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

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through 1996 and up to and including the date hereof, except as disclosed in Section 2.9 of the Company Disclosure LetterLetter or the Company SEC Reports, there (A) the Company has not been declared or paid any damage, destruction dividend or other casualty loss in excess of $1.0 million individually made any distribution on or in the aggregate with respect to any asset or property ownedits capital stock; redeemed, leased purchased or otherwise used by acquired any of its capital stock; granted any options, warrants or other rights to purchase shares of, or any other securities which may be convertible into or exchangeable for, its capital stock; or issued any shares of its capital stock; (B) there has been no increase in the compensation or benefits (including but not limited to any bonus, severance or option plan, program, arrangements or understanding) payable or to become payable to any officer or director of the Company or any of its Subsidiaries, whether the 25 most highly compensated (based on cash compensation paid in or not covered by insurance. Subsequent with respect to December 31, 2006, through the date hereof: (aservices rendered in calendar 1996) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by employees of the Company of 274,776 of and its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution Subsidiaries (whether in cash, stock or property) in respect of, any including officers and directors of the Company’s or any of its Subsidiaries’ share capital, or any purchaseas applicable) (collectively, redemption or other acquisition by the Company of any including officers and directors of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (, "Highly Compensated Persons"), other than Company Share Options increases in the ordinary course of business and consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (cC) there has not been any splitno pledge, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methodsdisposition, principles or practicesencumbrance, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letterhypothecation, there has not been any sale, license sale or other transfer of any material portion of the properties or assets of the Company or and its Subsidiaries other than taken as a whole (whether tangible or intangible), except in the ordinary course of business and consistent with past practice; and (fD) to the Company’s Knowledge, there has been no key employee of the Company or its Subsidiaries as of the date hereof has communicated to agreement binding upon the Company or any of its Subsidiaries (orallyto do any of the foregoing. Since December 31, 1996 and up to and including the date of this Agreement, other than as disclosed in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure LetterLetter or the Company SEC Reports or as contemplated by this Agreement, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in the Company and each case, other than of its Subsidiaries have conducted their respective businesses in the ordinary course and there has been no change in the condition (financial or otherwise), business, properties, assets or liabilities of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company and its Subsidiaries taken as a whole, except such failures to so conduct their businesses and such changes, which, when considered as a whole, have not had a material adverse effect on its own behalfthe business, whether results of operations or not in connection with the Merger, or to the Knowledge financial condition of the Company, on behalf of any of Company and its shareholders in connection with the Merger, except Subsidiaries taken as explicitly contemplated in this Agreementa whole.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between From December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 1997 through the date hereof, except as disclosed in Section 2.9 of any SEC Report or reflected in the Company Disclosure LetterInterim Balance Sheet, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (ai) there has not been any a Material Adverse Effect on the Company; Effect, (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any material change by the Company in its accounting methods, principles or practices, except as may have been required by changes a change in GAAP; generally accepted accounting principles, (eiii) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to entry by the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution Subsidiary into any contract material to the Company and the Subsidiaries, taken as a whole, except for contracts relating to the establishment of new locations by the Company, copies of which have been made available to the Purchaser, or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than contracts otherwise entered into in the ordinary course of business consistent with past practice, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any Tax ruling redemption, purchase or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf other acquisition of any of its shareholders securities, (v) any increase in connection with or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, or any other increase in the Mergercompensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except in the ordinary course of business consistent with past practice, (vi) any adjustment, split, combination or reclassification any of its capital stock or issuance or authorization for the issuance of any other securities as explicitly a dividend on, in lieu of or in substitution for shares of its capital stock; (vii) any event, any condition, event or occurrence which, individually or in the aggregate, would have a Material Adverse Effect, (viii) any condition, event or occurrence in respect of the Company which could reasonably be expected to prevent the Company from consummating the transactions contemplated in by this Agreement; (ix) any event which, if it had taken place following the execution of this Agreement, would not otherwise have been permitted by Section 5.1 without the prior consent of Parent.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection MSB’s Reports filed with this Agreement, between December 31, 2006 and the SEC prior to the date of this Agreement, and except for actions and omissions of MSB taken with the Company prior written consent of MCBF in contemplation of the transactions contemplated hereby and for direct effects of compliance with this Agreement on the operating performance of MSB, including expenses incurred by MSB in consummating the transactions contemplated by this Agreement, since March 31, 2003, (i) MSB and its Subsidiaries have conducted their business respective businesses only in the ordinary and usual course of business such businesses consistent with their past practice. Since December 31practices, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (aii) there has not been any event or occurrence that has had, or is reasonably expected to have, a Material Adverse Effect on MSB or on the Company; ability of MSB to complete the transactions contemplated by this Agreement, (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (ciii) there has not been any splitno increase in the salary, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methodscompensation, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license pension or other transfer of any material assets of the Company benefits payable or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company become payable by MSB or any of its Subsidiaries (orallyto any of their respective directors, in writing officers or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each caseemployees, other than in conformity with the policies and practices of such entity in the usual and ordinary course of business consistent with past practiceits business, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of (iv) neither MSB nor any of its shareholders Subsidiaries has paid or made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any of their directors, officers or employees and (v) there has been no change in connection with the Mergerany accounting principles, except practices or methods of MSB or any of its Subsidiaries other than as explicitly contemplated in this Agreementrequired by GAAP.

Absence of Certain Changes or Events. Except for liabilities incurred as expressly contemplated by this Agreement or the transactions contemplated hereby and except as disclosed in connection with this Agreementthe Company SEC Documents filed prior to the date hereof, between since December 31, 2006 and the date of this Agreement1999, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31course, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, and there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (ai) there has not been any Material Adverse Effect on the Company or, to the knowledge of the Company; , any development or combination of developments reasonably likely to have a Material Adverse Effect on the Company, (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, other than regular quarterly cash dividends of $0.12 per share on the Company's Common Stock, (iii) any split, dividend, combination, recapitalization or similar transaction with respect to any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, any in lieu of or in substitution for shares of the Company’s 's capital stock, except for issuances of Company Common Stock upon the exercise of Company Options awarded prior to the date hereof in accordance with their terms, (iv) prior to the date hereof (A) any granting by the Company or any of its Subsidiaries’ share capitalSubsidiaries to any current or former director, or any purchase, redemption executive officer or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business and in accordance with past practice or as was required under any employment agreements in effect as of the date hereof has communicated to December 31, 1999, (B) any granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except in the ordinary course of business and consistent with past practice, or (orally, in writing or otherwiseC) an intent to terminate or otherwise significantly decrease his or her contribution to any entry by the Company or any of its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure LetterSubsidiaries into, there has not been any material Tax election made or any material Tax claimamendments of, audit or assessment settled, in each caseany Compensation and Benefit Plan, other than in the ordinary course of business and consistent with past practice, (v) except as required by a change in GAAP, any change in accounting methods, principles or any Tax ruling or arrangement applied for or received practices by the Company on materially affecting its own behalfassets, whether liabilities or not in connection with the Merger, business or (vi) any tax election that would be Material to the Knowledge Company or any of its tax attributes or any settlement or compromise of any Material income tax liability (other than any such liability that was the subject of a dispute disclosed on Section 5.03(r) of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement's Disclosure Schedule).

Absence of Certain Changes or Events. Except for liabilities incurred as and to the extent set forth in connection with this Agreementthe SEC Filings or in Schedule 5.2(f) hereto, between December 31since September 30, 2006 and 1998, (i) there has not been any Material Adverse Effect, (ii) the date businesses of this Agreement, the Company and each of its Subsidiaries subsidiaries have been conducted their business only in the ordinary course of business and in a manner consistent with past practice. Since December 31practices, 2006 through the date hereof, except as disclosed in Section 2.9 of (iii) neither the Company Disclosure Letternor any of its subsidiaries has incurred any material liabilities (direct, contingent or otherwise) or engaged in any material transaction or entered into any agreement, in each case, outside the ordinary course of business, (iv) there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually (whether or in the aggregate not covered by insurance) with respect to any asset or property owned, leased or otherwise used by assets of the Company or any of its Subsidiariessubsidiaries which would reasonably be expected to, whether individually or not covered by insurance. Subsequent to December 31in the aggregate, 2006have a Material Adverse Effect, through the date hereof: (av) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase revaluation by the Company of 274,776 any of its Ordinary Sharesmaterial assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business, (vi) there has not been any no change by the Company in accounting principles, practices or methods, (vii) there has been no declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s shares or any of its Subsidiaries’ share capitaldirect or indirect redemption, or any purchase, redemption purchase or other acquisition by the Company of any of the Company’s share its shares of capital or any other securities of the Company or its Subsidiaries or any options stock; (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares viii) except for salary increases or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election benefit arrangements made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or heretofore described in writing to Parent, there has not been any Tax ruling increase in the compensation payable or arrangement applied for or received to become payable by the Company on or its own behalf, whether or not in connection with the Mergersubsidiaries to any of their respective officers, or any significant increase in the compensation payable to the Knowledge other employees or agents of the Company, on behalf of Company or any of its shareholders in connection subsidiaries or any adoption of any bonus, pension, retirement, profit sharing, or stock option plan, arrangement or agreement made to or with the Merger, except as explicitly contemplated in this Agreementany of such officers of employees; and (ix) there has not been any labor strike or threat thereof or labor trouble or other business event or condition which is likely to have a Material Adverse Effect.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection the Company SEC Documents filed with this Agreement, between December 31, 2006 and the SEC prior to the date of this AgreementAgreement or as set forth in the Company Letter, since September 30, 1998, (A) the Company and its Subsidiaries have conducted not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business or that would result in a Material Adverse Effect on the Company, (B) the Company and its Subsidiaries have not sustained any loss or interference with their business only or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company, (C) there has been no change in the capital stock of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options or the Company Stock Purchase Plan and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (D) there has not been (v) any adoption of a new Company Plan (as hereinafter defined), (w) any amendment to a Company Plan materially increasing benefits thereunder, (x) any granting by the Company or any of its Subsidiaries to any executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation, except in the ordinary course of business consistent with past practice. Since December 31, 2006 through prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents filed prior to the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been (y) any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used granting by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent Subsidiaries to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, such executive officer or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company any increase in severance or its Subsidiaries termination agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents filed prior to the date hereof has communicated to or (z) any entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement with any such executive officer or other key employee, (orally, in writing or otherwiseE) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than changes in the ordinary course amount or terms of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the indebtedness of the Company on and its own behalf, whether or not Subsidiaries from that described in connection with the Merger, or Company SEC Documents filed prior to the Knowledge of date hereof and (F) there has been no event causing a Material Adverse Effect on the Company, nor any development that would, individually or in the aggregate, result in a Material Adverse Effect on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementCompany.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through 2000, to the date hereof, except as disclosed in any Company SEC Report filed prior to the date hereof or as contemplated hereby or in Section 2.9 4.10 of the Company Disclosure LetterSchedule, there has not been any damagechange, destruction event or other casualty loss in excess of $1.0 million circumstance which has had or which would, individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse Effect and (i) each of the Company and its Subsidiaries has conducted its businesses only in the ordinary course or in a manner consistent with respect to past practice and (ii) there has not been (A) any asset or property owned, leased or otherwise used material change by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its material accounting methodspolicies, principles or practicespractices and procedures, except as required (B) any entry by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing into any commitment or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution transaction material to the Company or and its Subsidiaries; and (g) except Subsidiaries taken as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, a whole other than in the ordinary course of business consistent with past practice, (C) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any Tax ruling of its Subsidiaries (other than cash dividends payable by any wholly-owned Subsidiary to another Subsidiary or arrangement applied for or received by the Company on its own behalfCompany), whether or not (D) any increase in connection with the Mergercompensation payable, or to become payable, to any employee of the Knowledge Company or any of its Subsidiaries, except to any Person who is not a corporate officer of the Company, on behalf in the ordinary course of business consistent with past practice, or (E) any of its shareholders action, event, occurrence or transaction that would have been prohibited by Section 6.1 if this Agreement had been in connection with the Mergereffect since December 31, except as explicitly contemplated in this Agreement2000.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection the Company Letter or, with this Agreement, between December 31, 2006 and respect to changes after the date of this Agreement, as expressly permitted by clauses (i) through (xvii) of Section 5.1, since December 31, 1999, (a) there has been no change in the capital stock of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options or the Company Stock Purchase Plan or upon the exercise of the Hiway Warrants, and except for payments with respect to the Preferred Shares required to be made under the Deposit Agreement dated as of July 20, 1999 (the "Deposit Agreement") between the Company and Norwest Bank Minnesota, N.A. and dividends with respect to the Preferred Shares required to be paid under the terms thereof, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (b) there has not been (i) any adoption of a new Company Benefit Plan (as hereinafter defined), (ii) any amendment to a Company Benefit Plan materially increasing benefits thereunder, (iii) any granting by the Company or any of its Subsidiaries have conducted their business only to any executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation, severance or termination benefits, except in the ordinary course of business consistent with past practice. Since December 31prior practice or as was required under employment, 2006 through severance or termination agreements in effect as of the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or most recent audited financial statements included in the aggregate with respect Company SEC Documents filed prior to the date hereof or (iv) any asset or property owned, leased or otherwise used entry by the Company or any of its SubsidiariesSubsidiaries into any employment, whether severance or termination agreement with any such executive officer or other key employee, (c) there have not covered by insurance. Subsequent been any material changes in the amount or terms of the indebtedness of the Company and its Subsidiaries from that described in the Company SEC Documents filed prior to December 31, 2006, through the date hereof: hereof or in the Draft Form 10-Q and (ad) there has not been any no event causing a Material Adverse Effect on the Company; (b) other than , nor any development that would, individually or in the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Sharesaggregate, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether result in cash, stock or property) in respect of, any of a Material Adverse Effect on the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred as expressly contemplated by this Agreement or as set forth in connection with this AgreementSection 4.08 of the Disclosure Schedule, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31since July 10, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letterhas conducted its business in the ordinary course consistent with past practice and, since such date through the date hereof, (i) there has not been occurred any damageMaterial Adverse Effect or an event or development that would, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect aggregate, reasonably be expected to have a Material Adverse Effect or any asset event or property owneddevelopment that would, leased individually or otherwise used in the aggregate, reasonably be expected to prevent or materially delay the performance of this Agreement or any Ancillary Agreement by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through and (ii) the date hereof: (a) there Company has not been (A) issued, sold, pledged, disposed, granted or encumbered any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment shares of any dividend on, class of capital stock or other distribution (whether Equity Interests in cash, stock or property) in respect of, any of the Company’s , (B) sold, pledged, disposed, transferred, leased, licensed, guaranteed or encumbered any of its Subsidiaries’ share capital, material property or any purchase, redemption or other acquisition by the Company of any assets of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, (C) acquired (including by merger, consolidation, or acquisition of stock or assets or any Tax ruling other business combination) any corporation, partnership, other business organization or arrangement applied any division thereof, (D) incurred any indebtedness for borrowed money which, individually or received by together with all such other indebtedness, exceeds $200,000, (E) granted any security interest in any of its material assets except for such security interests as would constitute a Permitted Lien, (F) made or authorized any capital expenditure or purchase of fixed assets other than in the ordinary course of business, (G) increased the compensation or benefits payable to or to become payable to its directors, officers or employees, except for increases in accordance with past practices in salaries or wages of employees of the Company on its own behalfwhich are not across-the-board increases, whether or not granted any rights to severance or termination pay to, or entered into any employment or severance agreement with, any director, officer or other employee (other than severance for employees other than officers, in accordance with past practice, in connection with such employee’s termination of employment with the Merger, or to the Knowledge Company) of the Company, on behalf or taken any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Plan, (H) made, revoked or changed any election in respect of Taxes, adopted or changed any material accounting method in respect of Taxes or settled or compromised any material claim, notice, audit report, liability or assessment in respect of Taxes, (I) made any material change, other than changes required by GAAP or in the ordinary course of business, with respect to accounting policies or procedures of the Company, (J) pre-paid any long-term debt or paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except for such payments, discharges or satisfaction of claims as were in the ordinary course of business consistent with past practice or (K) written up, written down or written off the book value of any material assets, or a material amount of its shareholders any other assets, other than in connection with the Merger, ordinary course of business or except as explicitly contemplated in this Agreementrequired by GAAP.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this AgreementSince July 2, between December 312005, 2006 and the date of this Agreement(a) there has not occurred any Company Material Adverse Change, (b) there has not been any damage, destruction or loss, whether covered by insurance or not, having or that would reasonably be expected to have, a Company Material Adverse Effect, (c) the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31course, 2006 through the date hereof, except as disclosed in Section 2.9 of (d) the Company Disclosure Letter, there has not been changed its accounting principles or methods in any damagematerial respect except insofar as may be required by a change in GAAP, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (ae) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect ofto Company Common Stock, (f) the Company and its Subsidiaries have not (i) materially increased the compensation of any present or former director, officer or employee of the Company’s Company or any of its Subsidiaries’ share capital, Subsidiaries (except for increases in salary or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options wages in the ordinary course of business consistent with past practice), warrants, calls (ii) granted any severance or rights termination pay to acquire any such shares present or other securities; (c) there has not been any split, combination former director or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets officer of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each caseor, other than in the ordinary course of business consistent with past practicebusiness, or to any Tax ruling or arrangement applied for or received by other employee of the Company on or its own behalf, whether Subsidiaries or not (iii) established any new Company Benefit Plan and (g) except as disclosed in connection with the Merger, or to the Knowledge Section 5.6 of the CompanyDisclosure Schedules, on behalf of the Company and its Subsidiaries have not otherwise taken any of its shareholders the actions described in connection with the Merger, except as explicitly contemplated in Section 4.5 (a)-(u) of this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred (i) as disclosed in connection with this Agreement, between December 31, 2006 the SEC Documents filed and publicly available not later than two days prior to the date hereof (the "Filed SEC Documents"), (ii) as set forth in Section 3.06 of this Agreementthe Company Disclosure Schedule, or (iii) for the Merger, since the Balance Sheet Date, the Company and its Subsidiaries subsidiaries have conducted carried on and operated their business only respective businesses in all material respects in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, and there has not been any damageoccurred any: (a) event or change that has had or would reasonably be expected to have, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to aggregate, a Company Material Adverse Effect, (b) sale or other disposition of or pledge or other encumbrance upon a material amount of property or other assets or any asset or property owned, leased or otherwise used by Real Property Lease as defined in Section 3.13 herein of the Company or any of its Subsidiariessubsidiaries, whether or not covered by insurance. Subsequent to December 31except sales of inventory in the ordinary course of business consistent with past practice, 2006, through the date hereof: (ac) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any class of capital stock of the Company’s Company or any of its Subsidiaries’ share capitalsubsidiaries (other than dividends by a direct or indirect wholly owned subsidiary of the Company to its parent), or any purchaserepurchase, redemption or other acquisition by the Company or any of its subsidiaries of any capital stock of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options , (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (cd) there has not been any split, combination or reclassification of any capital stock of the Company’s , (e) change in financial or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its tax accounting methods, principles or practices, except as required practices by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than subsidiaries, except insofar as may have been required by a change in the ordinary course of business consistent with past practice; GAAP or applicable Law, (f) to material Tax election inconsistent with past practices or the Company’s Knowledgesettlement or compromise of any material Tax liability, no key employee (g) damage, destruction or loss of the Company or its Subsidiaries as any material asset of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing subsidiaries which materially affects the use or otherwise) an intent to terminate value thereof or otherwise significantly decrease his or her contribution to a material part of any improvement Leased by the Company or any of its Subsidiaries; subsidiaries pursuant to the Real Property Lease and which damage, destruction or loss is not covered by insurance, subject to reasonable deductible limits (git being agreed that the existence, level and coverage of insurance, if any, shall be taken into account but shall not be determinative for purposes of determining whether any damage, destruction or loss is material or would result in a Company Material Adverse Effect), (h) grant by the Company or any of its subsidiaries to any officer of any increase in compensation, except as was required under any employment agreements set forth in on Section 2.9 3.06(h) of the Company Disclosure LetterSchedule, there has not copies of which have been any material Tax election made available to OJSAC and Amazing Savings, or any material Tax claimgranting by the Company or any of its subsidiaries to any employee of any increase in compensation, audit or assessment settled, in each case, other than except for normal increases in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received (i) grant by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders subsidiaries to any officer of any increase in connection with the Merger(or acceleration of vesting or payment of) severance or termination pay, except as explicitly contemplated was required under any employment, severance or termination agreements set forth on Section 3.06(i) of the Company Disclosure Schedule, copies of which have been made available to OJSAC and Amazing Savings, or any grant by the Company or any of its subsidiaries to any employee other than an officer of any increase in this Agreement(or acceleration of vesting or payment of) severance or termination pay, except in the ordinary course of business consistent with past practice, (j) entry by the Company or any of its subsidiaries into any (or amendment of any existing) employment, severance or termination agreement with any officer, (k) establishment, adoption, amendment or modification of, or increase of benefits under, any plan that would constitute a Company Plan (as hereinafter defined) or (l) acceleration of vesting of any Option, except acceleration previously provided for in the Stock Plan.

