance Sheet Date, there has not been (i) any material damage(A) except as permitted by this Agreement, destruction or loss of any kind with respect to any of the Assigned Assets, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Assignors' outstanding Company’s capital stock; , (iiiB) any cancellation or compromise amendment of any debt term of any outstanding equity security of the Acquired Companies or, to the knowledge of the Acquired Companies, of the Minority JV Entities, (C) any repurchase, redemption or claimother acquisition by the Acquired Companies or, to the knowledge of the Acquired Companies, by the Minority JV Entities of any outstanding shares of capital stock or other equity securities of, or waiver other ownership interest in the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities, (D) any change in any method of accounting or release accounting practice or any tax method, practice or election by the Acquired Companies or, to the knowledge of the Acquired Companies, by the Minority JV Entities, or (E) agreed to take any action described in clauses (A) through (D) above, or (ii) any split, combination or reclassification of any rightof Company’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, except in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its capital stock or any issuance of any ownership interest in, any Acquired Company. Except as expressly and specifically disclosed in the Company SEC Reports filed prior to the date hereof, or as disclosed in Section 4.15 of the Disclosure Letter, from January 1, 2006, (i) each of the Acquired Companies and, to the knowledge of the Acquired Companies, each of the Minority JV Entities has conducted its businesses in the ordinary course of business consistent with past practices; practice, (ivii) any salethere has not been, assignment, lease individually or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); , any Material Adverse Effect on the Acquired Companies, nor has there been any event, occurrence or development that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies and (viiiii) except as expressly and specifically disclosed in the execution of any agreement with any directorCompany SEC Reports filed prior to the date hereof, officer, employee or independent contractor of any except as disclosed in Section 4.15 of the Assignors providing for his/her employmentDisclosure Letter, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such directorsince the Balance Sheet Date, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any none of the AssignorsAcquired Companies has taken any action which, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of if taken after the date of the December 31this Agreement, 2000 audited financial statementswould be prohibited by Section 6.2(b).

Absence of Certain Changes and Events. Except Since the Ownership Date, each Acquired Companies has conducted its respective Business in the Ordinary Course in all material respects and, except as expressly contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereof, since March 31, 2001other Transaction Document, there has not been (i) any material damagebeen, destruction or loss of any kind with respect to any Acquired Company, any: (a) Material Adverse Effect; (b) amendment of the Assigned Assets, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignororganizational documents; (iic) split, division, combination or reclassification of any capital stock, shares or other equity securities, or any issuance, sale or other disposition of or grant of any rights to purchase or obtain (including upon conversion, exchange or exercise) any declaration, setting aside such equity securities; (d) declaration or payment of any dividend dividends or other distribution (whether distributions on or in cashrespect of any equity securities, stock purchase or property) with respect to acquisition of any of the Assignors' outstanding capital stockequity securities; (iiie) change in any method of accounting or accounting practice; (f) amendment, modification, acceleration, relinquishment, termination, cancellation or nonrenewal of any Material Contract or entry into any Contract that would constitute a Material Contract; (g) (i) termination of any, director, officer, Employee, contractor or consultant with an annual compensation of [***] or more or (ii) hiring of any, director, officer, Employee, contractor or consultant with an annual compensation of [***] or more, except to replace (on comparable terms and at a comparable cost) any cancellation departed individual; (h) (i) adoption, amendment or compromise material modification of any debt or claim, or waiver or release of any right, except an Employee Benefit Plan other in the ordinary course of business consistent with past practices; practice that does not materially increase the cost of such Employee Benefit Plan, (ivii) any sale, assignment, lease or disposition grant of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or pay to become payable by an Assignor to such directorany Employee, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except than in the ordinary course of business consistent with past practicespractice, (iii) material increase in the compensation of, or payment of any bonus to, any Employee with annual compensation of [***] or more, except, in each of (i) through (iii), as required by Law or by any existing Contract; (viiii) incurrence, creation, assumption, payment, cancellation or discharge of (i) any distributions to its stockholders in respect Lien on any of its Capital Stock or loans to assets (other than Permitted Liens); (ii) any PersonIndebtedness; or (ixiii) any transaction liability as a guarantor or surety with respect to the obligations of others; (j) transfer, assignment, sale, exclusive license or other disposition of any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933material assets (including Intellectual Property) shown or reflected in the Interim Financial Statements, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary courseOrdinary Course; (k) abandonment, consistent cancellation, withdrawal, refusal, or expiration (excluding expiration in accordance with such Assignor's past practice. Since March 31the statutory period) of any Intellectual Property subject to a registration, 2001filing, there has or application by any Acquired Company; (l) material damage, destruction or loss (whether or not been covered by any Company Policy) to any property; (m) any capital investment in, or any loan to, any other Person, or any capital expenditures in excess of [***]; (n) termination, waiver, settlement or compromise of any material adverse right of value or initiation or settlement of any material Proceeding; (o) request for, negotiation, or receipt of any Tax ruling on behalf of any Acquired Company, or entry into any closing agreement, agreement to an extension of the statute of limitations with respect to the assessment or collection of Taxes, amendment to any Tax Return, filing of any Tax Return in a manner that is inconsistent with past custom and practice, making, changing or rescinding of any election relating to Taxes, surrendering of any claim for a refund of Taxes, settlement or compromise of any Tax liability, making of any change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the Business preparation of its most recent Tax Return; (p) entering into any Tax sharing, Tax allocation, Tax indemnity or similar agreement (other than in the financial condition Ordinary Course with respect to Contracts the principal subject of which is not Taxes) or results closing or advanced pricing agreement, assuming any liability for the Taxes of operations any other Person (whether by Contract or otherwise), changing its residence for any Tax purpose or establishing any branch, agency, permanent establishment or other taxable presence in any jurisdiction outside its jurisdiction of the Business. Since December 31incorporation, 2000, there has not been failing to accrue or pay when due any change by material Taxes; or (q) authorization of or entry into any agreement or commitment with respect to any of the Company foregoing, or any of its Subsidiaries action or omission that would result in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as any of the date of the December 31, 2000 audited financial statementsforegoing.

Absence of Certain Changes and Events. (a) Except as for incurring the expenses, making the payments, or the other transactions contemplated in or expressly permitted by this Agreement Agreement, since December 31, 2005, and except as set forth on Schedule 3.1(fSection 4.17(a) or disclosed of the Disclosure Letter, (as to Seller’s representation and warranty only, to Seller’s Knowledge) (i) each of the Acquired Companies has conducted its business in the Ordinary Course of Business and has not incurred any filing with material Liability, except in the Securities Exchange and Commission prior to the date hereof, since March 31, 2001, Ordinary Course of Business; (ii) there has not been (i) any material damagechange in the business, destruction financial condition, Liabilities, assets, technology, Intellectual Property rights, employee relations, customer relations, supplier relations, manufacturer relations or loss distributor relations, or results of any kind with respect to any operations of the Assigned AssetsAcquired Companies that has had, nor has there been any event or circumstance which has had or would reasonably could be expected to have have, a material adverse effect Material Adverse Effect on the financial condition or business operations of any such Assignor; party, (iiiii) there has not been any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any shares or membership interests of any of the Assignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practicesAcquired Companies; (iv) any sale, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change split, combination or reclassification of any common stock of any of the Acquired Companies or any issuance or commitment to issue or the authorization of any issuance of any capital stock or other equity interests of any of the Acquired Companies or other securities convertible into, in exchange or in substitution for any shares of capital stock or other equity interests of any of the Acquired Companies; (v) there has not been (A) any granting by any of the Acquired Companies to any employee of any of the Acquired Companies of any increase in compensation, other than in the Business or the financial condition or results Ordinary Course of operations Business, (B) any granting by any of the Acquired Companies to any such employee of any increase in severance or termination pay, (C) any entry by any of the Acquired Companies into any employment, severance or termination agreement, policy or arrangement with any employee other than in the Ordinary Course of Business. Since December 31, 2000or (D) any transaction with Seller, or a director or employee of any of the Acquired Companies, other than in the Ordinary Course of Business; and (vi) there has not been any change in accounting methods, principles or practices by any of the Company Acquired Companies affecting its assets, Liabilities or any of its Subsidiaries in their financial or tax accounting principles or methodsbusiness, except insofar as may have been required by a change in GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to Since the date hereofof the Audited Company Balance Sheet, the Company has conducted its business in the ordinary course consistent with past practice and, since March 31, 