Absence of Certain Changes or Events. Except for liabilities incurred in connection Since ------------------------------------ September 30, 1998, and with this Agreementrespect to clause (iii) below, between since December 31, 2006 and the date of this Agreement1998, the Company and its Subsidiaries Subsidiary have conducted their business the Business only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of business such Business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, practice and there has not been (i) any adverse change in the Business, except those changes that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect; (ii) any material damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or Subsidiary not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (biii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase any material change by the Company of 274,776 of its Ordinary Sharesin Tax or accounting principles, there has not been practices or methods; (iv) any declarationlabor dispute, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options routine matters, which has had or is reasonably likely to have a Material Adverse Effect; (v) except for increases or amendments in the ordinary and usual course of business consistent with past practice)practice or as required by Law, warrants, calls any material increase in the compensation payable or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change become payable by the Company or its Subsidiary to any of their directors, officers or employees or any increase in its accounting methodsthe benefits under, principles or practicesadoption of, except as required by any bonus, insurance, pension or other employee benefit plan, payment or arrangement, for or with any such directors, officers or employees; (vi) made any material changes in GAAP; (e) except as set forth in Section 2.9 the customary methods of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets operations of the Company or its Subsidiaries the Subsidiary, including, without limitation, practices and policies relating to manufacturing, purchasing, inventories, marketing, selling and pricing; (vii) merged with, entered into a consolidation with or acquired an interest of 5% or more in any Person or acquired a substantial portion of the assets or business of any Person or any division or line of business thereof, or otherwise acquired any material assets other than in the ordinary course of business consistent with past practice; (fviii) to other than in connection with the Company’s KnowledgeSubsidiary, no key employee made any capital expenditure or commitment for any capital expenditure in excess of $50,000 individually or $250,000 in the Company or its Subsidiaries as aggregate; (ix) entered into any Contracts calling for an exchange value of the date hereof has communicated to the Company or any of its Subsidiaries more than $250,000; (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (gx) except as set forth on Schedule 3.10 of the Disclosure Schedule, entered into any material agreement, arrangement or transaction with any of its directors, officers, employees or shareholders (or with any relative, beneficiary, spouse or affiliate of such Person); (xi) written down or written up (or failed to write down or write up in Section 2.9 accordance with GAAP consistent with past practice) the value of any inventories or receivables or revalued any assets of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, the Subsidiary other than in the ordinary course of business consistent with past practicepractice and in accordance with GAAP; (xii) other than in the ordinary course of business, amended, modified or consented to the termination of any Tax ruling Contract or arrangement applied for the Company's or received by the Subsidiary's rights thereunder; (xiii) amended or restated the Certificate of Incorporation or the By-laws (or other organizational documents) of the Company on its own behalf, whether or not in connection with the Merger, Subsidiary; (xiv) any indebtedness incurred or to the Knowledge loan or guarantee of indebtedness made or (xv) permitted or allowed any of the CompanyAssets to be subjected to any Encumbrance, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementother than Permitted Encumbrances.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this AgreementSince January 1, between December 312019, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there Seller has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereofnot: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Sharessold, there has not been any declarationassigned, setting aside or payment of any dividend ontransferred, leased, or other distribution (whether in cashcommitted to sell, stock assign, transfer, or property) in respect oflease, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each caseDesignated Assets, other than in the ordinary course of business the Clinical Lab Services Business; (b) received or sent any notice, demand, claim, inquiry, or other communication to or from any customer which adversely affects, or could reasonably be expected to affect, any Contract, the Designated Assets or any party’s obligations under this Agreement, including post-Closing obligations of the Clinical Lab Services Business; (c) suffered any damage, destruction, or loss, which is not fully covered by insurance, and which adversely affects the Designated Assets; (d) received notice or had knowledge of any union organizational activity or actual or potential labor trouble, strike, or other occurrence, event or condition of any similar character, or any violation or alleged violation of any labor-related laws, related in any way to the Transferred Employees; (e) been subject to any claim, or have any claim brought against Seller, or threatened to be brought against Seller, or entered into a settlement with respect to any such claims related to the Clinical Lab Services Business; (f) cancelled or forgiven any indebtedness or otherwise waived any claim or right related to the CGI Customers or the Designated Assets (g) entered into any material transaction related to the Designated Assets other than in the ordinary course of the Clinical Lab Services Business consistent with past practice; or (h) agreed in writing, or otherwise, to take any Tax ruling action described in this Section. Section 5.12 Absence of Undisclosed Liabilities. Seller has no material liabilities or arrangement applied for obligations relating or received by affecting the Company on its own behalfDesignated Assets or CGI Customers, whether or not in connection with the Mergeraccrued, absolute, contingent, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Mergerotherwise, except as explicitly contemplated those set out in Schedule 5.12. For purposes of this Agreement.Section, the term “liabilities” or “obligations” shall include, without limitation, any -12

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this AgreementBetween September 28, between December 31, 2006 1996 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of Parent and its subsidiaries taken as a whole, and no event has occurred that would reasonably be expected to have a Material Adverse Effect on the CompanyParent; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there Parent has not been any declarationdeclared, setting accrued, set aside or payment paid any dividend or made any other distribution in respect of any dividend onshares of capital stock, or other distribution (whether in cashrepurchased, redeemed or otherwise reacquired any shares of capital stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any splitloss, combination damage or reclassification of destruction to, or any interruption in the use of, any of the Company’s assets of Parent (whether or not covered by insurance), except for any of its Subsidiaries’ share capitalloss, damage, destruction or interruption that has not had and would not reasonably be expected to have a Material Adverse Effect on Parent; (d) there Parent has not been entered into any change by the Company in its accounting methodsmaterial transaction or taken any other material action that has had, principles or practiceswould reasonably be expected to have, except as required by changes in GAAPa Material Adverse Effect on Parent; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there Parent has not been any sale, license amended its certificate of incorporation or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practicebylaws; (f) Parent has not effected or been a party to the Company’s Knowledgeany merger, no key employee consolidation, share exchange, business combination, recapitalization, reclassification of the Company shares, stock split, reverse stock split or its Subsidiaries as of the date hereof similar transaction; (g) Parent has communicated to the Company or not changed any of its Subsidiaries (orally, methods of accounting or accounting practices in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiariesany material respect; and (gh) except as set forth in Section 2.9 Parent has not agreed or committed to take any of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, actions referred to in each case, other than in the ordinary course clauses "(a)" through "(g)" of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Mergerthis Section 3.4, except that Parent has entered into an Agreement and Plan of Merger and Reorganization dated as explicitly contemplated in this Agreement.of October 3, 1996, contemplating a merger of a subsidiary of Parent with High Level Design Systems, Inc.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between Since December 31, 2006 and 1998 through the date of this Agreement, (A) each of the Company and the Company's Material Subsidiaries has conducted its Subsidiaries have conducted their business only in the ordinary course and has not incurred any material liability, except in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: their respective businesses; (aB) there has not been any change in the business, financial condition or results of operations of the Company or its Subsidiaries that has had, or could reasonably be expected to have, a Material Adverse Effect on the Company; (bC) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase there has not been any entry by the Company or its Subsidiaries into any employment agreement, severance agreement or termination agreement with any employee of 274,776 the Company other than in the ordinary course of its Ordinary Shares, business; (D) there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, with respect to the capital stock or property) in respect of, any of the Company’s or Company nor has there been any of its Subsidiaries’ share capital, or any purchaserepurchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capitalSubsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or such Subsidiary; (dE) there has not been any change by the Company in its accounting principles, practices or methods, principles or practices, except as required by changes in GAAP; (eF) except as set forth provided for herein or as disclosed in Section 2.9 of the Company Disclosure LetterSEC Reports filed with the SEC prior to the date hereof, there has not been any salematerial increase in the compensation payable or which could become payable by the Company and its Subsidiaries to their officers or key employees, license or any amendment of any compensation and benefit plans; (G) there has not been any amendment of any material term of any outstanding security of the Company or any of its Subsidiaries other than the amendments to the Company Rights Agreement; and (H) there has not been any acquisition, sale or transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with this AgreementSection ------------------------------------ 3.6 of the Company Schedules, between December 31, 2006 since the Balance Sheet Date and until the date of this Agreementhereof, the Company and has conducted its Subsidiaries have conducted their business businesses only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, and there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on with respect to the Company; , (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with respect to any of the Units, (c) any split, combination, reclassification or repurchase of any of the Units or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for Units, (d) (i) any granting by the Company to any officer of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any increase in compensation, except in the ordinary course of business consistent with past practice or as required under employment agreements in effect as of the Company’s share capital or date hereof, (ii) any other securities granting by the Company to any officer of the Company of any increase in severance or its Subsidiaries termination pay, except as was required under any employment, severance or termination agreement in effect as of the date hereof, or (iii) any options entry by the Company into (A) any currently effective employment, severance, termination or indemnification agreement, or consulting agreement (other than Company Share Options in the ordinary course of business consistent with past practice), warrantswith any current or former officer, calls director, employee or rights to acquire consultant or (B) any such shares agreement with any current or other securities; (c) there has not been any splitformer officer, combination director, employee or reclassification consultant the benefits of any which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, (e) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate would have a Material Adverse Effect on the Company’s or any of its Subsidiaries’ share capital; , (df) there has not been any change by the Company in its accounting methods, principles or practicespractices by the Company, except insofar as may have been required by changes a change in GAAP; GAAP (eg) except as set forth any tax election that individually or in Section 2.9 the aggregate would have a Material Adverse Effect on the Company or (h) any material liabilities or obligations of the Company Disclosure Letter, there has which are not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) required under GAAP to be recorded on the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement's financial statements.