2001such date, there has not been (i) occurred: any material event, damage, destruction or loss of any kind with respect to any of the Assigned Assetsloss, nor has there been any event whether covered by insurance or circumstance not, which has had or reasonably could be is expected to have a material adverse effect Material Adverse Effect on the financial condition Company or its assets; any entry by the Company into a commitment or transaction material to the Company, which is not in the ordinary course of business operations of such Assignorconsistent with past practice; (ii) any change by the Company in accounting principles, methods or practices, except insofar as may have been required by a change in GAAP; any declaration, payment or setting aside or for payment of any dividend dividends or distributions in respect to shares of Company Common Stock, or any redemption, purchase or other distribution (whether in cash, stock or property) with respect to acquisition of any shares of the Assignors' outstanding capital stockCompany Common Stock; (iii) any cancellation or compromise of any debt or claim, debts or waiver or release of any rightright or claim of the Company individually or in the aggregate material to the Company, whether or not in the ordinary course of business; any revaluations by the Company of any of its assets or liabilities, including without limitation, writing-off notes or accounts receivable; any material increase in the rate or terms of compensation payable or to become payable by the Company to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Company personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Audited Company Balance Sheet; any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company, other than in connection with the transactions contemplated hereby; any purchase, acquisition or sale by the Company of any assets, other than in the ordinary course of business; any amendment, cancellation or termination of any Material Contract, including, without limitation, license or sublicense, or other instrument to which the Company is a party or to which the Company or any of the assets of the Company is bound; any failure to pay when due any material obligation of the Company; any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of its personnel, and to preserve for the Company the goodwill of its customers and others having business relations with the Company except for such failures that would not have a Material Adverse Effect on the Company; any commitment to borrow money entered into by the Company, or any loans made or agreed to be made by the Company, involving more than $100,000 individually or $500,000 in the aggregate (other than credit provided by suppliers or manufacturers in the ordinary course of the Company's business consistent with past practices); any liabilities incurred by the Company involv­ing $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices; (iv) any salepayment, assignment, lease discharge or disposition of assets satisfaction of any material liabilities of the Assignors (Company or a commitment to do any material capital expenditure of the foregoing)Company, except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (viii) the execution of any agreement with any directorpayment, officer, employee discharge or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except satisfaction in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders prior prac­tice of liabilities reflected or reserved against in respect of its Capital Stock the Audited Financial Statements or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than incurred in the ordinary course, course of business consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of prior practice since the date of the December 31Audited Company Balance Sheet, 2000 audited financial statementsand (ii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate; any amendment of the Company's Articles of Incorporation or Company Bylaws; or any agreement by the Company to do any of the things described in the preceding clauses (a) through (p) of this Section 4.12, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on ------------------------------------- in Schedule 3.1(f3.20 and except for the Company Reorganization and any changes ------------- required in order for the Company to obtain and preserve its status as a REIT, since the date of the Most Recent Balance Sheet, the Company and its Subsidiaries have conducted their businesses in the ordinary course of business consistent with past practice, and there is not and has not been: (a) or disclosed in any filing with the Securities Exchange and Commission prior Material Adverse Change to the date hereofCompany or its Subsidiaries taken as a whole, since March 31(b) any distribution or dividend made by the Company or its Subsidiaries, 2001except for distributions or dividends required to be made by the Company to obtain and preserve its status as a REIT, there has not been (ic) any material damagerepurchase of equity securities by the Company or any of its Subsidiaries, destruction (d) any payment or loss increase by the Company or its Subsidiaries of any kind with respect salaries or other compensation to any of the Assigned Assetsshareholder, nor has there been any event director, officer or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Assignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practices; (ivpractice) employee or entry into any saleemployment, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expendituresseverance, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement similar contract with any director, officer, officer or employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except than in the ordinary course of business consistent with past