Absence of Certain Changes or Events. Except for liabilities incurred Since the Balance Sheet Date, and except as set forth in connection with this AgreementSection 4.8 of the Disclosure Schedule, between December 31(a) there has not been, 2006 and individually or in the date aggregate, any material adverse change in the condition (financial or otherwise), operations or results of this Agreement, operations of the Company and its Subsidiaries have conducted their business only Business; (b) Seller has not (i) increased or modified the compensation or benefits payable or to become payable by Seller to any Transferred Employees other than in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction practice or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; contract or applicable law, or (eii) except as set forth in Section 2.9 entered into any employment, severance, retention, change of the Company Disclosure Letter, there has not been control or termination agreement with any sale, license or other transfer of any material assets of the Company or its Subsidiaries Transferred Employees other than in the ordinary course of business consistent with past practice; (fc) Seller has not mortgaged, pledged or subjected to Encumbrances any assets, properties or rights of the Contemplated Business (other than Permitted Encumbrances); (d) Seller has not taken any action with respect to the Company’s Knowledge, no key employee Business which is outside the ordinary course of the Company business; (e) Seller has not sold, assigned or its Subsidiaries as of the date hereof has communicated to the Company or transferred any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each casePurchased Assets, other than sales of Inventory and those made in the ordinary course of business consistent with past practicepractices; (f) Seller has not suffered any damage, destruction or any Tax ruling or arrangement applied for or received by the Company on its own behalfloss, whether or not in connection with covered by insurance, materially adversely affecting the MergerPurchased Assets or its other properties, or assets and rights relating to the Knowledge Business; (g) Seller has not made any material changes in its customary methods of operation of the CompanyBusiness, on behalf including practices and policies relating to accounting, purchasing, marketing, selling or payment of trade creditors; and (h) Seller has not agreed, whether in writing or otherwise, to do any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementforegoing.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this AgreementSince April 30, between December 312019, 2006 and until the date of this Agreement except as expressly required by the Business Combination Agreement or any Ancillary Agreement, (i) the Company and its Subsidiaries have conducted their business only respective businesses in all material respects in accordance with the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: such businesses and (aii) (A) there has not been any change, effect, event, circumstance, occurrence or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, a Liberty Material Adverse Effect on the Company; Effect, (bB) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by neither the Company of 274,776 nor one of its Ordinary SharesSubsidiaries has sold, there has not been any declarationleased, setting aside transferred, assigned or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer otherwise disposed of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each caseassets, other than in the ordinary course of business consistent with past practice, (C) no Contract (or series of related Contracts) to which the Company or one of its Subsidiaries is a party involving annual payments of more than $1,000,000 has been entered into, amended or modified in any material respect, accelerated, terminated, assigned or cancelled, (D) the Company has not settled, cancelled, comprised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000,000, other than in the ordinary course of business consistent with past practice, (E) there has been no increase granted in, and no enhancement of the terms of, the compensation (including by issuing any incentive award) or any Tax ruling benefits of any manager, officer or arrangement applied for or received by employee of the Company on or its own behalfSubsidiaries, whether in each case whose base compensation exceeds $250,000, other than in the ordinary course of business consistent with past practice, (F) the Company and its Subsidiaries have maintained their assets and properties in the ordinary course of business consistent with past practice, (G) the Company has not (1) declared, set aside or not paid any distribution in connection with respect of the Merger, capital stock of the Company or to other equity interests of the Knowledge Company or (2) redeemed or purchased any capital stock of the Company or other equity interests of the Company, on behalf of (H) neither the Company nor its Subsidiaries have made, changed or revoked any material Tax election, filed an amended Tax Return, settled any Tax Audit or changed any Tax accounting periods or methods and (I) neither the Company nor its Subsidiaries have committed to do any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementforegoing.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with the Company SEC Documents or as set forth in Section 3.07 of the Disclosure Schedule and except as provided in this Agreement, between December 31since June 30, 2006 and the date of this Agreement1999, the Company and its the Subsidiaries have conducted their business respective businesses only in the ordinary course of business consistent with past practice, and there has not been any material adverse change (as defined in Section 9.03) with respect to the Company. Since December 31, 2006 through the date hereof, except Except as disclosed in the Company SEC Documents or as set forth in Section 2.9 3.07 of the Company Disclosure LetterSchedule, since June 30, 1999, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (ai) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, with respect to the Company's capital stock or property) in respect ofany redemption, any purchase or other acquisition of the Company’s or any of its Subsidiaries’ share capitalcapital stock, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (cii) there has not been any split, combination or reclassification of any of the Company’s 's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiaries’ share capital; capital stock, other than the issuance of Company Shares upon the exercise of Options or the issuance of Restricted Stock or Stock Units (dcollectively, the "Company Stock Options"), (iii) there has not been any material change by the Company in its accounting methods, principles or practicespractices by the Company, except as required (iv) (w) any granting by changes in GAAP; (e) except as set forth in Section 2.9 the Company or any of the Company Disclosure Letter, there has not been Subsidiaries to any sale, license or other transfer of any material assets executive officer of the Company or its any of the Subsidiaries other than of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of June 30, 1999, (x) any granting by the Company or any of the Subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of June 30, 1999, (y) except employment arrangements in the ordinary course of business consistent with past practice; (f) to practice with employees other than any executive officer of the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to any entry by the Company or any of its the Subsidiaries into any employment, severance or termination agreement with any executive officer, or (orallyz) any increase in or establishment of any bonus, insurance, deferred compensation, pension, retirement, profit-sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards or the amendment of any existing stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably would be expected to have a material adverse effect on the Company, (vi) any amendments or changes in writing the articles of incorporation or otherwisebylaws of the Company, or (vii) an intent to terminate or otherwise significantly decrease his or her contribution to any material revaluation by the Company of any of its assets, including writing off notes or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, accounts receivable other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementbusiness.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this AgreementSince September 30, between December 312002, 2006 and the date of this Agreement, (A) the Company and its Subsidiaries have conducted not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business or that would result in a Material Adverse Effect on the Company other than this Agreement and the transactions contemplated hereby, (B) the Company and its Subsidiaries have not sustained any loss or interference with their business only or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company, (C) there has been no change in the rights, preferences and privileges of the capital stock of the Company and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (D) there has not been (v) any adoption of a new Company Plan (as hereinafter defined), (w) any amendment to a Company Plan materially increasing benefits thereunder, (x) any granting by the Company to any executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation not approved in writing by Acquiror, except in the ordinary course of business consistent with past practice. Since December 31, 2006 through prior practice or as was required under employment agreements in effect as of the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or most recent audited financial statements included in the aggregate with respect to Company SEC Documents, (y) any asset or property owned, leased or otherwise used granting by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent Subsidiaries to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, such executive officer or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company any increase in severance or its Subsidiaries termination agreements in effect as of the date hereof has communicated to of the most recent audited financial statements included in the Company SEC Documents or except as approved by Acquiror in writing or (z) any entry by the Company or any of its Subsidiaries (orallyinto any employment, in writing severance or otherwise) an intent to terminate termination agreement with any such executive officer or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) other key employee except as set forth approved by Acquiror in Section 2.9 of the Company Disclosure Letterwriting, (E) there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than change in the ordinary course amount or terms of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the indebtedness of the Company and its Subsidiaries from that described in the Company Quarterly Report for the quarter ended September 30, 2002 and (F) there has been no event causing a Material Adverse Effect on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, nor any development that would, individually or in the aggregate, result in a Material Adverse Effect on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementCompany.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with ------------------------------------ Schedule 2.05 or reflected in the March 31, 2000 Balance Sheet or permitted ------------- or contemplated by this Agreement, between December since March 31, 2006 and the date of this Agreement2000, the Company and has not (a) suffered any material damage, destruction or casualty loss to its Subsidiaries have conducted their business only physical properties; (b) incurred or discharged any material obligation or liability or entered into any other material transaction except in the ordinary course of business; (c) suffered any material adverse change in the business, financial condition, assets, liabilities, prospects, operations or results of operations of the Company; (d) increased the rate or terms of compensation payable or to become payable by the Company to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees, except in each case increases occurring in the ordinary course of business consistent in accordance with past practice. Since December 31its customary practices (including normal periodic performance reviews and related compensation and benefit increases) or as required by any pre-existing Commitment identified in Schedule 2.08; (e) consummated, 2006 through the date hereofor agreed to consummate, except as disclosed in Section 2.9 of the Company Disclosure Letterany sale, there has not been any damage, destruction lease ------------- or other casualty loss in excess of $1.0 million individually transfer or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment disposition of any dividend on, properties or other distribution (whether in cash, stock or property) in respect of, any assets except for the sale of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options inventory items in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification and except for the sale of any tangible personal property that, in the reasonable judgment of the Company’s , has become uneconomic, obsolete or worn out; (f) incurred, assumed or guaranteed any indebtedness for borrowed money; (g) granted any mortgage, pledge, lien or encumbrance on any of its Subsidiaries’ share capitalmaterial properties or assets; (dh) there has not been any change by the Company in its accounting methodsentered into, principles amended or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of terminated any material assets of the Company Commitment, or its Subsidiaries other than waived any material rights thereunder except in the ordinary course of business business; or (i) made any grant of credit to any customer or distributor on terms or in amounts materially more favorable than those that have been extended to such customer or distributor in the past. Since March 31, 2000, the Company has been operated in all material respects in the ordinary course in a manner consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred (I) as disclosed in, or reflected in connection with the financial statements included in, the WRI SEC Documents and/or Section 4.2(g) of the WRI Disclosure Schedule, (II) as contemplated by this Agreement, between December 31, 2006 and or (III) for transactions effected or actions taken by WRI or the Transferred Subsidiaries after the date of this AgreementAgreement without breaching the terms hereof in the case of clauses (iii) through (viii) below, since August 31, 1996, the Company and its Subsidiaries have Gas Business has been conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, and since August 31, 1996 there has not been: (i) any event or events which, individually or in the aggregate have had or would have a Material Adverse Effect on the Gas Business, (ii) any amendment of any material term of any outstanding equity security or the respective certificates of incorporation or bylaws of Westar or MCMC; (iii) any non-cash dividend or distribution by Westar or MCMC or any Tax ruling repurchase, redemption or arrangement applied other acquisition by Westar or MCMC of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Westar or MCMC or any Significant Subsidiary of Westar or MCMC; (iv) any material change in any method of accounting or accounting practice by WRI relating to the Gas Business and the Transferred Subsidiaries; (v) any increase in the salaries or other compensation payable to any such officer or employee of WRI relating to the Gas Business or any of the Transferred Subsidiaries (except for normal increases in the ordinary course of business consistent with past practice) or received any increase in, or addition to, other benefits to which any such officer or employee may be entitled (except as required by the Company terms of plans as in effect on its own behalfthe date of this Agreement or as required by law), (vi) any Material Adverse Change or threat of a Material Adverse Change in the relations of WRI relating to the Gas Business or the Transferred Subsidiaries with, or any loss or, to the knowledge of WRI, threat of loss of, any of the material suppliers or customers of the Gas Business or the Transferred Subsidiaries, except to the extent such loss does not and would not have a Material Adverse Effect on the Gas Business, (vii) any termination, cancellation or waiver of any contract or other right material to the operation of the Gas Business taken as a whole, except to the extent such termination, cancellation or waiver does not and would not have a Material Adverse Effect on the Gas Business, or (viii) any other transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in connection with the Merger, ordinary course of business) that does have or to would have a Material Adverse Effect on the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementGas Business.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement(a) Since January 1, between December 31, 2006 and 2005 to the date of this Agreement, the Company Seller and its the Seller Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since January 1, 2005, there has not been (i) any change in the financial condition, results of operations or business only of the Seller and any of the Seller Subsidiaries which has had a Seller Material Adverse Effect, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Seller or any of the Seller Subsidiaries which has had a Seller Material Adverse Effect, (iii) any change by the Seller in its accounting methods, principles or practices, (iv) any revaluation by the Seller of any of its assets in any material respect, (v) except for regular quarterly cash dividends on the Seller Common Stock with usual record and payment dates, to the date of this Agreement, and the publicly-announced stock repurchase program, any declaration setting aside or payment of any dividends or distributions in respect of shares of Seller Common Stock or any redemption, purchase or other acquisition of any of its securities or any of the securities of any Seller Subsidiary, (vi) any increase in the wages, salaries, bonuses, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director or any grant of any severance or termination pay, except in the ordinary course of business consistent with past practice. Since December 31practices, 2006 through the date hereof(vii) any strike, except as disclosed in Section 2.9 of the Company Disclosure Letterwork stoppage, there has not been any damage, destruction slow-down or other casualty loss in excess of $1.0 million individually or in labor disturbance, (viii) the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment execution of any dividend oncollective bargaining agreement, contract or other agreement or understanding with a labor union or organization, or other distribution (whether in cash, stock or propertyix) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementunion organizing activities.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December (a) Since March 31, 2006 and 2010 through the date of this Agreement, (i) the Company and its Subsidiaries have conducted their business only not incurred any liability or obligation (indirect, direct or contingent) or entered into any Contract or transaction, in each case, that is not in the ordinary course of business consistent with past practice. Since December 31or that would, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property ownedaggregate, leased or otherwise used by have a Company Material Adverse Effect; (ii) the Company and its Subsidiaries have not sustained any loss or any of its Subsidiariesinterference with their respective businesses or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance. Subsequent to December 31) that has, 2006individually or in the aggregate, through the date hereof: (a) there has not been any had a Company Material Adverse Effect on the CompanyEffect; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (ciii) there has not been any split, combination or reclassification of any of the Company’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company’s capital stock or dividend or distribution of any kind declared, set aside, paid or made by the Company on any class of its stock; (iv) neither the Company nor any of its Subsidiaries has (x) granted any increase in compensation to any employee of the Company or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practicesSubsidiaries whose annual base salary prior to such increase exceeded $250,000, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been for any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than such base salary increases made in the ordinary course of business consistent with past practice; (f) to the Companyprior practice or as was required under such employee’s Knowledge, no key employee of the Company or its Subsidiaries Employee Agreement in effect as of the date hereof has communicated of such increase, (y) granted to any employee of the Company or any of its Subsidiaries whose base salary exceeds $250,000 as of the date hereof (orally, 1) any right of severance or change in writing control benefits or otherwise(2) an intent any increase in such benefits to terminate or otherwise significantly decrease his or her contribution any employee who had a contractual right to such benefits as of the date of the most recent audited financial statements included in the Company SEC Documents, or its Subsidiaries(z) entered into any Company Employee Agreement with any individual whose base salary for 2010 is expected to exceed $250,000; and (gv) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the no Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementMaterial Adverse Effect.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with this Agreement, between December 31, 2006 the SEC Documents filed and publicly available prior to the date of this AgreementAgreement and the 1999 Form 10-K (the "COMPANY FILED SEC DOCUMENTS") or in Section 4.1(g) of the Disclosure Schedule, since December 31, 1998, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, and there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in (i) except for the aggregate with respect to any asset or property owned, leased or otherwise used restructuring announced by the Company in 1999 and described in Section 4.1(g) of the Disclosure Schedule, any event, occurrence or any development of its Subsidiaries, whether a state of circumstances which has had or not covered by insurance. Subsequent could reasonably be expected to December 31, 2006, through the date hereof: (a) there has not been any have a Material Adverse Effect on the Company; Effect, (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any of the Company’s 's capital stock or any of its Subsidiaries’ share capital, or any purchaserepurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of the Company’s share capital stock or any other securities of the Company or any of its Subsidiaries subsidiaries, (iii) any split, combination or reclassification of any of its capital stock or any options issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (other than iv) (A) any granting by the Company Share Options or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any increase in compensation or benefits or severance or termination pay or benefits, except in the ordinary course of business consistent with past practice or as was required under employment, severance or termination agreements or plans in effect as of December 31, 1998, or (B) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement with any such current or former director, officer or employee, except in the ordinary course of business consistent with past practice), warrants(v) any damage, calls destruction or rights loss, whether or not covered by insurance, that has had or could reasonably be expected to acquire any such shares or other securities; have a Material Adverse Effect, (cvi) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required practices by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries subsidiaries, (orally, in writing or otherwisevii) an intent to terminate or otherwise significantly decrease his or her contribution to any amendment of any material term of any outstanding security of the Company or any of its Subsidiaries; and subsidiaries, (gviii) except as set forth in Section 2.9 of any incurrence, assumption or guarantee by the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business consistent with past practice, but in no event in the amount of more than $1,000,000 in the aggregate, (ix) any creation or any Tax ruling or arrangement applied for or received assumption by the Company or any of its subsidiaries of any Lien on its own behalfany asset other than in the ordinary course of business consistent with past practice, whether but in no event in the amount of more than $1,000,000 for any one transaction or not $5,000,000 in connection the aggregate, (x) any making of any loan, advance or capital contributions to or investment in any person other than to a subsidiary that is wholly owned (other than director qualifying shares) or other than in the ordinary course of business consistent with past practice, but in no event in the Mergeramount of more than $1,000,000 for any one transaction or $5,000,000 in the aggregate and other than investments in cash equivalents made in the ordinary course of business consistent with past practice, (xi) any transaction or commitment made, or any contract or agreement entered into, by the Company or any of its subsidiaries relating to its assets or business (including the acquisition or disposition of any assets or the merger or consolidation with any person) or any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case material to the Knowledge of the CompanyCompany and its subsidiaries taken as a whole, representing commitments on behalf of the Company or any of its shareholders subsidiaries of more than $1,000,000 for any transaction or $5,000,000 for any series of related transactions, or otherwise in connection the ordinary course of business consistent with the Merger, except as explicitly past practice and those contemplated in by this Agreement, (xii) any material labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its subsidiaries, which employees were not subject to a collective bargaining agreement at December 31, 1998, or any material lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees or (xiii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xii).

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with the Schedule 4.12 (a) since September 30, 2019, (i) there has been no material adverse change in the condition, financial or otherwise, of the business the Parent or its assets or properties, or in the prospects thereof or therefor; (ii) since September 30, 2019 none of its assets or properties or the Parent has been adversely affected in any material way by, or sustained any material loss, whether or not insured, as a result of any fire, flood, accident, explosion, strike, labor disturbance, riot, act of God or the public enemy or other calamity or casualty. To the knowledge of Parent, except as previously disclosed to Company in writing pursuant to this AgreementAgreement and since September 30, 2019, Parent (i) has not become involved in any unresolved labor trouble or dispute which materially and adversely affects the Parent’s (ii) has not become a party to any collective bargaining agreement, and (iii) has not suffered any liability, judgment, lien or termination of contract or the imposition of any obligation, the effect of which shall be materially adverse to the Parent’s business or its assets or properties; (iii) there has not been any change, event or development having, or that could be reasonably expected to have, individually or in the aggregate, a material adverse effect on Parent and its Subsidiaries taken as a whole, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to Parent and its Subsidiaries but also generally affect other persons who participate or are engaged in the lines of business in which Parent and its Subsidiaries participate or are engaged and (iv) between December 31, 2006 such date and the date of this Agreement, the Company hereof Parent and its Subsidiaries have conducted their business respective businesses only in the ordinary course consistent with past practice or as contemplated in connection with this Agreement. Without limiting the generality of the foregoing, since September 30, 2019, Parent and Subsidiaries have operated their respective businesses in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, all material respects and there has not been any damagebeen, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property ownedthe businesses, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.any:

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 2005 and the date of this Agreement, (a) the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: ; (ab) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (ed) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer material revaluation by the Company of any of its assets, including a material assets writing down of the value of capitalized inventory or a material writing off of notes or accounts receivable; (e) to the Knowledge of the Company, no customer which represented five percent or more of the Company's consolidated product revenue for the year ended December 31, 2005 or the quarter ended March 31, 2006 has materially reduced or communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to materially reduce the quantity of its purchases from or materially reduce price or materially change other quantitative or qualitative terms of its business relationship with the Company or its Subsidiaries other than in the ordinary course of business consistent with past practiceSubsidiaries; (f) to the Knowledge of the Company’s Knowledge, no supplier which provides goods or services to the Company or a Subsidiary of the Company (which cannot be replaced within thirty days without significant incremental cost) has materially reduced its supply to the Company or communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to materially increase the price, materially reduce supply or materially change the quantitative or qualitative terms of its business relationship with the Company or its Subsidiaries; (g) to the Knowledge of the Company, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (gh) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made damage, destruction or other material casualty loss with respect to any material Tax claimtangible asset or tangible property owned, audit leased or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received otherwise used by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementSubsidiaries having a value prior to such losses exceeding $25 million.

Absence of Certain Changes or Events. Except Since the last day of the quarter for liabilities incurred in connection which the most recent quarterly report on Form 10-Q has been filed by the Company with this Agreement, between December 31, 2006 and the date of this AgreementSEC, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31practice and, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Lettersince such date, there has not been occurred: (i) any damagechange, development, event or other circumstance, situation or state of affairs that has had or would reasonably be expected to have a Company Material Adverse Effect; (ii) any amendments to or changes in the Company Charter or Company Bylaws; (iii) any damage to, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by of the Company or any of its Subsidiaries, Subsidiaries (whether or not covered by insurance. Subsequent ) that, individually or in the aggregate, would reasonably be expected to December 31, 2006, through the date hereof: (a) there has not been any have a Company Material Adverse Effect on the CompanyEffect; (biv) other than any communication from Nasdaq with respect to the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities delisting of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securitiesCommon Stock; (cv) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 or any restatement of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries revenue, income or expenses; (orally, in writing or otherwisevi) an intent to terminate or otherwise significantly decrease his or her contribution to any revaluation by the Company of any of its assets, including writing down the value of inventory or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made writing off notes or any material Tax claim, audit or assessment settled, in each case, accounts receivable other than in the ordinary course of business consistent with past practice, in terms of both frequency and amount, and in any event in excess of $50,000; (vii) any sale of a material amount of assets (tangible or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge intangible) of the Company; (viii) any material default, on behalf or any known basis for any valid claim of material default, under any contract or obligation of the Company or any of its shareholders in connection with Subsidiaries. Since September 30, 2005, there has not occurred any other action or event that would have required the Merger, except as explicitly contemplated in consent of Parent pursuant to Section 5.1 had such action or event occurred after the date of this Agreement.

Absence of Certain Changes or Events. (a) Except for liabilities incurred as set forth in connection with this AgreementSCHEDULE 5.6(A), between since January 1, 1997: (1) there has not been any material adverse change in the assets, properties, business, operations, prospects, net income or condition (financial or other) of any Business, no event has occurred and, to the knowledge of each Seller and each Executive Shareholder, no factor or condition exists that would reasonably be likely to result in any such change; (2) there has not been any material loss, damage, destruction or other casualty to the Purchased Property (whether or not insured); (3) there has been no adverse change in the amount of total assets set forth on the December 31, 2006 and 1996 Combined Balance Sheet except for reductions attributable to amortization and/or depreciation on a basis consistent with past practice as reflected in the date Audited Financial Statements or the Management Prepared Financial Statements; (4) there has not been any change in any method of this accounting or accounting practice of any Business or any Seller relating to its Business; (5) there has not been a loss of the employment, services or benefits of any Consultants or Employees, or of any Network Physicians (A) in excess of 8% of the number of Network Physicians engaged in respect of any single Third Party Payor Agreement, or (B) which would cause any Seller to be in breach of any Third Party Payor Agreement to which it is a party; and (6) there has not been any default, breach or termination of, or any notification of any of the Company foregoing, or any modification or requested modification that would be materially adverse to any Seller, in respect of, any Third Party Payor Agreement or any Contract; (b) Since January 1, 1997, each Seller has operated its Business in the ordinary course of its business consistent with past practice (including without limitation by keeping in full force and its Subsidiaries have conducted their business only effect insurance comparable in amount and scope to the coverage maintained by it (or on behalf of it) at such date), and, except as set forth in SCHEDULE 5.6(B) hereto, no Seller has: (1) permitted any of the Purchased Property (real or personal, tangible or intangible) to be sold, licensed or subjected to any Encumbrance (other than a Permitted Encumbrance) except in dispositions of inventory or of worn-out or obsolete equipment for fair or reasonable value in the ordinary course of business consistent with past practice. Since December 31practices, 2006 through canceled any debts or claims, or waived or released any rights material to such Business relating to the date hereofoperations of such Business, except as disclosed in Section 2.9 of or defaulted on any material obligation relating to the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any operations of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the CompanyBusiness; (b2) other than failed to exercise all Best Efforts to maintain and preserve for the Cash Distribution Buyer its relationships with customers, suppliers, managers, Employees, Network Physicians, Consultants, parties to be made pursuant Third Party Payor Agreements and actively sought prospective parties to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.Third Party Payor Agreements 20

Absence of Certain Changes or Events. Except for liabilities incurred in connection with (i) as specifically contemplated or permitted by this Agreement, between December 31(ii) as set forth in the Regis Filed SEC Reports or in the Regis Financial Statements or (iii) for changes resulting from the announcement of this Agreement or the transactions contemplated hereby, 2006 and since July 1, 2005 through the date of this Agreementhereof, the Company (A) Regis and its Subsidiaries have conducted their business only in the ordinary course of business course, consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, and (B) there has not been any event, change, circumstance or development (including any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent ) which, individually or in the aggregate, has had, or would reasonably be expected to December 31have, 2006, through the date hereof: (a) there has not been any a Material Adverse Effect on Regis. Since July 1, 2005 through the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company date of 274,776 of its Ordinary Sharesthis Agreement, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 the Regis Filed SEC Reports, none of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company Regis or any of its Subsidiaries has taken any action that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 6.1 (orally, in writing other than a breach of Section 6.1(c) or otherwise(f) an intent (solely with respect to terminate transactions between Regis and a wholly owned Subsidiary of Regis or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 two wholly owned Subsidiaries of the Company Disclosure Letter, there Regis)). Merger Sub has not been conducted any material Tax election made or any material Tax claim, audit or assessment settled, in each case, activities other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Mergerorganization of Merger Sub on January 5, or 2006, the negotiation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby. Subco has not conducted any activities other than in connection with the organization of Subco on January 5, 2006, the negotiation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby. Since July 1, 2003 and prior to the date of this Agreement, to the Knowledge of Regis, Regis and its Subsidiaries have not engaged in any Diversion. Since July 1, 2003 through the Companydate hereof, on behalf no supplier of any material quantity of professional beauty products to Regis and its shareholders in connection Subsidiaries has cancelled, terminated or materially and adversely modified its supply relationship with the Merger, except as explicitly contemplated in this AgreementRegis and its Subsidiaries.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with the Company SEC Reports, as set forth on Schedule 5.6 or as contemplated by this Agreement, between December 31since September 30, 2006 1998 (i) the business of the Company has been carried on only in the ordinary and usual course; (ii) there has not been any change in the date financial condition, properties, business or results of this Agreement, operations of the Company and its Subsidiaries have conducted their business only in the ordinary course or any development or combination of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 developments of which the Company Disclosure Letterhas knowledge that, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate aggregate, has had or is reasonably likely to have a Material Adverse Effect; (iii) neither the Company nor any of its Subsidiaries has amended its Certificate of Incorporation or By-laws; (iv) the Company has not split, combined or reclassified the Shares or any capital stock of any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has entered into or amended in any material respect any employment or severance agreement with respect to any asset officer, director or property owned, leased or otherwise used by key employee of the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (evi) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by neither the Company on nor any of its own behalf, whether Subsidiaries has increased the compensation or not in connection with the Mergerfringe benefits of, or paid any bonuses to, any current director or officer thereof; (vii) neither the Company nor any of its Subsidiaries has declared or set aside or paid any dividend or other distribution payable in cash, stock or property with respect to the Knowledge of the Company, on behalf 's capital stock or that of any of its shareholders in connection with Subsidiaries (other than regular quarterly cash dividends on the MergerCompany Common Stock not exceeding $.01 per share or dividends or advances from a wholly-owned Subsidiary of the Company to its parent or the Company); and (viii) neither the Company nor any of its Subsidiaries has changed its accounting methods, except as explicitly contemplated in this Agreementrequired by GAAP or the SEC.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through 1996 ------------------------------------ and up to and including the date hereof, except as disclosed in Section 2.9 of the Company Disclosure LetterLetter or the Company SEC Reports, there (A) the Company has not been declared or paid any damage, destruction dividend or other casualty loss in excess of $1.0 million individually made any distribution on or in the aggregate with respect to any asset or property ownedits capital stock; redeemed, leased purchased or otherwise used by acquired any of its capital stock; granted any options, warrants or other rights to purchase shares of, or any other securities which may be convertible into or exchangeable for, its capital stock; or issued any shares of its capital stock; (B) there has been no increase in the compensation or benefits (including but not limited to any bonus, severance or option plan, program, arrangements or understanding) payable or to become payable to any officer or director of the Company or any of its Subsidiaries, whether the 25 most highly compensated (based on cash compensation paid in or not covered by insurance. Subsequent with respect to December 31, 2006, through the date hereof: (aservices rendered in calendar 1996) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by employees of the Company of 274,776 of and its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution Subsidiaries (whether in cash, stock or property) in respect of, any including officers and directors of the Company’s or any of its Subsidiaries’ share capital, or any purchaseas applicable) (collectively, redemption or other acquisition by the Company of any including officers and directors of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (, "Highly ------ Compensated Persons"), other than Company Share Options increases in the ordinary course of business ------------------- and consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (cC) there has not been any splitno pledge, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methodsdisposition, principles or practicesencumbrance, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letterhypothecation, there has not been any sale, license sale or other transfer of any material portion of the properties or assets of the Company or and its Subsidiaries other than taken as a whole (whether tangible or intangible), except in the ordinary course of business and consistent with past practice; and (fD) to the Company’s Knowledge, there has been no key employee of the Company or its Subsidiaries as of the date hereof has communicated to agreement binding upon the Company or any of its Subsidiaries (orallyto do any of the foregoing. Since December 31, 1996 and up to and including the date of this Agreement, other than as disclosed in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure LetterLetter or the Company SEC Reports or as contemplated by this Agreement, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in the Company and each case, other than of its Subsidiaries have conducted their respective businesses in the ordinary course and there has been no change in the condition (financial or otherwise), business, properties, assets or liabilities of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company and its Subsidiaries taken as a whole, except such failures to so conduct their businesses and such changes, which, when considered as a whole, have not had a material adverse effect on its own behalfthe business, whether results of operations or not in connection with the Merger, or to the Knowledge financial condition of the Company, on behalf of any of Company and its shareholders in connection with the Merger, except Subsidiaries taken as explicitly contemplated in this Agreementa whole.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with this AgreementSection 3.1(m) of the Company Disclosure Schedule, between since December 31, 2006 2005 (i) there has not been any change, or, to the knowledge of Company, any event involving a prospective change, in the business, financial condition or results of operations or, to the knowledge of Company, prospects of Company or any of its Subsidiaries or in the relationship of Company or its Subsidiaries with respect to their employees, creditors, suppliers, distributors, customers or others with whom they have business relationships, which has had, or would be reasonably likely to have, a Material Adverse Effect on Company, (ii) Company and each of its Subsidiaries have conducted their respective businesses in the ordinary course consistent with their past practices and neither Company nor any of its Subsidiaries has taken any action or entered into any transaction, and, to the knowledge of Company, no event has occurred, that would have required Commerce or Sub's consent pursuant to Section 4.1 of this Agreement if such action had been taken, transaction entered into or event had occurred, in each case, after the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there nor has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries entered into any agreement, plan or arrangement to do any of the foregoing, (orallyiii) there have been no dividends or other distributions declared, set aside or paid in writing respect of Company Common Stock, nor has any action with respect to Company Common Stock proscribed by Section 4.1 of this Agreement occurred or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; been taken, and (giv) except as set forth in Section 2.9 Company and its Subsidiaries have not entered into any employment contract with any director, officer or salaried employee, paid any or made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any of their officers, employees or directors, increased the Company Disclosure Letterrate of compensation, there has not been if any, or instituted or made any material Tax election made increases in any officer's, employee's or any material Tax claimdirector's welfare, audit retirement or assessment settled, in each casesimilar plan or arrangement, other than annual and merit increases made in the ordinary course of business consistent accordance with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementpractices and procedures.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 6.5 of the Company Partnership Disclosure Letter, since December 31, 2003, the operations by the Partnership at the Hotel/Casino have been conducted in the Ordinary Course of Business and, since such date, (i) there has not been any event, development, state of affairs or condition, or series or combination of events, developments, states of affairs or conditions, which, individually or in the aggregate, would be reasonably likely to have a Partnership Material Adverse Effect; (ii) there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, (whether or not covered by insurance. Subsequent ) to December 31the Purchased Assets which is reasonably likely to have a Partnership Material Adverse Effect; (iii) the Partnership has not subjected any of the Purchased Assets to any material Liens or Encumbrances, 2006other than Permitted Liens or Permitted Encumbrances; (iv) the Partnership has not sold, through transferred, leased, subleased, licensed or otherwise disposed of, to any third party, any material Purchased Asset, except for sales of Purchased Assets and the date hereof: disposition of obsolete equipment in the Ordinary Course of Business; (av) the Partnership has not entered into any material Assumed Contract or accelerated, cancelled, modified or terminated any material Assumed Contract, in each case, which is material to the operation of the Hotel/Casino (other than in the Ordinary Course of Business); (vi) the Partnership has not waived, released or assigned any material rights, which rights, but for such waiver, release or assignment, would have been classified as Purchased Assets, other than in the Ordinary Course of Business; (vii) the Partnership has not delayed or postponed the payment of any Liability (outside the Ordinary Course of Business); (viii) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase material revaluation by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company Partnership of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securitiesPurchased Assets; (cix) there has not been any split, combination settlement of pending or reclassification of any of threatened material litigation to which the Company’s Partnership is a party (whether brought by a private party or any of its Subsidiaries’ share capitala Governmental Entity); and (dx) there the Partnership has not been any change by the Company in its accounting methodsagreed, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, whether in writing or otherwise) an intent , to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 do any of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Mergerforegoing, except as explicitly expressly contemplated in by this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with this Agreement, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Filed Documents or Section 2.9 of the Company Disclosure Letter, since September 30, 1998, the Company and the Company Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been been: (i) any damageevent that, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect aggregate, has had or is reasonably likely in the future to have a Company Material Adverse Effect, (ii) any declaration, payment or setting aside for payment of any dividend or other distribution or any redemption or other acquisition of any shares of capital stock or securities of the Company by the Company, (iii) any material damage or loss to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiariesproperty, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (aiv) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required (v) any revaluation by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets amount of its assets, including but not limited to, writing down the Company value of inventory or its Subsidiaries writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice; business, (fvi) to the Company’s Knowledge, no key employee of any entry by the Company or its any Company Subsidiaries into any commitment or transactions material to the Company and the Company Subsidiaries taken as a whole (other than commitments or transactions entered into in the ordinary course of business), or (vii) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the date hereof has communicated granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors or officers, or any employment, consulting or severance agreement or arrangement entered into with any such present or former directors, officers or employees of the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of . Since October 1, 1998, neither the Company Disclosure Letter, there nor any Company Subsidiary has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practicetaken, or failed to take, any Tax ruling or arrangement action that would have constituted a breach of Section 4.1 hereof had the covenants therein applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementsince that date.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection the Company SEC Documents filed with this Agreement, between December 31, 2006 and the SEC prior to the date of this AgreementAgreement or as set forth in Section 4.7 of the Disclosure Schedule, since March 28, 2004: (a) the business of the Company and its Subsidiaries have has been conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (fb) to the Company and its Subsidiaries have not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business or that would result in a Material Adverse Effect on the Company’s Knowledge, no key employee (c) the Company and its Subsidiaries have not sustained any damage, destruction, loss or interference with their business or properties (whether or not covered by insurance) that has had or would have a Material Adverse Effect on the Company, (d) other than any changes in the ordinary course of the Company or its Subsidiaries as Company's business and consistent with past practice of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure LetterCompany, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than changes in the ordinary course amount or terms of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the indebtedness of the Company on and its own behalf, whether or not Subsidiaries from that described in connection with the Merger, or Company SEC Documents filed prior to the Knowledge of date hereof, and (e) there has been no event causing a Material Adverse Effect on the Company, nor any development that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect on behalf of the Company or any of its shareholders in connection with Subs and (f) neither the MergerCompany nor any of its Subsidiaries has taken any action, except as explicitly contemplated in or failed to take any action, which if such action or failure occurred during the period from the date of this AgreementAgreement to the Closing Date would constitute a breach or violation of Section 5.1.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection the Company SEC Documents filed with this Agreement, between December 31, 2006 and the SEC prior to the date of this Agreement, since March 31, 1998 and except as set forth on Schedule 3.1(g), ---------------- (i) the Company and its Subsidiaries PL have conducted their business only not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed practice or that would result in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any a Material Adverse Effect on the Company; (bii) the Company and PL have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other than calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Cash Distribution to be made Company; (iii) there has been no change in the capital stock of the Company except for the issuance of shares of Company Common Stock pursuant to Section 5.12(a) Company Stock Options and the repurchase Company Employee Stock Purchase Plan and no dividend or distribution of any kind declared, paid or made by the Company of 274,776 on any class of its Ordinary Shares, stock; (iv) there has not been (A) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition granting by the Company of or PL to any of the Company’s share capital or any other securities executive officer of the Company or its Subsidiaries or PL of any options (other than Company Share Options increase in compensation, except in the ordinary course of business consistent with past practice), warrants, calls prior practice or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company as was required under employment agreements in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries effect as of the date hereof of the most recent audited financial statements included in the Company SEC Documents, (B) any granting by the Company or PL to any such executive officer of any increase in severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents, or (C) any entry by the Company or PL into any employment, severance or termination agreement with any such executive officer; (v) any delivery of a "put notice," as defined in the Common Stock Investment Agreement, or any issuance of any shares of Company Common Stock pursuant to the Common Stock Investment Agreement; and (vi) there has communicated to been no event causing a Material Adverse Effect on the Company or any of its Subsidiaries (orallydevelopments that would, in writing individually or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practiceaggregate, or any Tax ruling or arrangement applied for or received by the Company result in a Material Adverse Effect on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with Since September 30, 1998, except as contemplated by this Agreement, between December 31, 2006 disclosed in the SEC Reports filed and publicly available prior to the date of this Agreement, the Company and its Subsidiaries subsidiaries have conducted their business businesses only in the ordinary course of business and in a manner consistent with past practice. Since December 31practice and, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Lettersince such date, there has not been (i) any changes in the financial condition, results of operations, assets, business or operations of the Company or any of its subsidiaries that would reasonably likely materially delay or impair the ability of the Company to effect the closing of the transactions contemplated hereby, (ii) any condition, event or occurrence, other than such conditions or events or occurrences which, individually or in the aggregate, have not had and would not have a Material Adverse Effect, (iii) any damage, destruction or other casualty loss (whether or not covered by insurance) with respect to any assets of the Company or any of its subsidiaries individually or in the aggregate in excess of $1.0 million individually million, (iv) any labor, dispute or any labor union organizing activity, or any actual or threatened strike, work stoppage, slowdown or lockout, or any material change in its relationship with employees, customers, distributors or suppliers,(v) any revaluation by the Company of any of its material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable other than in the aggregate with respect to ordinary course of business, (vi) any asset or property owned, leased or otherwise used entry by the Company or any of its Subsidiaries, whether subsidiaries into any commitment or not covered by insurance. Subsequent transactions material to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of and its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except subsidiaries taken as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries a whole other than in the ordinary course of business consistent with past practice; business,(vii) receipt of any notice of termination or the occurrence of a default or the breach of any material contract, lease or other agreement, or (fviii) to the Company’s Knowledgeany other action which, no key employee of the Company or its Subsidiaries as of if it had been taken after the date hereof has communicated to hereof, would have required the Company or any consent of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Parent under Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement5.1 hereof.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December Since August 31, 2006 and the date 1999 (A) each of this Agreement, the Company and the Company's Subsidiaries has conducted its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: course; (aB) there has not been any change in the business, condition (financial or otherwise), prospects or results of operations of the Company or its Subsidiaries that has had, or could reasonably be expected to have, a Material Adverse Effect on the Company; (bC) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase there has not been any entry by the Company or its Subsidiaries into any employment agreement, severance agreement or termination agreement with any employee of 274,776 the Company other than in the ordinary course of its Ordinary Shares, business and except as contemplated hereby; (D) there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, with respect to the capital stock or property) in respect of, any of the Company’s or Company nor has there been any of its Subsidiaries’ share capital, or any purchaserepurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of the Company’s share capital stock or any other securities of of, or other ownership interests in, the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securitiesSubsidiary; (cE) there has not been any splitmaterial change by the Company in accounting principles, combination practices or reclassification methods except as required by GAAP; (F) except as provided or contemplated hereby for herein, there has not been any material increase in the compensation payable or which could become payable by the Company and its Subsidiaries to their officers or key employees, or any material amendment of any of the Company’s or any of its Subsidiaries’ share capitalcompensation and benefit plans; (dG) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 amendment of any material term of any outstanding security of the Company Disclosure Letter, or any of its Subsidiaries; (H) there has not been any saleacquisition, license sale or other transfer of any material assets of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practiceSubsidiaries; and (fI) to the Company’s Knowledge, no key employee of there has not been any entry by the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been into any material Tax election made joint venture or other similar arrangement with any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementPerson.

Absence of Certain Changes or Events. Except Subject to the final sentence of this Section 3.07, except for liabilities incurred actions undertaken in connection with this Agreement, between December 31, 2006 Agreement and the date of this Agreementtransactions contemplated hereby, since the Audited Balance Sheet Date (a) the Company and its Subsidiaries have conducted their business only respective businesses in all material respects in the ordinary course consistent with past practice, (b) there have not been any changes or effects that individually or in the aggregate would reasonably be expected to have or have had a Company Material Adverse Effect, (c) neither the Company nor any of its Subsidiaries has engaged in any material transaction or entered into any material agreement outside the ordinary course of business, (d) neither the Company nor any of its Subsidiaries has increased the compensation of any officer or granted any general salary or benefits increase to their respective employees, other than in the ordinary course of business consistent business, (e) there has been no declaration, setting aside or payment of any dividend or other distribution with past practice. Since December 31respect to the Company Capital Stock, 2006 through or any repurchase, redemption or other acquisition by the date hereof, except as disclosed in Section 2.9 Company or any of its Subsidiaries of any stock or other securities of the Company Disclosure Letteror any of its Subsidiaries, (f) there has not been no change by the Company in accounting principles, practices or methods, (g) there has been no implementation of any employment loss that could implicate the Worker Adjustment and Retraining Notification Act, as amended, or any similar state or local law, regulation or ordinance, (h) there has been no material damage, destruction destruction, or other casualty loss in excess of $1.0 million individually (whether or in the aggregate with respect not covered by insurance) to any asset of the properties of the Company or property ownedits Subsidiaries, leased (i) there has been no indebtedness for borrowed money incurred by the Company or otherwise used any of its Subsidiaries or any commitment to incur indebtedness entered into by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31other than Existing Company Indebtedness, 2006, through the date hereof: (aj) there has not been any Material Adverse Effect on no amendment of the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by Organizational Documents of the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options and (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (ck) there has not been any splitno agreement, combination whether oral or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change written, by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orallyto do any of the foregoing. This Section 3.07 does not relate to any matters with respect to environmental matters and taxes, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth which are addressed solely in Section 2.9 of the Company Disclosure Letter3.11 and Section 3.14, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementrespectively.