practices; , (viiie) any distributions adoption of, increase in the payments to its stockholders in respect of its Capital Stock or loans to benefits under, any Person; profit sharing, deferred compensation, savings, insurance, pension, retirement or (ix) any transaction other employee benefit plan for or with any Affiliate required to be disclosed under Item 404 employees of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business Company or its Subsidiaries other than in the ordinary course, course of business consistent with such Assignorpast practices, (f) any condition, event or occurrence which could reasonably be expected to prevent or materially delay the Company's past practice. Since March 31, 2001, there has not been consummating the transactions contemplated by this Agreement or (g) any material adverse change in the Business accounting methods, principles or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any practice of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statementsSubsidiaries.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange SCHEDULE 6.26 hereto and Commission prior to the date hereofas otherwise contemplated by this Agreement, since March 31January 1, 20011997, there has not been Albex and SABI have conducted their business only in the ordinary course, and have not: (i) suffered any material damage, destruction destruction, or loss of any kind with respect to any of adversely affecting the Assigned Assets, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition properties or business operations of such AssignorAlbex or SABI; (ii) made any declaration, setting aside or payment of any dividend or other distribution of assets (whether in cash, stock or property) with respect to the capital stock of Albex or SABI or any direct or indirectredemption, purchase or other acquisition of the Assignors' outstanding capital such stock; (iii) suffered any cancellation adverse change in the working capital, assets, financial condition, business or compromise operations, liabilities, reserves or prospects of any debt Albex or claimSABI; (iv) increased the compensation payable or to become payable to employees of Albex or SABI having annual earnings in excess of $100,000 per year, or waiver increased any bonus, insurance, pension or release other employee benefit plan, payment or arrangement for such employees; (v) granted options or warrants, subscriptions, calls, stock appreciation rights or other rights or commitments calling for the issuance of capital stock of Albex or SABI or obligations convertible into capital stock or other corporate securities of Albex or SABI or issued or sold any rightcapital stock, except bonds, notes or other corporate securities of Albex or SABI; (vi) incurred any liability or obligation (absolute, accrued, contingent or otherwise) not incurred in the ordinary course of business and consistent with past practices; (iv) any sale, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate)practice; (vii) the execution of any agreement with any directorpaid, officer, employee or independent contractor of any of the Assignors providing for his/her employmentdischarged, or satisfied any increase in compensation claim, liability or severance or termination of benefits payable or to become payable by an Assignor to such directorobligation, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except than payment in the ordinary course of business and consistent with past practicespractice, of liabilities reflected or reserved against in the Balance Sheets; (viii) permitted any distributions of their assets to its stockholders in respect of its Capital Stock or loans be subject to any Personmortgage, lien, security interest, restriction or charge of any kind; or (ix) cancelled any transaction with debts or waived any Affiliate required to be disclosed under Item 404 claims or rights; (x) sold, transferred or otherwise disposed of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.any

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to Since June 30, 2001 through the date hereof, since March 31, 2001, hereof there has not been been, with respect to NGTH, (i) any Material Adverse Effect; (ii) any material strike, picketing, work slowdown or labor disturbance; (iii) any material damage, destruction or loss of any kind (whether or not covered by insurance) with respect to any of the Assigned Assets, nor has there been any event material assets or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignorproperties; (iiiv) any declaration, setting aside redemption or other acquisition of Common Stock of NGTH or any declaration or payment of any dividend or other distribution (whether in cash, stock or property) property with respect thereto; (v) any entry into any material commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business or as contemplated by this Agreement; (vi) any transfer of, or rights granted under, any material leases, licenses, agreements, patents, trademarks, trade names, or copyrights other than those transferred or granted in the ordinary course of business and consistent with past practice; (vii) any Lien on any material assets or properties except in the ordinary course of business; any payment of any Liabilities other than Liabilities currently due; any cancellation of any debts or claims or forgiveness of amounts owed to NGTH; or (viii) any change in accounting principles or methods (except insofar as may have been required by a change in U.S. GAAP). Since June 30, 2001, through the date hereof NGTH has conducted its business only in the ordinary course and in a manner consistent with past practice and has not made any material change in the conduct of its business or operations. Without limiting the generality of the Assignors' outstanding capital stock; foregoing, since June 30, 2001, through the date hereof NGTH has not made any payments (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business and in amounts and in a manner consistent with past practices; (ivpractice) under any saleEmployee Benefit Plan or to any employee, assignmentindependent contractor or consultant, lease entered into any new Employee Benefit Plan or disposition any new consulting agreement, granted or established any awards under any such Employee Benefit Plan or agreement, in any such case providing for payments of assets of any of the Assignors (more than $1,000 or a commitment to do adopted or otherwise amended any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereof, since March Since December 31, 20011998, there has not been (i) any material damagebeen, destruction or loss of any kind with respect to any of the Assigned AssetsCompanies, nor has there been (i) any event damage, destruction or circumstance which has had loss (whether or reasonably could be expected not covered by insurance) with respect to have a material adverse effect on the financial condition any assets or business operations of such Assignorproperties; (ii) any declarationentry into any commitment or transaction (including, setting aside without limitation, any borrowing or payment capital expenditure) other than commitments and/or transactions (A) described in SCHEDULE 3.8, (B) entered into in the ordinary course of any dividend business in an amount not to exceed $10,000 in the aggregate or other distribution (whether in cash, stock or propertyC) with respect to any of the Assignors' outstanding capital stockas contemplated by this Agreement; (iii) any cancellation transfer, assignment or compromise sale of, or rights granted under, any material leases, licenses, agreements, patents, trademarks, trade names, copyrights or other assets other than those transferred, assigned, sold or granted in the ordinary course of business and consistent with past practice; (iv) any mortgage, pledge, security interest or imposition of any debt other encumbrance on any assets or claim, or waiver or release of any right, properties except in the ordinary course of business consistent with past practicesbusiness; (iv) any sale, assignment, lease or disposition of assets payment of any Liabilities of any kind other than Liabilities currently due; any cancellation of any debts or claims or forgiveness of amounts owed to either of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utilityCompanies; (v) any Lien created change in accounting principles or assumed upon the Assigned Assets methods (other than Permitted Liensexcept insofar as may have been required by a change in U.S. GAAP); (vi) any capital expenditureschange in any Connecticut state or local law, rule or commitments regulation applicable to make such capital expenditures, in excess or binding upon the business of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any either of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practicesCompanies; (viii) any distributions dividend or distribution to its stockholders the Shareholders other than as disclosed in respect of its Capital Stock or loans to any PersonSCHEDULE 3.8; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than increase in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been compensation payable to any material adverse change in the Business Shareholder or the financial condition or results of operations any executive employee of the BusinessCompanies . Since December 31, 20001998, there each of DeVivo and Eco has conducted xxx xusiness only in the ordinary course and in a manner consistent with past practice and has not been made any material change by any of in the Company or any conduct of its Subsidiaries business or operations except, other than as disclosed in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statementsSCHEDULE 3.8.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with Part 3.15 of the Securities Exchange and Commission prior to the date hereof, Disclosure Letter since March 31, 20011999, the Company has conducted its businesses only in the Ordinary Course of Business and there has not been occurred: (ia) the entering into of any Contract, commitment or transaction or the incurrence of any material liabilities outside of the Ordinary Course of Business; (b) the entering into of any Contract in connection with any transaction involving a business combination; (c) the alteration, or entering into of any Contract or other commitment to alter, its interest in any corporation, association, joint venture, partnership or business entity in which the Company or any of its Subsidiaries directly or indirectly holds any interest on the date hereof; (d) the entering into of any strategic alliance, joint development or joint marketing Contract other than joint marketing efforts in the Ordinary Course of Business; (e) any material damageamendment or other modification (or agreement to do so), destruction except for routine amendments or loss modifications made in the Ordinary Course of Business, or material violation of the terms of, any of the Contracts set forth or described in the Disclosure Letter; (f) the entering into of any kind transaction with any officer, director, shareholder, or Affiliate of the Company, other than pursuant to any Contract in effect on March 31, 1999 and disclosed to Parent pursuant to Part 3.16 of the Disclosure Letter or other than pursuant to any contract of employment and listed pursuant to Part 3.12 of the Disclosure Letter; (g) the entering into or amendment of any Contract pursuant to which any other Person is granted manufacturing, marketing, distribution, licensing or similar rights of any type or scope with respect to any products of the Assigned Assets, nor has there been any