Absence of Certain Changes or Events. Except for liabilities incurred as expressly contemplated by this Agreement or as set forth in connection with this AgreementSection 3.08 of the Disclosure Schedule, between December 31since June 30, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 2009 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letterhas conducted its business in the ordinary course consistent with past practice and, since such date through the date hereof, (i) there has not been occurred any damageMaterial Adverse Effect or an event or development that would, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect aggregate, reasonably be expected to have a Material Adverse Effect or any asset event or property owneddevelopment that would, leased individually or otherwise used in the aggregate, reasonably be expected to prevent or materially delay the performance of this Agreement or the Registration Rights Agreement by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through and (ii) the date hereof: (a) there Company has not been (A) issued, sold, pledged, disposed, granted or encumbered any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment shares of any dividend on, class of capital stock or other distribution (whether Equity Interests in cash, stock or property) in respect of, any of the Company’s , (B) sold, pledged, disposed, transferred, leased, licensed, guaranteed or encumbered any of its Subsidiaries’ share capital, material property or any purchase, redemption or other acquisition by the Company of any assets of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, (C) acquired (including by merger, consolidation, or acquisition of stock or assets or any Tax ruling other business combination) any corporation, partnership, other business organization or arrangement applied any division thereof, (D) incurred any indebtedness for borrowed money which, individually or received by together with all such other indebtedness , exceeds $200,000, (E) granted any security interest in any of its material assets except for such security interests as would constitute a Permitted Lien, (F) made or authorized any capital expenditure or purchase of fixed assets other than in the ordinary course of business, (G) increased the compensation or benefits payable to or to become payable to its directors, officers or employees, except for increases in accordance with past practices in salaries or wages of employees of the Company on its own behalfwhich are not across-the-board increases, whether or not granted any rights to severance or termination pay to, or entered into any employment or severance agreement with, any director, officer or other employee (other than severance for employees other than officers, in accordance with past practice, in connection with such employee’s termination of employment with the Merger, or to the Knowledge Company) of the Company, on behalf or taken any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Plan, (H) made, revoked or changed any election in respect of Taxes, adopted or changed any material accounting method in respect of Taxes or settled or compromised any material claim, notice, audit report, liability or assessment in respect of Taxes, (I) made any material change, other than changes required by GAAP or in the ordinary course of business, with respect to accounting policies or procedures of the Company, (J) pre-paid any long-term debt or paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except for such payments, discharges or satisfaction of claims as were in the ordinary course of business consistent with past practice or (K) written up, written down or written off the book value of any material assets, or a material amount of its shareholders any other assets, other than in connection with the Merger, ordinary course of business or except as explicitly contemplated in this Agreementrequired by GAAP.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with this Agreementthe applicable SEC Reports and the Disclosure Schedules, between December 31, 2006 and from the date of the most recent financial statements contained in the SEC Reports to the date of this Agreement, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the financial statements contained in the SEC Reports, except changes in the ordinary course of business consistent with past practice. Since December 31that have not caused, 2006 through in the date hereofaggregate, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been a Material Adverse Effect; (b) any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiariesloss, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any that would have a Material Adverse Effect on Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a Material Contract by which the Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder; (g) any resignation or termination of employment of any officer of the Company; (bh) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase any mortgage, pledge, transfer of a security interest in or lien created by the Company of 274,776 with respect to any of its Ordinary Sharesmaterial properties or assets, there has except liens for taxes not been yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge stock of the Company, on behalf or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any alteration of the method of accounting or the identity of its shareholders in connection with auditors of the MergerCompany; (l) any issuance of equity securities to any officer, except as explicitly contemplated director or affiliate; or (m) any arrangement or commitment by the Company to do any of the things described in this AgreementSection 2.28.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with this AgreementSection ------------------------------------ 3.6 of the Company Schedules, between December 31, 2006 since the Balance Sheet Date and until the date of this Agreementhereof, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, and there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on with respect to the Company; , (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any of the Company’s 's capital stock, (c) any split, combination, reclassification or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company repurchase of any of the Company’s share 's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (d) (i)any granting by the Company to any officer of the Company of any increase in compensation, except in the ordinary course of business consistent with past practice or its Subsidiaries as required under employment agreements in effect as of the date hereof, (ii) any granting by the Company to any officer of the Company of any increase in severance or termination pay, except as was required under any options employment, severance or termination agreement in effect as of the date hereof, or (iii) any entry by the Company into (A) any currently effective employment, severance, termination or indemnification agreement, or consulting agreement (other than Company Share Options in the ordinary course of business consistent with past practice), warrantswith any current or former officer, calls director, employee or rights to acquire consultant or (B) any such shares agreement with any current or other securities; (c) there has not been any splitformer officer, combination director, employee or reclassification consultant the benefits of any which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the Company’s nature contemplated by this Agreement, (e) any damage, destruction or any of its Subsidiaries’ share capital; loss, whether or not covered by insurance, that individually or in the aggregate would exceed $25,000, (df) there has not been any change by the Company in its accounting methods, principles or practicespractices by the Company, except insofar as may have been required by changes a change in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license GAAP or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax tax election made that individually or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company aggregate would have an adverse effect on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred Since September 30, 2006, and except as disclosed in connection with this Agreement, between December 31, 2006 and Schedule 4.9 of the date of this Agreement, Disclosure Schedule: (a) the Company and its Subsidiaries Cronos Entities have conducted their business respective businesses only in the ordinary course of business and consistent with past practice. Since December 31; (b) no liability or obligation of any nature (whether absolute, 2006 through accrued, contingent or otherwise) which has had or is reasonably likely to have a Company Material Adverse Effect has been incurred; (c) there has not been any event, circumstance or occurrence which is reasonably likely to give rise to a Company Material Adverse Effect; (d) there has not been any change in the date hereof, accounting practices used by the Cronos Entities; (e) except as disclosed in Section 2.9 of the Company Disclosure Letterfor ordinary course increases consistent with past practice, there has not been any damageincrease in the salary, destruction bonus, or other casualty loss in excess of $1.0 million individually or in the aggregate with respect remuneration payable to any asset or property owned, leased or otherwise used by the Company or employee of any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: Cronos Entities; (af) there has not been any Material Adverse Effect on redemption, repurchase or other acquisition of securities of the Company by the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been or any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock shares or property) in with respect of, any of to the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the Common Shares except for ordinary course of business dividends or distributions consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (cg) there no Cronos Entity has not been entered into or amended any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries Material Contract other than in the ordinary course of business consistent with past practice; (fh) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made satisfaction or settlement or any material Tax claim, audit claim or assessment settled, liability that was not reflected in each casethe Company’s Financial Statements, other than the settlement of liabilities incurred in the ordinary course of business consistent with past practice, ; and (i) there has not been any other action or any Tax ruling or arrangement applied for or received by event that would have required the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge consent of the Company, on behalf Purchaser and the Sponsor under Section 5.1 had such action or event occurred after the date of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred as contemplated by this Agreement or disclosed in connection with this AgreementSection 3.1(l) of the JB Disclosure Schedule, between December 31since January 1, 2006 and 1997, JB has conducted the date of this Agreement, the Company and its Subsidiaries have conducted their business Business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, and there has not been (i) any damageevent, destruction occurrence or other casualty loss in excess of $1.0 million development which, individually or in the aggregate with respect aggregate, has had or could reasonably be expected to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any have a JB Material Adverse Effect on the Company; Effect, (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any of the Company’s JB's capital stock or any of its Subsidiaries’ share capital, or any purchaserepurchase, redemption or other acquisition by the Company JB of any outstanding shares of capital stock or other securities of JB, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the Company’s share capital or authorization of any issuance of any other securities in respect of, in lieu of the Company or in substitution for shares of its Subsidiaries capital stock, (iv) (A) any granting by JB to any current or former director, officer or employee of JB of any options (other than Company Share Options material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by JB to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax grossup), warrantsor (C) any entry by JB into any employment, calls deferred compensation, severance or rights to acquire termination agreement or arrangement with or for the benefit of any such shares current or other securities; former director, officer or employee, (cv) there any damage, destruction or loss, whether or not covered by insurance, that has not been any split, combination had or reclassification of could have a material adverse effect on any of the Company’s Restaurants or any of its Subsidiaries’ share capital; a JB Material Adverse Effect, (dvi) there has not been any change by the Company in its accounting methods, principles or practicespractices by JB, except as required by changes in GAAP; (evii) except as set forth in Section 2.9 of the Company Disclosure Letterany amendment, there has not been any sale, license waiver or other transfer modification of any material assets term of the Company any outstanding security of JB, (viii) any incurrence, assumption or its Subsidiaries other than in the ordinary course guarantee by JB of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made Indebtedness for borrowed money or any other material Tax claim, audit or assessment settled, in each caseobligations, other than in the ordinary course of business consistent with past practice, (ix) any creation or assumption by JB of any Lien on any asset, other than financing transactions in the ordinary course of business consistent with past practice, (x) any making of any lease, loan, advance or capital contributions to or investment in any person or entity other than in the ordinary course of business consistent with past practice, but in no event in the amount of more than $10,000 for any one transaction or $50,000 in the aggregate, (xi) any transaction or commitment made, or any Tax ruling contract or arrangement applied agreement entered into, by JB relating to its assets or business of more than $10,000 for any one transaction or received $50,000 for any series of transactions, (xii) any acquisition or disposition of any assets involving more than $10,000 per transaction or $50,000 in the aggregate or any merger or consolidation with any person, (xiii) any relinquishment by JB of any contract or other right, in either case, material to JB, other than transactions and commitments in the Company on its own behalf, whether or not in connection ordinary course of business consistent with the Mergerpast practice, or (xiv) any agreement, commitment, arrangement or undertaking by JB to the Knowledge of the Company, on behalf of perform any of its shareholders action described in connection with the Merger, except as explicitly contemplated in this Agreementclauses (i) through (xiii).

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreementas disclosed in, between December 31, 2006 and the date of this Agreementor reflected on, the Company and its Subsidiaries have conducted their business only September Financial Statements or as set forth in Section 4.08 of the Seller Disclosure Schedule, or incurred hereinafter in the ordinary course of business consistent with past practice. Since practice and with Section 5.01 hereof, since December 31, 2006 through 1997, (i) the date hereof, except as disclosed in Section 2.9 business of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) Seller and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not Seller Subsidiary have been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options conducted only in the ordinary course of business consistent with past practice)practices, warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (dii) there has not been any change by in the Company in its accounting methodsbusiness, principles assets, financial condition or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 results of operations of the Company Disclosure LetterSeller or the Seller Subsidiary, (iii) there has not been any salematerial change in any policy or practice followed by the Seller or the Seller Subsidiary in the ordinary course of business, license (iv) neither the Seller nor the Seller Subsidiary has incurred any material liability, except in the ordinary course of its business consistent with prudent business practices, (v) there has not been any agreement, contract or commitment entered into, or agreed to be entered into, except for those in the ordinary course of business; (vi) there has not been any increase in or establishment of any bonus, insurance, severance (including severance after a change in control), deferred compensation, pension, retirement, profit sharing, life insurance or split dollar life insurance, retiree medical or life insurance, or other transfer of employee benefit plan, or any material assets other increase in the compensation payable or to become payable to any officers or key employees of the Company Seller or its Subsidiaries other than the Seller Subsidiary, except with respect to cash compensation, in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (gvii) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made change in any of the accounting methods or any material Tax claim, audit practices of the Seller or assessment settled, in each case, the Seller Subsidiary other than in the ordinary course of business consistent with past practice, changes required by applicable law or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementapplicable accounting policies.

Absence of Certain Changes or Events. (a) Except for liabilities incurred as set forth on Section 4.7(a) of the Seller Disclosure Schedule and events or circumstances affecting the Syndicated Company Loans, since June 30, 2020, (i) no event or events have occurred that have had or would reasonably be expected to have, either individually or in connection the aggregate, a Material Adverse Effect on the Acquired Companies, (ii) except with this Agreement, between December 31, 2006 and respect to the date of this Agreementprocess resulting in the Contemplated Transactions, the Company and its Subsidiaries Acquired Companies have conducted their business in all material respects only in the ordinary course of business consistent with past practice. Since December 31, 2006 through and (iii) Medley, the date hereof, except as disclosed in Section 2.9 of Acquired Companies and their applicable respective Representatives have monitored the Company Disclosure LetterLoans and the Company- Owned Equity Securities, there has not been including any damagedata rooms, destruction correspondence or other casualty loss materials exchanged in excess of $1.0 million individually or in the aggregate with respect to any asset or property ownedconnection therewith, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practicepractice and have valued the Company Loans and Company-Owned Equity Interests in accordance with their respective valuation policies and procedures. (b) Except as set forth on Section 4.7(b) of the Seller Disclosure Schedule, since the execution of that certain Bid Letter, dated as of September 4, 2020, by and between Medley and Buyer, (i) no Acquired Company has acquired, sold, transferred, leased, licensed, pledged, mortgaged, assigned or otherwise disposed of, or encumbered or exchanged, any loans or any portions thereof, (ii) none of Medley or the Acquired Companies have consented to or approved any material modification, amendment, waiver or any other change with respect to any Company Loan, including with respect to any terms thereof, and (iii) there has been no (A) payment or prepayment of a Company Loan in excess of $150,000 for an individual Company Loan or $500,000 in the aggregate for all Company Loans (other than scheduled quarterly amortization payments in accordance with the Company Loan Documents), warrants(B) actual or, calls to Medley’s Knowledge, proposed in writing, refinancings of any Company Loan, (C) actual or, to Medley’s Knowledge, proposed in writing, incremental financings or rights upsizes of any Company Loan, (D) actual or, to acquire Medley’s Knowledge, proposed in writing, requests for amendments, waivers, consents or changes to any such shares material terms of any Company Loan, and (E) sale, transfer or other securities; disposition of any Company Loan. (c) there has not been any splitSince June 30, combination or reclassification of any 2020, none of the Company’s Acquired Companies has, except to the extent expressly contemplated by this Agreement (or any other Transaction Document) taken any action to make, change or rescind any Tax election, changed or adopted any annual Tax accounting period, changed or adopted any method of its Subsidiaries’ share capital; (d) there has not been Tax accounting, filed any change by the Company in its accounting methodsamended Tax Return or taken any position on any Tax Return, principles or practices, except entered into any “closing agreement” as required by changes in GAAP; (e) except as set forth described in Section 2.9 7121 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; Code (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any corresponding or similar provision of its Subsidiaries (orallystate, in writing local or otherwise) an intent to terminate foreign income Tax Law), settled or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Lettercompromised any action, there has not been any material Tax election made or any material Tax claimexamination, audit or assessment settledinvestigation relating to Taxes, in each case, other than in the ordinary course surrendered any right to a refund of business consistent with past practice, Taxes or any Tax ruling waived or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.extended 14

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31(a) Since June 30, 2006 and to the date of this Agreement, the Company Seller and its the Seller Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since June 30, 2006, there has not been (i) any change in the financial condition, results of operations or business only of the Seller and any of the Seller Subsidiaries which has had a Seller Material Adverse Effect, (ii) any damage, destruction or loss with respect to any assets of the Seller or any of the Seller Subsidiaries which has had a Seller Material Adverse Effect, (iii) any change by the Seller in its accounting methods, principles or practices, (iv) any revaluation by the Seller of any of its assets in any material respect, (v) any declaration setting aside or payment of any dividends or distributions in respect of shares of Seller Common Stock or any redemption, purchase or other acquisition of any of its securities or any of the securities of any Seller Subsidiary, (vi) any increase in the wages, salaries, bonuses, compensation, pension, or other fringe benefits payable to any executive officer, employee, or director or any grant of any severance or termination pay, except in the ordinary course of business consistent with past practice. Since December 31practices, 2006 through the date hereof(vii) any strike, except as disclosed in Section 2.9 of the Company Disclosure Letterwork stoppage, there has not been any damage, destruction slow down or other casualty loss in excess of $1.0 million individually labor disturbance, or in (viii) the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment execution of any dividend oncollective bargaining agreement, contract or other agreement or understanding with a labor union or organization, or other distribution (whether in cash, stock or propertyix) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementunion organizing activities.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with this AgreementSection 3.1(m) of the Company Disclosure Schedule, between since December 31, 2006 2005 (i) there has not been any change, or any event involving a prospective change, in the business, financial condition or results of operations or, to the knowledge of the Company, prospects of Company or any of its Subsidiaries or in the relationship of Company or its Subsidiaries with respect to their employees, creditors, suppliers, distributors, customers or others with whom they have business relationships, which has had, or would be reasonably likely to have, a Material Adverse Effect on Company, (ii) Company and each of its Subsidiaries have conducted their respective businesses in the ordinary course consistent with their past practices and neither Company nor any of its Subsidiaries has taken any action or entered into any transaction, and, to the knowledge of Company, no event has occurred, that would have required Commerce or Sub’s consent pursuant to Section 4.1 of this Agreement if such action had been taken, transaction entered into or event had occurred, in each case, after the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there nor has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries entered into any agreement, plan or arrangement to do any of the foregoing, (orallyiii) there have been no dividends or other distributions declared, set aside or paid in writing respect of Company Common Stock, nor has any action with respect to Company Common Stock proscribed by Section 4.1 of this Agreement occurred or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; been taken, and (giv) except as set forth in Section 2.9 Company and its Subsidiaries have not entered into any employment contract with any director, officer or salaried employee, paid any or made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any of their officers, employees or directors, increased the Company Disclosure Letterrate of compensation, there has not been if any, or instituted or made any material Tax election made increases in any officer’s, employee’s or any material Tax claimdirector’s welfare, audit retirement or assessment settled, in each casesimilar plan or arrangement, other than annual and merit increases made in the ordinary course of business consistent accordance with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementpractices and procedures.

Absence of Certain Changes or Events. Except as set forth on Schedule 3.5, since the Balance Sheet Date, there has not been: (i) any material adverse change in the business, operations, properties, condition (financial or other) of Seller, and to the knowledge of Seller no factor or condition exists and no event has occurred that would be likely to result in any such change, (ii) any material loss, damage or other casualty to the Purchased Assets (other than any for liabilities incurred in connection with this Agreementwhich insurance awards have been received or guaranteed), between December 31or (iii) any loss of the employment, 2006 and services or benefits of Xxxxx Xxxxxx. Since the date of this AgreementBalance Sheet Date, the Company and Seller has operated its Subsidiaries have conducted their business only Business in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there practice and has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereofnot: (ai) there has not been incurred or failed to pay or satisfy any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside material obligation or payment of any dividend on, or other distribution liability (whether in cashaccrued, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing contingent or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, (ii) incurred or failed to discharge or satisfy any Tax ruling Encumbrance other than Encumbrances arising in the ordinary course of business consistent with past practice, (iii) sold or arrangement applied for transferred any of the assets of the Business except in the ordinary course of business consistent with past practice or received by canceled any debts or claims or waived any rights material to the Company operations of its business, (iv) defaulted on any material obligation, (v) entered into any transaction material to its own behalf, whether or not in connection with the MergerBusiness, or materially amended or terminated any arrangement material to its Business or relating to its Business, except in the Knowledge ordinary course of the Companybusiness consistent with past practice, on behalf of (vi) redeemed any of its shareholders capital stock or declared, made or paid any dividends or distributions (whether in connection cash, securities or other property) to the holders of its capital stock or otherwise other than S corporation tax distributions, if any, or (vii) settled, released or forgiven any material claim or material litigation or waived any material right thereto; (viii) made, changed or revoked any election or method of accounting with respect to Taxes affecting or relating to its Business; (ix) entered into, or permitted to be entered into, any closing or other agreement or settlement with respect to Taxes, or (x) entered into any agreement or made any commitment to do any of the Mergerforegoing. For purposes of this Section 3.5, except as explicitly contemplated a material adverse change shall mean any $25,000 or more adverse change in this Agreementthe business, operations, properties, condition (financial or other) of Seller.

Absence of Certain Changes or Events. Except for liabilities incurred as expressly contemplated by this Agreement or the transactions contemplated hereby and except as disclosed in connection with this Agreementthe Company SEC Documents filed prior to the date hereof, between since December 31, 2006 and the date of this Agreement1999, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31course, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, and there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (ai) there has not been any Material Adverse Effect on the Company or, to the knowledge of the Company; , any development or combination of developments reasonably likely to have a Material Adverse Effect on the Company, (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any of the Company’s capital stock, other than regular quarterly cash dividends of $0.12 per share on the Company’s Common Stock, (iii) any split, dividend, combination, recapitalization or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of similar transaction with respect to any of the Company’s share capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such substitution for shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s capital stock, except for issuances of Company Common Stock upon the exercise of Company Options awarded prior to the date hereof in accordance with their terms, (iv) prior to the date hereof (A) any granting by the Company or any of its Subsidiaries’ share capital; (d) there has not been Subsidiaries to any change by the Company in its accounting methodscurrent or former director, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license executive officer or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business and in accordance with past practice or as was required under any employment agreements in effect as of the date hereof has communicated to December 31, 1999, (B) any granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except in the ordinary course of business and consistent with past practice, or (orally, in writing or otherwiseC) an intent to terminate or otherwise significantly decrease his or her contribution to any entry by the Company or any of its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure LetterSubsidiaries into, there has not been any material Tax election made or any material Tax claimamendments of, audit or assessment settled, in each caseany Compensation and Benefit Plan, other than in the ordinary course of business and consistent with past practice, (v) except as required by a change in GAAP, any change in accounting methods, principles or any Tax ruling or arrangement applied for or received practices by the Company on materially affecting its own behalfassets, whether liabilities or not in connection with the Merger, business or (vi) any tax election that would be Material to the Knowledge Company or any of its tax attributes or any settlement or compromise of any Material income tax liability (other than any such liability that was the subject of a dispute disclosed on Section 5.03(r) of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement’s Disclosure Schedule). (110 Intentionally Omitted.

Absence of Certain Changes or Events. (a) Except for liabilities incurred as disclosed in connection the Company SEC Documents filed with this Agreement, between December 31, 2006 and the SEC prior to the date of this AgreementAgreement or as disclosed in Section 3.7(a) of the Company Letter, since December 31, 2003 (i) the Company and its Subsidiaries have conducted their business only not incurred any liability or obligation (indirect, direct or contingent) or, entered into any Contract or transaction, in each case, that is not in the ordinary course of business consistent with past practice. Since December 31or that would, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property ownedaggregate, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any have a Material Adverse Effect on the Company; (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of and its Ordinary SharesSubsidiaries have not sustained any loss or interference with their business or properties from fire, there has not been any declarationflood, setting aside or payment of any dividend onwindstorm, accident or other distribution calamity (whether or not covered by insurance) that has, individually or in cashthe aggregate, stock or property) in respect of, any of had a Material Adverse Effect on the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (ciii) there has not been any split, combination or reclassification of any of the Company’s 's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock or dividend or distribution of any kind declared, set aside, paid or made by the Company on any class of its Subsidiaries’ share capitalstock; (div) there has not been (x) any change granting by the Company in or any of its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been Subsidiaries to any sale, license or other transfer of any material assets employee of the Company or any of its Subsidiaries other than of any increase in compensation, except in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company prior practice or its Subsidiaries as was required under employment Contracts in effect as of the date hereof has communicated to of the most recent audited financial statements included in the Company SEC Documents, (y) any granting by the Company or any of its Subsidiaries to any such employee of any increase in severance or termination Contracts in effect as of the date of the most recent audited financial statements included in the Company SEC Documents or (orally, in writing or otherwisez) an intent to terminate or otherwise significantly decrease his or her contribution to any entry by the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection Subsidiaries into any employment, severance or termination Contract with any such employee and (v) there has been no Material Adverse Change with respect to the Merger, except as explicitly contemplated in this AgreementCompany.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through 1996 and up to and including the date hereof, except as disclosed in Section 2.9 of the Company Disclosure LetterLetter or the Company SEC Reports, there (A) the Company has not been declared or paid any damage, destruction dividend or other casualty loss in excess of $1.0 million individually made any distribution on or in the aggregate with respect to any asset or property ownedits capital stock; redeemed, leased purchased or otherwise used by acquired any of its capital stock; granted any options, warrants or other rights to purchase shares of, or any other securities which may be convertible into or exchangeable for, its capital stock; or issued any shares of its capital stock; (B) there has been no increase in the compensation or benefits (including but not limited to any bonus, severance or option plan, program, arrangements or understanding) payable or to become payable to any officer or director of the Company or any of its Subsidiaries, whether the 25 most highly compensated (based on cash compensation paid in or not covered by insurance. Subsequent with respect to December 31, 2006, through the date hereof: (aservices rendered in calendar 1996) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by employees of the Company of 274,776 of and its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution Subsidiaries (whether in cash, stock or property) in respect of, any including officers and directors of the Company’s or any of its Subsidiaries’ share capital, or any purchaseas applicable) (collectively, redemption or other acquisition by the Company of any including officers and directors of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (, Highly Compensated Persons"), other than Company Share Options increases in the ordinary course of business and consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (cC) there has not been any splitno pledge, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methodsdisposition, principles or practicesencumbrance, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letterhypothecation, there has not been any sale, license sale or other transfer of any material portion of the properties or assets of the Company or and its Subsidiaries other than taken as a whole (whether tangible or intangible), except in the ordinary course of business and consistent with past practice; and (fD) to the Company’s Knowledge, there has been no key employee of the Company or its Subsidiaries as of the date hereof has communicated to agreement binding upon the Company or any of its Subsidiaries (orallyto do any of the foregoing. Since December 31, 1996 and up to and including the date of this Agreement, other than as disclosed in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure LetterLetter or the Company SEC Reports or as contemplated by this Agreement, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in the Company and each case, other than of its Subsidiaries have conducted their respective businesses in the ordinary course and there has been no change in the condition (financial or otherwise), business, properties, assets or liabilities of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company and its Subsidiaries taken as a whole, except such failures to so conduct their businesses and such changes, which, when considered as a whole, have not had a material adverse effect on its own behalfthe business, whether results of operations or not in connection with the Merger, or to the Knowledge financial condition of the Company, on behalf of any of Company and its shareholders in connection with the Merger, except Subsidiaries taken as explicitly contemplated in this Agreementa whole.

Absence of Certain Changes or Events. Since June 30, 2005, the business of SeaMaster has been carried on only in the ordinary and usual course and there has not been any material adverse change in its business, properties, operations or financial condition and no event has occurred and no fact or set of circumstances has arisen which has resulted in or could reasonably be expected to result in a material adverse effect in the operations of SeaMaster. Except for liabilities and obligations incurred in connection with this Agreement, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, liabilities and obligations reflected on or reserved against in the balance sheet and as otherwise disclosed in SCHEDULE 6.7, since December 31, 2005, the Selling Shareholder has not incurred any Tax ruling liabilities or arrangement applied for obligations that would be required to be reflected or received by reserved against in a balance sheet of the Company on its own behalf, whether or not Selling Shareholder prepared in connection accordance with the Mergerprinciples used to prepare the audited balance sheet. Since June 30, 2006, there has been no change or development in the business, properties, operations, condition (financial or otherwise), or results of operations or prospects of the Selling Shareholder that has had or could reasonably be expected to have a material adverse effect. Since June 30, 2006, the Selling Shareholder has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business, (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000 or (iv) waived any material rights in respect of any Indebtedness or other rights in excess of $100,000 owed to it. The Selling Shareholder has not taken any steps to seek protection pursuant to any bankruptcy law, to the Knowledge of the Company, on behalf of any Selling Shareholder's knowledge none of its shareholders in connection with creditors intend to initiate involuntary bankruptcy proceedings and to the Merger, except as explicitly contemplated in this AgreementSelling Shareholder's knowledge there is no fact which would reasonably lead a creditor to do so.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with this AgreementSection 3.7 of the Company Letter, between December 31since the Company Balance Sheet Date, 2006 and the date of this Agreement, (a) the Company and its Subsidiaries have conducted not incurred any liability or obligation (indirect, direct or contingent), or entered into any oral or written agreement or other transaction, that is not in the ordinary course of business, (b) the Company and its Subsidiaries have not sustained any loss or interference with their business only or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance), (c) there has been no change in the capitalization of the Company except for the issuance of Company Membership Units pursuant to Company Options, (d) there has been no change in the capitalization of any of the Company Subs, (e) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of Company Membership Units, (f) there has been no dividend or distribution of any kind declared, paid or made by any of the Company Subs on the Shares, (g) there has not been (i) any adoption of a new Company Plan (as hereinafter defined), (ii) any amendment to a Company Plan increasing benefits thereunder, (iii) any granting by the Company or any of its Subsidiaries to any executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation, except in the ordinary course of business consistent with past practice. Since December 31, 2006 through prior practice or as was required under employment agreements in effect as of the date hereof, except as disclosed in Section 2.9 of the Company Disclosure LetterBalance Sheet Date, there has not been (iv) any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used granting by the Company or any of its Subsidiaries, whether Subsidiaries to any such executive officer or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment key employee of any dividend on, increase in severance or other distribution (whether termination agreements in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities effect as of the Company Balance Sheet Date, or its Subsidiaries or (v) any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change entry by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries into any employment, severance or termination agreement with any such executive officer or other key employee, (orally, h) there have not been any changes in writing the amount or otherwise) an intent to terminate terms of the indebtedness for borrowed money or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 guarantees of indebtedness for borrowed money of the Company Disclosure Letterand its Subsidiaries from the Balance Sheet Date (including capitalized leases), and (i) there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company no event causing a Material Adverse Effect on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.the

Absence of Certain Changes or Events. Except as disclosed in SCHEDULE 5.7, since December 31, 2005 the business of Sellers have been carried on only in the ordinary and usual course and there has not been any material adverse change in its business, properties, operations or financial condition, taken as a whole, and no event has occurred and no fact or set of circumstances has arisen which has resulted in or could reasonably be expected to result in a Material Adverse Effect. Except for liabilities and obligations incurred in connection with this Agreement, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, liabilities and obligations reflected on or reserved against in the balance sheet and as otherwise disclosed in SCHEDULE 5.7, since December 31, 2005, none of Sellers has incurred any Tax ruling liabilities or arrangement applied for obligations that would be required to be reflected or received by the Company on its own behalf, whether or not reserved against in connection a balance sheet of Sellers prepared in accordance with the Mergerprinciples used to prepare the audited balance sheet. Since June 30, 2006, there has been no change or development in the business, properties, operations, condition (financial or otherwise), or results of operations or prospects of Sellers that has had or could reasonably be expected to have a Material Adverse Effect. Since June 30, 2006, Sellers have not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business, (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000 or (iv) waived any material rights in respect of any Indebtedness or other rights in excess of $100,000 owed to it. Sellers have not taken any steps to seek protection pursuant to any bankruptcy law, to the Sellers' Knowledge of the Company, on behalf of any none of its shareholders in connection with creditors intend to initiate involuntary bankruptcy proceedings and to the Merger, except as explicitly contemplated in this AgreementSelling Shareholder's Knowledge there is no fact which would reasonably lead a creditor to do so.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this AgreementSince the Most Recent Fiscal Month End, between December 31except as set forth on Schedule 3.9 of the Company Disclosure Schedule, 2006 and the date of this Agreement, (a) the Company and each of its Subsidiaries have conducted their business has operated only in the ordinary course Ordinary Course of Business, and (b) there have not been any changes in the business consistent with past practiceor results of operations of the Company or any of its Subsidiaries, taken as a whole, or any other events, conditions or circumstances that have, or would reasonably be expected to have, a Material Adverse Effect on the Company. Since December 31In addition, 2006 since the Most Recent Fiscal Month End and through the date hereof, except as disclosed in Section 2.9 set forth on Schedule 3.9 of the Company Disclosure LetterSchedule, the Company and each of its Subsidiaries has not (a) sold, assigned, transferred, leased, licensed or disposed of any of its Assets other than the sale of inventory and obsolete or worn-out equipment, in each case in the Ordinary Course of Business; (b) made any acquisition of any Person or other business organization or division thereof; (c) subjected any of its Assets to any Liens, except for Permitted Liens or Liens that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) materially changed or modified the commission or sales quota applicable to or the compensation payable to any employee other than in the Ordinary Course of Business; or (e) become obligated in writing or otherwise agreed to take any of the actions specified in subparagraphs (a) through (d) above. Since the Most Recent Fiscal Month End, there has not been (i) any damage, destruction or other casualty loss in excess of $1.0 million individually to any Assets that has, or would reasonably be expected to have, a Material Adverse Effect on the Company or (ii) any change in the aggregate with respect to any asset accounting principles or property owned, leased or otherwise practices used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with this Agreement, between December 31, 2006 the SEC Documents filed and publicly available prior to the date of this AgreementAgreement (the "Company Filed SEC Documents") and in Section 4.1(g) of the Disclosure Schedule, since June 30, 1996, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, and there has not been (i) any damageevent, destruction occurrence or other casualty loss in excess development of $1.0 million individually a state of circumstances which has had or in the aggregate with respect could reasonably be expected to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any have a Material Adverse Effect on the Company; Effect, (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any of the Company’s 's capital stock or any of its Subsidiaries’ share capital, or any purchaserepurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of the Company’s share capital stock or any other securities of the Company or any of its Subsidiaries subsidiaries, (iii) any split, combination or reclassification of any of its capital stock or any options issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (other than iv) (A) any granting by the Company Share Options or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any increase in compensation or benefits or severance or termination pay or benefits, except in the ordinary course of business consistent with past practice or as was required under employment, severance or termination agreements or plans in effect as of June 30, 1996, or (B) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement with any such current or former director, officer or employee, except in the ordinary course of business consistent with past practice), warrants(v) any damage, calls destruction or rights to acquire any such shares loss, whether or other securities; not covered by insurance, that has had or could have a Material Adverse Effect, (cvi) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required practices by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries subsidiaries, except insofar as may have been required by a change in generally accepted accounting principles, (orally, in writing or otherwisevii) an intent to terminate or otherwise significantly decrease his or her contribution to any amendment of any material term of any outstanding security of the Company or any of its Subsidiaries; and subsidiaries, (gviii) except as set forth in Section 2.9 of any incurrence, assumption or guarantee by the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claimof its subsidiaries of any indebtedness for borrowed money in the amount of more than $1,000,000 in the aggregate, audit (ix) any creation or assessment settled, in each case, assumption by the Company or any of its subsidiaries of any Lien on any asset other than in the ordinary course of business consistent with past practice, but in no event in the amount of more than $500,000 for any one transaction or $1,000,000 in the aggregate, (x) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, but in no event in the amount of more than $500,000 for any one transaction or $1,000,000 in the aggregate and other than investments in marketable securities made in the ordinary course of business consistent with past practice, (xi) any transaction or commitment made, or any Tax ruling contract or arrangement applied for or received agreement entered into, by the Company on or any of its own behalfsubsidiaries relating to its assets or business (including the acquisition or disposition of any assets or the merger or consolidation with any person) or any relinquishment by the Company or any of its subsidiaries of any contract or other right, whether or not in connection with the Mergereither case, or material to the Knowledge Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by this Agreement, but (without the Company, consent of Parent which shall not be unreasonably withheld or delayed) in no event representing commitments on behalf of the Company or any of its shareholders subsidiaries of more than $500,000 for any transaction or $1,000,000 for any series of transactions, (xii) any material labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its subsidiaries, which employees were not subject to a collective bargaining agreement at June 30, 1996, or any material lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees or (xiii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in connection with the Merger, except as explicitly contemplated in this Agreementclauses (i) through (xii).