event Company or circumstance which has had Company Intellectual Property other than as contemplated by the Contracts or reasonably could be expected to have a material adverse effect on Licenses of the financial condition or business operations of such AssignorCompany and its Subsidiaries disclosed in the Disclosure Letter; (iih) any the declaration, setting aside or payment of any dividend dividends on or making of any other distribution distributions (whether in cash, stock or property) in respect of any Company Common Shares or Equity Equivalents, or any split, combination or reclassification of any Company Common Shares or Equity Equivalents or issuance or authorization of the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Shares or Equity Equivalents, or the repurchase, redemption or other acquisition, directly or indirectly, of any Company Common Shares or Equity Equivalents by the Company except for repurchases of Company Shares upon termination of employment; (i) except for (i) the issuance of Company Shares upon exercise or conversion of then-outstanding Company Options or (ii) the issuance of options available for grant under the Company's Option Plans in the Ordinary Course of Business to eligible participants under the Company Option Plans consistent with past practice, the issuance, grant, delivery, sale or authorization of or proposal to issue, grant, deliver or sell, or purchase or proposal to purchase, any Company Shares, Equity Equivalents or modification or amendment of the rights of any holder of any outstanding Company Shares or Equity Equivalents (including to reduce or alter the consideration to be paid to the Company upon the exercise of any outstanding Company Options or other Equity Equivalents), nor have there been any agreements, arrangements, plans or understandings with respect to any such modification or amendment; (j) any amendments to the Organizational Documents of the Assignors' outstanding capital stockCompany of any of its Subsidiaries; (iiik) any cancellation transfer (by way of a license or compromise otherwise) to any Person of rights to any Company Intellectual Property other than non-exclusive transfers to the Company's customers, distributors or other licensees in the Ordinary Course of Business; any disposition or sale of, waiver of rights to, license or lease of, or incurrence of any material lien on, any material assets and properties (other than Company Intellectual Property) of the Company and its Subsidiaries, other than dispositions of inventory, or licenses of products to Persons in the Ordinary Course of Business of the Company; (l) the write-off or write-down or making of any determination to write off or write-down, or revalue, any of the assets and properties of the Company, or change in any reserves or liabilities associated therewith, individually or in the aggregate in an amount exceeding $25,000; (m) the failure to pay or otherwise satisfy material liabilities of the Company or its Subsidiaries when due, except such as are being contested in good faith; (n) the incurrence of any indebtedness or guarantee of any such indebtedness in an aggregate amount exceeding $25,000 or issuance or sale of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practices; (iv) any sale, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any securities of the Company or any of its Subsidiaries in their financial or tax accounting principles guarantee of any debt securities of others; (o) the grant of any severance or methodstermination pay to any director, officer employee or consultant, except insofar payments made as required by GAAPLaw or pursuant to written Contracts outstanding on the date hereof, applicable law the terms of which are disclosed in the Disclosure Schedule; (p) an increase in salary, rate of commissions, rate of consulting fees or circumstances which did not exist as any other compensation of any current officer, director, shareholder, employee, independent contractor or consultant of the date Company or any of its Subsidiaries; (q) the establishment or modification of (i) targets, goals, pools or similar provisions under any plan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement or (ii) salary ranges, increased guidelines or similar provisions in respect of any plan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement; (r) the adoption, entering into, amendment, modification or termination (partial or complete) of any Company Employee Plan; (s) the payment of any discretionary or stay bonus; (t) the making or changing of any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, the entering into of any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement, settlement or compromise of any claim or assessment in respect of Taxes, or consent to any extension or waiver of the December 31limitation period applicable to any claim or assessment in respect of Taxes with any Taxing Authority or otherwise; (u) the making of any change in the accounting policies, 2000 audited financial statements.principles, methods, practices or procedures of the Company (including without limitation for bad debts, contingent liabilities or otherwise, respecting capitalization or expense of research and development expenditures, depreciation or amortization rates or timing of recognition of income and expense); (v) any failure to pay or otherwise satisfy any obligations to procure, maintain, renew, extend or enforce any material Company Intellectual Property, including, but not limited to, submission of required documents or fees during the prosecution of patent, trademark or other applications for registered Intellectual Property rights; and (w) any entering into any agreement to do any of the foregoing. 3.16