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 and Since the date of this AgreementCutoff Date, the Company has used commercially reasonable efforts to preserve the business organization of the Company intact, to keep available to the Company the services of all current officers and its Subsidiaries have conducted their employees of the Company and to preserve the goodwill of the suppliers, customers, employees and others having business only relations with the Company as of such date and has operated the business substantially in the ordinary course of business course. In particular, except for such dividends and other distributions since the Cutoff Date as have been disclosed to the Buyer, the Company has managed its cash, ordered supplies and materials, collected its receivables and paid its payables on a basis consistent with past practiceits historical practices. Since December 31Except as set forth on Schedule 3.11, 2006 through since the date hereofCutoff Date, except as disclosed the Company has not suffered any Material Adverse Change in Section 2.9 its assets, business, financial condition or results of operation, nor, to the Company’s Knowledge, have any events occurred that have had, or might reasonably be expected to have, a Material Adverse Change on the financial condition or results of operations of the Company, taken as a whole. Except as set forth on Schedule 3.11, since the Cutoff Date, the Company Disclosure Letter, there has not been (a) incurred damage to or destruction of any damage, destruction Asset or other casualty loss Assets in the aggregate having a replacement cost in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries30,000, whether or not covered by insurance. Subsequent ; (b) incurred any obligation or liability (fixed or contingent) not in the Ordinary Course of Business in excess of $30,000; (c) made or entered into Contracts or commitments to December 31make any capital expenditures in excess of $30,000; (d) encumbered any of the Assets with any Security Interest, 2006other than Security Interests imposed by operation of law; (e) sold, through transferred or leased any Asset or Assets outside of the date hereof: Ordinary Course of Business individually or in the aggregate having a replacement cost in excess of $30,000, or canceled or compromised any receivable or material claims, except in each case, for the sale of inventory in the Ordinary Course of Business; (af) there has not been sold, assigned, transferred or granted any Material Adverse Effect on rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset owned by the Company; (bg) amended or terminated any material Contracts; (h) waived or released any other rights of material value to the Company; (i) declared or paid any dividend on its capital stock, or set apart any money for distribution to or for its Shareholders, other than the Cash Distribution salary and reimbursement of expenses consistent with past practices and amounts disclosed to be made pursuant to Section 5.12(aBuyer; (j) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend onentered into, or other distribution (whether in cash, stock or property) in respect amended the terms of, any of the Company’s employment or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights consulting agreement so as to acquire any cause such shares or other securities; (c) there has agreement to not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received be terminable by the Company on its own behalf, whether or not in connection with the Merger, or less than 30-days notice without material liability to the Knowledge Company; or (k) incurred any indebtedness for borrowed money or guaranteed any indebtedness of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementanother Person.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection ------------------------------------ the Company SEC Documents filed with this Agreement, between December 31, 2006 and the SEC prior to the date of this Agreement, (i) the Company and its Subsidiaries have conducted not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business or that would result in a Material Adverse Effect on the Company, (ii) the Company and its Subsidiaries have not sustained any loss or interference with their business only or properties from fire, flood, earthquake, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company, (iii) there has been no change in the capital stock of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (iv) there has not been (A) any adoption of a new Company Plan (as hereinafter defined), (B) any amendment to a Company Plan materially increasing benefits thereunder, (C) any granting by the Company or any of its Subsidiaries to any executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation, except in the ordinary course of business consistent with past practice. Since December 31, 2006 through prior practice or as was required under employment agreements in effect as of the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or most recent audited financial statements included in the aggregate with respect to Company SEC Documents, (D) any asset or property owned, leased or otherwise used granting by the Company or any of its Subsidiaries, whether Subsidiaries to any such executive officer or not covered by insurance. Subsequent to December 31, 2006, through other key employee of any increase in severance or termination agreements in effect as of the date hereof: (a) there has not been any Material Adverse Effect on of the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by most recent audited financial statements included in the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside SEC Documents or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (eE) except as set forth in Section 2.9 3.7(iv)(E) of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement with any such executive officer or other key employee, (orally, v) there has not been any material changes in writing the amount or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to terms of the indebtedness of the Company or and its Subsidiaries; Subsidiaries from that described in the 1998 Company Annual Report, and (gvi) except as set forth in Section 2.9 3.7(vi) of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company no event causing a Material Adverse Effect on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, nor any development that would, individually or in the aggregate, result in a Material Adverse Effect on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementCompany.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreementas set forth on Schedule 4.3, between since December 31, 2006 and 2004 there has not been any failure of Seller to carry on diligently the date operation of this Agreement, the Company and its Subsidiaries have conducted their business only SBG in the ordinary course of business consistent so as to keep available to Buyer the services of the Business Employees and to preserve for Buyer the Purchased Assets and the goodwill of third parties having business dealings with past practiceSBG. Since Notwithstanding the foregoing, except as set forth on Schedule 4.3, since December 31, 2006 through 2004 and as the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect following relates to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereofSBG: (a) no Material Contracts other than customer Contracts have expired or terminated by their terms, or have been amended, rescinded or terminated and there has not been any Material Adverse Effect on no material change to the Companyform customer Contracts provided to SBG customers; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there Seller has not been any declarationsold, setting aside transferred or payment disposed of any dividend onor agreed to sell, transfer or other distribution (whether in cash, stock or property) in respect dispose of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights assets related to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries SBG other than in the ordinary course of business consistent with past practicebusiness; (fc) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there Seller has not been acquired any material Tax election made or any material Tax claim, audit or assessment settled, assets used in each case, other than connection with SBG except in the ordinary course of business consistent business, nor acquired or merged with past practiceany other business; (d) no material asset of Seller used in connection with SBG has been destroyed, damaged or any Tax ruling or arrangement applied for or received by the Company on its own behalf, otherwise lost (whether or not covered by insurance) in connection with a manner that would have a material and adverse affect on the Merger, Purchased Assets; (e) there has been no waiver or amendment of any material right relating to SBG; (f) no increases have been made to the salary or other compensation payable or to the Knowledge become payable to any Business Employee or former employee of the Company, on behalf of SBG and Seller has not obligated itself or its affiliates to pay any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementbonus or other additional salary or compensation to any Business Employee; (g) there has been no agreement to take any action described above; and (h) there has been no Material Adverse Effect.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with this Agreement, between December 31, 2006 and the Exchange Act Reports filed prior to the date of this Agreementhereof since September 30, 2003, the Company and each of its Subsidiaries has not: (a) suffered any change, including any casualty, to its assets, in its business, operations or financial position, except such changes which, in the aggregate, are not reasonably likely to have a Company Material Adverse Effect, (b) conducted their its business only in any material respect not in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, practice or (c) except as disclosed in Section 2.9 of the Company Disclosure Letteris not reasonably likely, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect aggregate, to any asset or property owned, leased or otherwise used by the have a Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on (i) incurred any indebtedness or issued any debt securities or assumed or guaranteed the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment obligations of any other Person, (ii) declared, set aside for payment or paid any dividend on, or other distribution (whether in cash, stock stock, property or propertyany combination thereof) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities equity of the Company or redeemed or otherwise acquired any interests of equity of the Company, (iii) sold, transferred or otherwise disposed of any of its Subsidiaries material property or assets, (iv) increased in any manner the rate or terms of compensation of any of its directors or officers, (v) paid or agreed to pay any pension, retirement allowance or other employee benefit not required by law or any options existing plan or other agreement or arrangement to any such director, officer or employee, whether past or present, (other than Company Share Options in vi) entered into or amended any employment, bonus, severance or retirement contract for employees of the ordinary course of business consistent with past practice)Company, warrants(vii) suffered any work stoppage or labor dispute, calls or rights (viii) acquired or agreed to acquire any such shares interest in any corporation, partnership, limited liability company or other securities; (c) there has not been any split, combination or reclassification of any of entity. To the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by Knowledge, the Company and its Subsidiaries have not incurred any material liabilities in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as connection with the items set forth in Section 2.9 3.6(b) of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of and the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as representation set forth in Section 2.9 of this sentence shall not be qualified by any matter set forth in the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with this AgreementSection 3.7 of the Company Letter, between from December 31, 2006 and 2001 through the date of this Agreement, (a) the Company and its Subsidiaries have conducted their business only not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business consistent with past practice. Since December 31or that would reasonably be expected to result in a Company Material Adverse Effect, 2006 through the date hereof, except as disclosed in Section 2.9 of (b) the Company Disclosure Letterand its Subsidiaries have not sustained any loss or interference with their business or properties from fire, there has not been any damageflood, destruction windstorm, accident or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, calamity (whether or not covered by insurance. Subsequent ) that has had or that would reasonably be expected to December 31have a Company Material Adverse Effect, 2006(c) there has been no change in the capital stock of the Company and no dividend or distribution of any kind declared, through paid or made by the date hereof: Company or by Xxxxxxxx Export on any class of its stock, except for regular quarterly cash dividends declared or paid on Company Common Stock, Company 7 1/2% Preferred or the common stock of Xxxxxxxx Export, (ad) there has not been (i) any Material Adverse Effect on the Company; (b) other than the Cash Distribution payment or agreement to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been pay any declaration, setting aside or payment compensation of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options nature whatsoever (other than Company Share Options pursuant to any agreement as in effect on the date hereof or otherwise in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; award or grant under any Company Plan (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth defined in Section 2.9 of 3.12(h)) as in effect on the Company Disclosure Letterdate hereof, there has not been to any sale, license officer or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or of any of its Subsidiaries as of the date hereof has communicated to Subsidiaries, (ii) any granting by the Company or any of its Subsidiaries to any such officer or key employee of any severance or termination award or (orally, in writing or otherwiseiii) an intent to terminate or otherwise significantly decrease his or her contribution to any entry by the Company or any of its Subsidiaries; Subsidiaries into any employment, severance or termination agreement with any such officer or key employee, (e) there would have been no breach by the Company of Section 4.1, assuming that such Section and this Agreement had been in effect since such date in accordance with their respective terms and (gf) except as set there has been no other event causing a Company Material Adverse Effect, nor any development that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect. Set forth in Section 2.9 3.7 of the Company Disclosure LetterLetter is a list of the indebtedness of the Company and its Subsidiaries as of the date of this Agreement, there has excluding any indebtedness in an amount not been greater than $1 million individually or $5 million in the aggregate, and a summary of any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than changes in the ordinary course terms of business consistent with past practicesuch indebtedness between December 31, or any Tax ruling or arrangement applied for or received by 2001 and the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge date of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof2004, except as set forth in Schedule 3.8 hereto or as disclosed in Section 2.9 any of the Company Disclosure LetterFinancial Statements, (a) HTO and the Partnerships have operated only in the Ordinary Course of Business, and (b) there has have not been any damagechanges in the Business or results of operations of HTO or the Partnerships or any other events, destruction conditions or other casualty loss in excess of $1.0 million circumstances that have, or would reasonably be expected to have, individually or in the aggregate aggregate, a Material Adverse Effect. In addition, since December 31, 2004 and through the date hereof (a) neither HTO nor any Partnership has sold, assigned, transferred, leased, licensed or disposed of any of its material assets or properties and neither Seller nor any of its Subsidiaries has taken any such action with respect to the Acquired Assets other than the sale of inventory and obsolete or worn-out equipment, in each case in the Ordinary Course of Business; (b) neither HTO nor any asset Partnership has made any acquisition of any Person or property owned, leased other business organization or otherwise used by the Company or division thereof; (c) neither HTO nor any Partnership has subjected any of its Subsidiariesassets to any Encumbrance and neither Seller nor any of its Subsidiaries has taken any such action with respect to the Acquired Assets, whether except for Permitted Encumbrances; (d) neither HTO nor any Partnership has amended or not covered by insurance. Subsequent authorized any amendment to December 31, 2006, through its Organizational Documents; (e) neither HTO nor any Partnership has materially changed or modified the date hereof: commission or sales quota applicable to or the compensation payable to any employee; (af) there has not been any Material Adverse Effect on (i) increase in the Company; (b) compensation or fringe benefits of any Transferred Employee, other than increases in salary in the Cash Distribution to be made pursuant to Section 5.12(aOrdinary Course of Business and reflected in Schedule 3.19(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment (ii) grant of any dividend onseverance or termination pay to any Transferred Employee, (iii) loan or advance of money or other distribution property to any present or former employee of HTO or a Partnership, other than expense advances in the Ordinary Course of Business, (whether in cashiv) establishment, stock adoption, entrance into, amendment or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company termination of any of the Company’s share capital Seller Plan or any other securities of the Company or its Subsidiaries or any options collective bargaining agreement (other than Company Share Options as may be required by the terms of an existing Seller Plan or collective bargaining agreement, or as may be required by applicable law or in order to qualify under Sections 401 and 501 of the ordinary course of business consistent with past practiceCode), warrants, calls or rights to acquire any such shares or other securities; (cv) there has not been any split, combination or reclassification grants of any of the Company’s equity or equity-based awards to any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles present or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key former employee of the Company HTO or its Subsidiaries as a Partnership; or (g) none of the date hereof has communicated to the Company HTO, any Partnership or Seller or any of its Subsidiaries (orally, as applicable) has become obligated in writing or otherwise) an intent otherwise agreed to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 take any of the Company Disclosure Letteractions specified in subparagraphs (a) through (e) above. Since December 31, 2004, there has not been (i) any material Tax election made damage, destruction, or loss to any material Tax claimassets or properties that has, audit or assessment settledwould reasonably be expected to have, in each case, other than individually or in the ordinary course of business consistent with past practiceaggregate, a Material Adverse Effect or (ii) any Tax ruling change in the accounting principles or arrangement applied for practices used by HTO or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementPartnerships.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with this Agreement, between December 31, 2006 and the Company SEC Documents filed prior to the date of this Agreementhereof, since June 30, 1995, the Company and its Subsidiaries have conducted their business only not incurred any material liability, except in the ordinary course of their business consistent with their past practicepractices, nor has there been any change, or any event involving a prospective change, in the Condition of the Company or any of its Subsidiaries which has had, or is reasonably likely to have, a Material Adverse Effect on the Company. Since December 31Without limiting the generality of the foregoing, 2006 through the date hereofsince such date, except as disclosed set forth in Section 2.9 of the Company Disclosure LetterSchedule, there has not been any change in any of the licenses, permits or franchises of the Company or any Subsidiary thereof that has had or can reasonably be expected to have a Material Adverse Effect on the Company individually or in the aggregate, or any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, (whether or not covered by insurance. Subsequent ) that has had or can reasonably be expected to December 31, 2006, through the date hereof: (a) there has not been any have a Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options except in the ordinary course of business consistent with past practice)business, warrantsany amendment, calls modification or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification termination of any existing, or entering into any new contract, agreement, plan, lease, license, permit or franchise that is material to the Condition of the Company’s or , any of its Subsidiaries’ share capital; (d) there has not been any change disposition by the Company in its accounting methodsor a Subsidiary thereof, principles or practicesof an asset that is material to the Company, except as required by changes in GAAP; (e) except as set forth in Section 2.9 sales of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than properties in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledgebusiness, no key employee of the or entering into any new employment agreement or bonus arrangement or Company or its Subsidiaries as of the date hereof has communicated to Benefit Plan by the Company or any Subsidiary thereof, or any increase by the Company or any Subsidiary in the rate of compensation or the benefits payable or to become payable to any officer or other employee in excess of 5% per annum or to any agent or consultant in excess of the current customary practice of the Company and its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received otherwise expressly contemplated by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge terms of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement).

Absence of Certain Changes or Events. Except for liabilities incurred in connection with as ------------------------------------ contemplated by this Agreement, between December 31, 2006 and as disclosed in Schedule 6.6 of the Company Disclosure Schedule or in any of the Company SEC Reports filed prior to the date of this Agreement, there have not been (i) since June 30, 1997, any transactions, commitments, disputes, events, damage, destruction or losses, whether or not covered by insurance, or any development or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) individually or in the aggregate having, or which could reasonably be expected to have, a Company Material Adverse Effect, (ii) since December 31, 1996 (A) any entry into any commitment or transaction material to the Company and its Subsidiaries have conducted their business only Subsidiaries, taken as a whole, including, without limitation, any borrowing or sale of assets) except in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been practice or (B) any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used action taken by the Company or its Board of Directors in connection with the adoption or implementation of any of its Subsidiariesplan or arrangement or the entry into any agreement (x) principally intended to discourage an Other Acquisition Transaction, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (ay) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and which the repurchase by the Company of 274,776 of its Ordinary Sharesofficers, there has not been any declaration, setting aside directors or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities employees of the Company or its Subsidiaries have been granted any benefits payable or distributable upon severance or upon a change of control of the Company or pursuant to which any options rights held by such persons have been accelerated to occur or vest at or prior to a change of control, including without limitation any amendments to, modifications of, or elections of other rights under existing benefit plans (other than Company Share Options including the Outstanding Options) or (iii) since June 30, 1997, any change or condition (financial or otherwise) of any character (whether or not in the ordinary course of business consistent with past practicebusiness) individually or in the aggregate having, or which could reasonably be expected to have, a Company Material Adverse Effect (other than changes or conditions in the oil and gas industry, including changes in the prices realized or to be realized from the sale of oil or gas, which have a general effect on, or which could reasonably be expected to have a general effect on, the business, assets, condition (financial or otherwise), warrants, calls liabilities or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification operations of any of companies in the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company oil and gas industry). Except as disclosed in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 Schedule 6.6 of the Company Disclosure LetterSchedule, there since April 30, 1997, the Company has not been paid or declared any saledividends or distributions to any holder of shares of its capital stock or any holder of securities exercisable for, license or other transfer convertible into, any shares of any material assets its capital stock. The aggregate principal amount of indebtedness outstanding under the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of Revolving Credit Facility on the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementAgreement is $66.0 million.

Absence of Certain Changes or Events. Except for liabilities incurred Since June 30, 2021, except as otherwise reflected in connection with the Annual Financial Statements or Interim Financial Statements, or as expressly contemplated by this Agreement, between December 31, 2006 and the date of this Agreement, (a) the Company and its the Company Subsidiaries have conducted their business only respective businesses in all material respects in the ordinary course and in a manner consistent with past practice, other than due to any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority; (b) no Company Group Member has sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets (including Company-Owned IP) other than revocable non-exclusive licenses (or sublicenses) of Company-Owned IP granted in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the business; (c) there has not been a Company Disclosure Letter, Material Adverse Effect; (d) there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiariesloss, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: that would have a Material Adverse Effect; (ae) there has not been any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (f) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect on Effect; (g) there has not been any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (h) there has not been any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) there has not been any resignation or termination of employment of any officer or key employee of the Company; (bj) other than there has not been any mortgage, pledge, transfer of a security interest in, or lien, created by the Cash Distribution Company, with respect to be any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (k) there has not been any loans or guarantees made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 to or for the benefit of its Ordinary Sharesemployees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (l) there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital stock, or any direct or indirect redemption, purchase, or other securities acquisition of any of such stock by the Company; (m) there has not been receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company Company; (n) there has not been to the Company’s knowledge, any other event or its Subsidiaries or condition of any options (character, other than Company Share Options events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securitiesa Material Adverse Effect; (co) there has not been any splitarrangement or commitment by the Company to do any of the things described in this Section 4.08; and (p) no Company Group Member has taken any action that, combination or reclassification if taken after the date of this Agreement, would constitute a material breach of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as covenants set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement6.01.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreementas contemplated by Section 6.2(l) or as set forth on Schedule 4.10, between December since October 31, 2006 and 1995, Bank has not declared, set aside or paid any dividend or other distribution with respect to, or repurchased any Equity Investments in, Bank. Except as set forth in Schedule 4.10 or as consented to by Buyer in writing, during the date period from October 31, 1995 to the Closing Date, (a) neither Bank nor the Bank Subsidiaries has: (i) mortgaged, pledged or subjected to any Encumbrance or lease any of this Agreementthe Real Property, the Company and its Subsidiaries have conducted their business only or permitted or suffered any such asset to be subjected to any Encumbrance or lease, except in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Companybusiness; (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practicebusiness, (A) increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, Employee, or director from the amount in effect as of October 31, 1995, or granted any severance or termination pay, (B) entered into any contract to make or grant any severance or termination pay, or (C) paid any bonus to any such person; (fiii) suffered any strike, work stoppage, slow-down, or other labor disturbance at the Branches or Operating Sites; (iv) amended, canceled or terminated any agreement relating to the Company’s KnowledgeTechnology Systems, no key employee of the Company Software or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orallyIntellectual Property, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practicebusiness; (v) changed its accounting principles, practices or methods except as required by any change in Applicable Law, GAAP or regulatory accounting principles; (vi) engaged in any material sale or purchase of assets, entered into, amended, or terminated any Tax ruling Material Contract, or arrangement applied engaged in any other material transaction other than for fair value in the ordinary course of business; or received by (vii) incurred any damage, destruction or loss to any of the Company assets of Bank and the Bank Subsidiaries which has had or may be reasonably expected to have, individually or in the aggregate, a material adverse effect on its own behalfBank and the Bank Subsidiaries taken as a whole; and (b) no event has occurred or has failed to occur which has had or is reasonably expected to have, whether individually or not in the aggregate with any other event(s), a material adverse effect on Bank and the Subsidiaries taken as a whole, provided, however, that for purposes of this Section 4.10, no such material adverse effect shall be deemed to have occurred as a result of (i) any change in Applicable Law, GAAP or regulatory accounting principles, (ii) changes in thrift laws or regulations, or interpretations thereof, that affect the thrift industry generally or changes in the general level of interest rates unless such change affects Bank to a materially greater extent than thrift institutions generally, (iii) or any assessment imposed on the Bank in connection with the Mergerrecapitalization of the Savings Association Insurance Fund of the FDIC, or to (iv) the Knowledge write-off of any goodwill on the books of Bank and the Bank Subsidiaries as a result of the Company, on behalf execution and delivery of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between From December 31, 2006 2002 to the date hereof (except as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2002 or in its other Regulatory Filings (including the notes thereto) filed after December 31, 2002 and prior to the date of this Agreement), the Company it and its Subsidiaries have conducted their business only businesses in the ordinary course of business consistent with past practice. Since practice and, since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter2002, there has not been (1) any damagechange, destruction event, or other casualty loss in excess of $1.0 million development that, individually or in the aggregate aggregate, has had or would be reasonably likely to have a Material Adverse Effect with respect to any asset or property owned, leased or otherwise used by the Company or any of it and its Subsidiaries, whether taken as a whole, (2) any change, event or not covered by insurance. Subsequent development that would, individually or in the aggregate, reasonably be expected to December 31prevent it from performing its obligations under this Agreement or consummating the transactions contemplated hereby, 2006, through the date hereof: (a3) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, payment or setting aside or for payment of any dividend on, or other distribution (whether in cash, stock or propertyproperty or any combination thereof) in respect of its capital stock, other than dividends or distributions by any of its wholly owned Subsidiaries to it or another of its wholly owned Subsidiaries, any sale, transfer, mortgage, pledge or other disposition of (or grant of permission for any of the foregoing), or encumbrance on, any assets or properties, real, personal or mixed, material to it and its Subsidiaries taken as a whole, (5) any increase in any manner of the compensation of any of its or any of its Subsidiaries' officers, directors or Employees, or entrance into, establishment, amendment or termination of any Benefits Arrangement with, for or in respect of, any of the Company’s or any of its Subsidiaries’ share capitalofficer, director, or any purchase, redemption or other acquisition by the Company Employee of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company it or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution other than pursuant to the Company terms of agreements in effect prior to December 31, 2002 or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or (6) the entering into of any Tax ruling agreement or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or commitment to the Knowledge do any of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementforegoing.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with this Agreement, between December 31, 2006 the SEC Filings filed and publicly available prior to the date of this Agreementhereof, since August 30, 1997, the Company and its Subsidiaries have conducted their business only respective businesses in the ordinary course of business consistent with past practice. Since December 31, 2006 through practice and as of the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, hereof there has not been (i) any damagecondition, destruction event or other casualty loss in excess of $1.0 million occurrence that, individually or in the aggregate with respect to any asset or property ownedaggregate, leased or otherwise used by the has resulted in a Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; Effect, (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any of the Company’s or any of its Subsidiaries’ share capital's capital stock, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (ciii) there has not been any split, combination or reclassification of any of the Company’s its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiaries’ share capital; capital stock, (div) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes reflected in GAAP; (e) Schedule 4.3 and except as set forth in Section 2.9 of the Company Disclosure Letteron Schedule 4.9, there has not been (x) any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to granting by the Company or any of its Subsidiaries (orally, in writing to any executive officer or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to other key employee of the Company or any of its Subsidiaries; and (g) Subsidiaries of any increase in compensation, except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than for normal increases in the ordinary course of business consistent with past practice, or (y) any Tax ruling or arrangement applied for or received granting by the Company on or any of its own behalfSubsidiaries to any such executive officer of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of August 30, 1997 or (z) any entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement with any such executive officer except in the ordinary course of business consistent with past practice, (v) any damage, destruction or loss, whether or not in connection with the Mergercovered by insurance, that has had or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, will have a Company Material Adverse Effect or (vi) except as explicitly contemplated required by a change in this Agreementgenerally accepted accounting principles, any change in accounting methods, principles or practices except as required by generally accepted accounting principles.