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or specifically disclosed in any filing with the Securities Company’s filings under the Exchange and Commission Act filed prior to March 29, 2007 and Section 4.15 of the date hereofDisclosure Letter, since March 31, 2001the Balance Sheet Date, there has not been (i) any material damage(A) except as permitted by this Agreement, destruction or loss of any kind with respect to any of the Assigned Assets, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Assignors' outstanding Company’s capital stock; , (iiiB) any cancellation or compromise amendment of any debt term of any outstanding equity security of the Acquired Companies or, to the knowledge of the Acquired Companies, of the Minority JV Entities, (C) any repurchase, redemption or claimother acquisition by the Acquired Companies or, to the knowledge of the Acquired Companies, by the Minority JV Entities of any outstanding shares of capital stock or other equity securities of, or waiver other ownership interest in the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities, (D) any change in any method of accounting or release accounting practice or any tax method, practice or election by the Acquired Companies or, to the knowledge of the Acquired Companies, by the Minority JV Entities, or (E) any agreement to take any action described in clauses (A) through (D) above, or (ii) any split, combination or reclassification of any rightof Company’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, except in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its capital stock or any issuance of any ownership interest in, any Acquired Company. Except as expressly and specifically disclosed in the Company SEC Reports filed prior to March 29, 2007, or as disclosed in Section 4.15 of the Disclosure Letter, from January 1, 2007, (i) each of the Acquired Companies and, to the knowledge of the Acquired Companies, each of the Minority JV Entities has conducted its businesses in the ordinary course of business consistent with past practices; practice, (ivii) any salethere has not been, assignment, lease individually or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); , any Material Adverse Effect on the Acquired Companies, nor has there been any event, occurrence or development that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies and (viiiii) except as expressly and specifically disclosed in the execution of any agreement with any directorCompany SEC Reports filed prior to March 29, officer2007, employee or independent contractor of any except as disclosed in Section 4.15 of the Assignors providing for his/her employmentDisclosure Letter, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such directorsince the Balance Sheet Date, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any none of the AssignorsAcquired Companies has taken any action which, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of if taken after the date of the December 31this Agreement, 2000 audited financial statementswould be prohibited by Section 6.2(b).

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereofSince December 15, since March 31, 20011996, there has not been been, with respect to Purple Demon, (i) any material damage, destruction or loss of any kind (whether or not covered by insurance) with respect to any of the Assigned Assets, nor has there been any event assets or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignorproperties; (ii) any declaration, setting aside redemption or other acquisition by it of Common Stock or any declaration or payment of any dividend or other distribution (whether in cash, stock or property) property with respect to any of the Assignors' outstanding capital stockthereto; (iii) except in connection with or as contemplated by this Agreement, any entry into any material commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business; (iv) any transfer of, or rights granted under, any material leases, licenses, agreements, patents, trademarks, trade names, or copyrights other than those transferred or granted in the ordinary course of business and consistent with past practice; (v) any mortgage, pledge, security interest or imposition of any other encumbrance on any assets or properties except in the ordinary course of business; any payment of any debts, liabilities or obligations ("Liabilities") of any kind other than Liabilities currently due; any cancellation or compromise of any debt debts or claimclaims or forgiveness of amounts owed to Purple Demon; or (vii) any change in accounting principles or methods (except insofar as may have been required by a change in the Statements and Standards for accounting and review services being issued by the American Institute of Certified Public Accountants). Since September 30, 1996, Purple Demon has conducted its business only in the ordinary course and in a manner consistent with past practice and has not made any material change in the conduct of its business or waiver or release operations. Without limiting the generality of the foregoing, since September 30, 1996, Purple Demon has not made any right, payments (except in the ordinary course of business and in amounts and in a manner consistent with past practices; practice) under any Purple Demon Employee Plan (ivas hereinafter defined) or to any saleemployee, assignmentindependent contractor or consultant, lease entered into any new Purple Demon Employee Plan or disposition of assets of any of the Assignors (new consulting agreement, granted or a commitment to do established any awards under any such Purple Demon Employee Plan or agreement, in any such case providing for any payments or adopted or otherwise amended any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this ------------------------------------- Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereof4.16, since March October 31, 20011999, LCG and the ------------- LCG Subsidiaries have conducted the businesses of the Radio Stations and the Newspapers only in the ordinary course of business and there has not been any: (i) any material damage, destruction change in the authorized or loss issued capital stock of any kind with respect to LCG or any of the Assigned AssetsLCG Subsidiaries (other than issuances pursuant to the exercise of Options), nor has there been grant of any event stock option or circumstance which has had right to purchase shares of capital stock of LCG or reasonably could be expected to have a material adverse effect on any of the financial condition LCG Subsidiaries, issuance of any security convertible into such capital stock, grant of any registration rights, purchase, redemption, retirement or business operations other acquisition by LCG or any of the LCG Subsidiaries of any shares of any such Assignor; (ii) any declaration, setting aside capital stock or declaration or payment of any dividend or other distribution (whether or payment in cash, stock or property) with respect to any of the Assignors' outstanding shares of capital stock; (iiiii) payment or increase by LCG or any cancellation or compromise of the LCG Subsidiaries of any debt bonuses, salaries or claim, or waiver or release of other compensation to any right, employee (except in the ordinary course of business consistent business) or entry into any employment, severance or similar Contract with past practicesany employee; (iii) adoption of, or increase in the payments to or benefits under, any Employee Benefit Plan for or with any employees except in the ordinary course of business; (iv) any sale, assignment, lease damage to or disposition of assets destruction or loss of any of the Assignors assets of LCG or the LCG Subsidiaries, whether or not covered by insurance, which would have an LCG Material Adverse Effect; (v) entry into, termination of or a commitment written receipt of notice of termination of any material Contract, other than the expiration of Contracts pursuant to their terms; (vi) except as set forth on Schedule 4.16, ------------- sale (other than sales of inventory in the ordinary course of business), lease or other disposition of any material assets or material properties or mortgage, pledge or imposition of any Encumbrance on any material asset or material property; (vii) material change in the accounting methods used by LCG or the LCG Subsidiaries, except as required by changes in GAAP; or (viii) any agreement, whether oral or written, to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereof, since March Since December 31, 20012002, there has not been been, with respect to Millennium, except as disclosed in Schedule 3.9 (i) any change in its business, operations, financial condition, assets, liabilities, or regulatory status having a Millennium Material Adverse Effect; (ii) any strike, picketing, work slowdown or labor disturbance; (iii) any material damage, destruction or loss of any kind (whether or not covered by insurance) with respect to any of the Assigned Assets, nor has there been any event assets or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignorproperties; (iiiv) any declaration, setting aside redemption or other acquisition by it of capital stock or any declaration or payment of any dividend or other distribution (whether in cash, stock or property) property with respect to any of the Assignors' outstanding capital stockthereto; (iiiv) any entry into any material commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business or as contemplated by this Agreement; (vi) any transfer, assignment or sale of, or rights granted under, any material leases, licenses, agreements, patents, trademarks, trade names, copyrights or other assets other than those transferred, assigned, sold or granted in the ordinary course of business and consistent with past practice; (vii) any mortgage, pledge, security interest or imposition of any other encumbrance on any assets or properties except in the ordinary course of business; (viii) any payment of any debts, liabilities or obligations ("Liabilities") of any kind other than Liabilities currently due; (ix) any cancellation or compromise of any debt debts or claim, claims or waiver or release forgiveness of amounts owed to Millennium; (x) any incurrence of any rightliabilities of any nature, whether accrued, contingent or otherwise, which would have, individually or in the aggregate, a Millennium Material Adverse Effect; or (xi) any change in accounting principles or methods (except insofar as may have been required by a change in Canadian GAAP). Since December 31, 2002, Millennium has conducted its business only in the ordinary course and in a manner consistent with past practice and has not made any material change in the conduct of its business or operations. Without limiting the generality of the foregoing, since December 31, 2002, Millennium has not made any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practices; practice) under any Employee Plan (ivas hereinafter defined) or to any saleemployee, assignmentindependent contractor or consultant, lease entered into any new Employee Plan or disposition any new consulting agreement, granted or established any awards under any such Employee Plan or agreement, in any such case providing for payments of assets of any of the Assignors more than $10,000 ($Cnd) or a commitment to do adopted or otherwise amended any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the Business. Since December 31, 2000, there has not been any change by any of the Company or any of its Subsidiaries in their financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or circumstances which did not exist as of the date of the December 31, 2000 audited financial statements.