Absence of Certain Changes or Events. Except for liabilities incurred as described in connection with this Agreementthe ------------------------------------ Company SEC Reports or as disclosed in Section 5.2(j) of the Company -------------- Disclosure Schedule, between December 31since June 30, 2006 2001, and through the date of hereof, except with respect to the actions contemplated by this Agreement, the Credit Agreement, the Loan Documents or the Reseller Agreement, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course of business and in a manner consistent with past practice. Since December 31practice and, 2006 since such date and through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (ai) there has not been any Material Adverse Effect on the Company; , (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by any damage, destruction or loss of assets of the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capitalSubsidiaries (whether or not covered by insurance) that has had or would reasonably be expected to have, individually or any purchasein the aggregate, redemption or other acquisition by the Company of any of a Material Adverse Effect on the Company’s share capital or , (iii) any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any material change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (eiv) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of revaluation by the Company or any of its Subsidiaries of any of its assets, including, without limitation, writing down the value of capitalized software or inventory or deferred tax assets or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practicebusiness; (fv) any labor dispute or charge of unfair labor practice (other than routine individual grievances), that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company’s Knowledge, no key any activity or proceeding by a labor union or representative thereof to organize any employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries or any campaign being conducted to solicit authorization from employees to be represented by such labor union in each case that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company; (orally, in writing or otherwisevi) an intent to terminate or otherwise significantly decrease his or her contribution to any waiver by the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with Subsidiaries of any rights of material value; or (vii) any other action or event that would have required the Merger, except as explicitly contemplated in consent of Parent pursuant to Section 6.1 (other than ----------- subsection (n) thereof) had such action or event occurred after the date of this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 and Since the ------------------------------------ date of this Agreementthe Annual Balance Sheet, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31except for any damages, 2006 through the date hereofliabilities, except as disclosed in Section 2.9 of the Company Disclosure Letteragreements, there has not been any damageliens, destruction indebtedness, transactions or other casualty loss in excess events of $1.0 million any kind that would not, individually or in the aggregate aggregate, have a material adverse effect on the Animal Health Business or the Companies, taken as a whole, or on any Major Business or Technology, and except for the Reorganization, the Excluded Assets Reorganization or the Excluded Liabilities Reorganization, (i) none of the Companies has incurred any liability or obligation (indirect, direct or contingent), or entered into or modified any agreement or other transaction; (ii) none of the Companies has sustained any loss, destruction or interference with respect to any asset its business or property ownedproperties from fire, leased flood, windstorm, accident or otherwise used by the Company other calamity or any of its Subsidiaries, casualty (whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: ); (aiii) there has not been any Material Adverse Effect on no change in the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company indebtedness of any of the Company’s share capital Companies; (iv) none of the assets of the Companies has been subjected to any liens; (v) none of the Companies has made any change in any method of accounting or accounting practice; (vi) none of the Companies has sold, transferred, leased, subleased, licensed or otherwise disposed of, to any third party, any properties or assets; (vii) none of the Companies (x) has entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any employee, (y) has increased benefits payable under existing severance or termination pay policies or employment agreements, or (z) has increased compensation, bonus or other benefits payable to employees, other than "stay" bonuses or any other securities bonuses or payments deemed reasonably necessary by the Sellers in connection with the transactions contemplated herein (all of which such bonuses and payments are set forth on Schedule 4.1.9(vii)); (viii) except for expenditures in accordance with a previously approved capital plan, none of the Company Companies has made any capital expenditures, or its Subsidiaries commitment for a capital expenditure, for additions or any options (improvements to property, plant and equipment, other than Company Share Options those that are not in excess of $100,000 individually or $500,000 in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securitiesaggregate; (cix) there has not been any split, combination or reclassification of any none of the Company’s or any of its Subsidiaries’ share capital; (d) there Companies has not been any change by the Company in its accounting methodsagreed, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, whether in writing or otherwise) an intent , to terminate or otherwise significantly decrease his or her contribution to do any of the Company or its Subsidiaries; and (g) foregoing, except as set forth in Section 2.9 expressly contemplated by this Agreement; (x) none of the Company Disclosure Letter, there Companies has not been suffered any material Tax election made or any material Tax claim, audit or assessment settled, in each caselabor dispute, other than in the ordinary course of business consistent with past practiceroutine individual grievances, or any Tax ruling activity or arrangement applied for proceeding by a labor union, works council or received by the Company on its own behalf, whether or not in connection with the Mergerrepresentative thereof to organize any employees, or any lockouts, strikes, slowdowns, picketing, work stoppages or threats thereof by or with respect to the Knowledge such employees; (xi) none of the CompanyCompanies has sold, on behalf assigned or otherwise disposed of or paid a dividend of any of its shareholders in connection material assets except to replace the same with assets of substantially equivalent type and value; and (xii) none of the Companies has transferred, granted or knowingly terminated any rights under any licenses, patents, trademarks, trade names, service marks or copyrights. Since the date of the Annual Balance Sheet, to Sellers' Knowledge, no supplier, agent, vendor, customer, licensee or licensor has threatened to withdraw from any contract or arrangement with the MergerCompanies, except for any such contracts or arrangements which, individually or in the aggregate, would not be material to the Animal Health Business or the Companies, taken as explicitly contemplated a whole, or to any Major Business or Technology. Since the date of the Annual Balance Sheet, to Sellers' Knowledge, no entity for which the Companies act as a distributor or supplier has threatened to withdraw from, or materially change, any agreement with the Companies, except for any such contracts or arrangements which, individually or in this Agreement.the aggregate, would not be material to the Animal Health Business or the Companies, taken as a whole, or to any Major Business or Technology. 4.1.10

Absence of Certain Changes or Events. Since the Cutoff Date, the Company has used all reasonable efforts consistent with normal business practice to preserve the business organization of the Company intact, and to keep available to the Company the services of all current officers and employees of the Company. Company has used all reasonable efforts consistent with normal business practice to preserve the goodwill of the suppliers, customers, employees and others having business relations with the Company as of such date. Except for liabilities incurred as set forth in connection with this AgreementSchedule 4.13, between since December 31, 2006 and 2005, no customer of the date Company whose purchases represented more than 5% of this Agreementthe Company's sales during 2005 has disclosed to the Company any plan or intention to reduce or terminate its volume of purchases from the Company or change the nature or way of doing its business with the Company. Since the Cutoff Date, the Company has conducted its Business in the ordinary course, in a manner consistent with normal business practice, has maintained its rates and charges without reduction and has maintained its Subsidiaries assets and properties in a manner consistent with normal business practice, ordinary wear and tear excepted. Except as set forth on Schedule 4.13, since the Cutoff Date, the Company has not: (a) suffered any material adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have conducted their business only had, or might reasonably be expected to have, a material adverse effect on the financial condition or results of operations of the Business, taken as a whole; (b) incurred damage to or destruction of any Asset or Assets individually or in the aggregate having a replacement cost in excess of $50,000 whether or not covered by insurance; (c) incurred any obligation or liability (fixed or contingent) not in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million 50,000; (d) made or entered into contracts or commitments to make any capital expenditures in excess of $50,000; (e) encumbered any of the Assets with any Security Interest in addition to Security Interests in existence as of the Cutoff Date other than Security Interests imposed by operation of law; (f) sold, transferred or leased any Asset or Assets individually or in the aggregate having a replacement cost in excess of $50,000, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any asset licenses, agreements, patents, inventions, trademarks, trade names, copyrights or property owned, leased formulae or otherwise used by the Company with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any contracts, agreements, leases or arrangements which otherwise would have been required to be set forth on Schedule 4.17 hereto; (i) waived or released any other rights of its Subsidiaries, whether or not covered by insurance. Subsequent material value to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (bj) declared or paid any dividend on its capital stock, or set apart any money for distribution to or for its Shareholders other than salary expected to become due under the Cash Distribution Employment Agreements and there is set forth on Schedule 4.13 a list of all distributions made to be made pursuant to Section 5.12(athe Shareholders and not reflected in the Financial Statements as of December 31, 2005; (k) and the repurchase redeemed any portion of its capital stock; (1) entered into any employment or consulting agreement not terminable by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of on less than 30-days notice without material liability to the Company or its Subsidiaries amended the terms of any employment or consulting agreement in a manner adverse to the Company; (m) incurred any options indebtedness for borrowed money or guaranteed any such indebtedness of another Person, in addition to the Company's indebtedness, including without limitation pursuant to the Credit Documents, as of the Cutoff Date or (other than Company Share Options n) entered into any transactions not in the ordinary course of business consistent with past practice)which would, warrants, calls individually or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to aggregate, materially adversely affect the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementBusiness.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with Schedule 2.05 or reflected in the May 31, 2000 Balance Sheet or permitted or contemplated by this Agreement, between December since May 31, 2006 and the date of this Agreement2000, the Company and has not (a) suffered any material damage, destruction or casualty loss to its Subsidiaries have conducted their business only physical properties; (b) incurred or discharged any material obligation or liability or entered into any other material transaction except in the ordinary course of business; (c) suffered any material adverse change in the business, financial condition, assets, liabilities, prospects, operations or results of operations of the Company; (d) increased the rate or terms of compensation payable or to become payable by the Company to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees, except in each case increases occurring in the ordinary course of business consistent in accordance with past practice. Since December 31its customary practices (including normal periodic performance reviews and related compensation and benefit increases) or as required by any pre-existing Commitment identified in Schedule 2.08; (e) consummated, 2006 through the date hereofor agreed to consummate, except as disclosed in Section 2.9 of the Company Disclosure Letterany sale, there has not been any damage, destruction lease or other casualty loss in excess of $1.0 million individually transfer or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment disposition of any dividend on, material properties or other distribution (whether in cash, stock or property) in respect of, any of assets except for the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company sale of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options assets in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification and except for the sale of any assets that, in the reasonable judgment of the Company’s , has become uneconomic, obsolete or worn out; (f) incurred, assumed or guaranteed any indebtedness for borrowed money; (g) granted any mortgage, pledge, lien or encumbrance on any of its Subsidiaries’ share capitalmaterial properties or assets; (dh) there has not been any change by the Company in its accounting methodsentered into, principles amended or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of terminated any material assets of the Company Commitment, or its Subsidiaries other than waived any material rights thereunder except in the ordinary course of business consistent with past practicebusiness; or (fi) made any grant of credit to any customer or distributor on terms or in amounts materially more favorable than those that have been extended to such customer or distributor in the Company’s Knowledgepast, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business business. Since May 31, 2000, the Company has been operated in all material respects in the ordinary course in a manner consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection the Company SEC Documents filed with this Agreement, between December 31, 2006 and the SEC prior to the date of this Agreement, since January 28, 1995, (A) the Company and its Subsidiaries have conducted their business only not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business consistent with past practice. Since December 31or that would result in a Material Adverse Effect on the Company, 2006 through excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the date hereof, except as disclosed industries in Section 2.9 which the Company and Subsidiaries of the Company Disclosure Letterare involved and except for any such changes or effects resulting from this Agreement, there has the transactions contemplated hereby or the announcement thereof; (B) the Company and its Subsidiaries have not been sustained any damageloss or interference with their business or properties from fire, destruction flood, windstorm, accident or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, calamity (whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there that has not been any had a Material Adverse Effect on the Company; (bC) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase any indebtedness incurred by the Company of 274,776 of its Ordinary Sharesafter the date hereof as permitted by Section 4.1(b)(vi), there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether no material change in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities consolidated indebtedness of the Company and its Subsidiaries, and no dividend or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification distribution of any of the Company’s kind declared, paid or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on any class of its own behalf, whether or not in connection with the Merger, or to the Knowledge of stock; and (D) there has been no event causing a Material Adverse Effect on the Company, on behalf excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which the Company and Subsidiaries of the Company are involved and except for any of its shareholders in connection with the Merger, except as explicitly contemplated in such changes or effects resulting from this Agreement, the transactions contemplated hereby or the announcement thereof.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreementas set forth on Schedule 3.6 of the Disclosure Schedule, between since December 3127, 2006 and the date of this Agreement1997, (A) the Company and its Subsidiaries have conducted their business only not entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business consistent with past practice. Since December 31or that would result in a Material Adverse Effect on the Company, 2006 through excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the date hereof, except as disclosed industries in Section 2.9 which the Company and Subsidiaries of the Company Disclosure Letterare involved and except for any such changes or effects resulting from this Agreement, there has the transactions contemplated hereby or the announcement thereof; (B) the Company and its Subsidiaries have not been sustained any damageloss or interference with their business or properties from fire, destruction flood, windstorm, accident or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, calamity (whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there that has not been any had a Material Adverse Effect on the Company; (bC) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase any indebtedness incurred by the Company of 274,776 of its Ordinary Sharesafter the date hereof as permitted by Section 4. l(b)(v), there has not been no material change in the consolidated indebtedness of the Company and its Subsidiaries, and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock; (D) there has been no event causing, or reasonably likely to cause, a Material Adverse Effect on the Company, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which the Company and Subsidiaries of the Company are involved and except for any such changes or effects resulting from this Agreement, the transactions contemplated hereby or the announcement thereof; (E) except as permitted by this Agreement, there has been no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock, or any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) by the Company in respect of, any of the Company’s or any of its Subsidiaries’ share capital's capital stock, or any purchase, redemption or other acquisition by the Company issuance of any shares of capital stock of the Company’s share capital , or any granting to any person of any option to purchase or other securities right to acquire shares of capital stock of the Company or its Subsidiaries any stock split or any options (other than Company Share Options change in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securitiesCompany's capitalization; (cF) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by neither the Company in its accounting methods, principles nor any Subsidiary has entered into or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been agreed to enter into any sale, license new or other transfer of amended contract with any material assets labor unions representing employees of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practiceany subsidiary; (fG) neither the Company nor any Subsidiary has entered into or agreed to enter into any new or amended contract with any of the officers thereof or otherwise increased the compensation payable to the Company’s Knowledge, no key employee of the Company officers or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.20

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection the Company SEC Documents filed with this Agreement, between December 31, 2006 and the SEC prior to the date of this AgreementAgreement or as set forth in Section 3.8 of the Company Letter, since June 30, 1998, the Company and its Subsidiaries have conducted their respective business in all material respects only in the ordinary course and (A) the Company and its Subsidiaries have not incurred any liability or obligation (indirect, direct or contingent) that would result in a Material Adverse Effect on the Company, or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business or that would result in a Material Adverse Effect on the Company, (B) the Company and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company, (C) there has been no change in the capital stock of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options, the Company Stock Purchase Plan or the Company Restricted Stock Plan and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (D) there has not been (v) any adoption of a new Company Plan (as hereinafter defined), (w) any amendment to a Company Plan materially increasing benefits thereunder, (x) any granting by the Company or any of its Subsidiaries to any executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation, except in the ordinary course of business consistent with past practice. Since December 31, 2006 through prior practice or as was required under employment agreements in effect as of the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or most recent audited financial statements included in the aggregate with respect to Company SEC Documents, (y) any asset or property owned, leased or otherwise used granting by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent Subsidiaries to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, such executive officer or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company any increase in severance or its Subsidiaries termination agreements in effect as of the date hereof has communicated to of the most recent audited financial statements included in the Company SEC Documents or (z) any entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement with any such executive officer or other key employee, (orally, in writing or otherwiseE) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than changes in the ordinary course amount or terms of business consistent with past practicethe indebtedness of the Company and its Subsidiaries from that described in the Company SEC Documents filed prior to the date hereof, or (F) any Tax ruling or arrangement applied for or received revaluation by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with material assets and (G) no Material Adverse Effect on the Merger, except as explicitly contemplated in this Agreement.Company has occurred. Section 3.9

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December Since March 31, 2006 and the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof2002, except as disclosed in Section 2.9 3.1(i) of the Company Disclosure LetterSchedule, there (A) each of the Company and the Company’s Subsidiaries has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or conducted its business in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: ordinary course; (aB) there has not been any change in the business, financial condition or results of operations of the Company or its Subsidiaries that has had, or is likely to have, a Material Adverse Effect on the Company; (bC) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase there has not been any entry by the Company or its Subsidiaries into any material employment agreement, severance agreement or termination agreement with any employee or officer of 274,776 of its Ordinary Shares, the Company; (D) there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, with respect to the capital stock or property) in respect of, any of the Company’s or Company nor has there been any of its Subsidiaries’ share capital, or any purchaserepurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of the Company’s share capital stock or any other securities of of, or other ownership interests in, the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securitiesSubsidiary; (cE) there has not been any splitmaterial change by the Company in accounting principles, combination practices or reclassification of any of the Company’s or any of its Subsidiaries’ share capitalmethods; (dF) there has not been any change material increase in the compensation payable or which could become payable by the Company and its Subsidiaries to their officers or key employees, or any amendment of any compensation and benefit plans resulting in its accounting methods, principles or practices, except as required by changes a material increase in GAAPpayments thereunder; (eG) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer amendment of any material assets term of the Company or its Subsidiaries other than in the ordinary course any outstanding security of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (gH) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made entry by the Company or its Subsidiaries into any material Tax claim, audit joint venture or assessment settled, in each caseother working arrangement with any Person; and (I) there has not been any issuance or agreement to issue shares of Company Common Stock, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by under the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementOption Plans.

Absence of Certain Changes or Events. (a) Except for liabilities incurred as disclosed in connection the Company SEC Documents filed with this Agreementthe SEC prior to the Amendment Date or as disclosed in Section 3.7(a) of the Company Letter, between since December 31, 2006 and the date of this Agreement, 2003 (i) the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31not incurred any liability or obligation (indirect, 2006 through the date hereofdirect or contingent), except as disclosed in Section 2.9 of the Company Disclosure Letterthat would, there has not been after taking into consideration any damagerelated benefits or value (indirect, destruction direct or other casualty loss in excess of $1.0 million contingent), individually or in the aggregate with respect to any asset or property ownedaggregate, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any have a Material Adverse Effect on the Company; (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of and its Ordinary SharesSubsidiaries have not sustained any loss or interference with their business or properties from fire, there has not been any declarationflood, setting aside or payment of any dividend onwindstorm, accident or other distribution calamity (whether or not covered by insurance) that has, individually or in cashthe aggregate, stock or property) in respect of, any of had a Material Adverse Effect on the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (ciii) there has not been any split, combination or reclassification of any of the Company’s 's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock or dividend or distribution of any kind declared, set aside, paid or made by the Company on any class of its Subsidiaries’ share capitalstock; (div) there has not been (x) any change granting by the Company in or any of its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been Subsidiaries to any sale, license or other transfer of any material assets officer of the Company or any of its Subsidiaries other than of any increase in compensation, except in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company 's prior practice or its Subsidiaries as was required under employment Contracts in effect as of the date hereof has communicated to of the most recent audited financial statements included in the Company SEC Documents, (y) any granting by the Company or any of its Subsidiaries to any employee of any increase in rights of severance or (orally, in writing or otherwisez) an intent to terminate or otherwise significantly decrease his or her contribution to any entry by the Company or any of its SubsidiariesSubsidiaries into any employment, severance or termination Contract with any employee; and (gv) except as set forth in Section 2.9 of through the Company Disclosure LetterAmendment Date, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent no Material Adverse Change with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or respect to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred as ------------------------------------ disclosed in connection the Company SEC Documents filed with this Agreement, between December 31, 2006 and the SEC prior to the date of this AgreementAgreement (but excluding (i) items disclosed under the heading "Factors That May Affect Our Business, Our Results of Operations and Our Stock Price" in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "Company Annual Report"), as filed with the SEC and similar disclosures elsewhere in the Company SEC Documents of the Company filed prior to the date hereof and (ii) items disclosed under the heading "Risk Factors" in the Annual Report on Form 10-K filed by Ether Sub for the year ended December 31, 2000 (the "Ether Sub Annual Report") and similar disclosures elsewhere in the Company SEC Documents of Ether Sub filed prior to the date hereof (collectively, the "Risk Factor Disclosures")) or as set forth in the Company Letter, since December 31, 2000, (A) the Company and its Subsidiaries have conducted not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business or that would result in a Material Adverse Effect on the Company, (B) the Company and its Subsidiaries have not sustained any loss or interference with their business only or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company, (C) there has been no change in the capital stock of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (D) there has not been (v) any adoption of a new Company Plan (as hereinafter defined), (w) any amendment to a Company Plan materially increasing benefits thereunder, (x) any granting by the Company or any of its Subsidiaries to any executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation, except in the ordinary course of business consistent with past practice. Since December 31, 2006 through prior practice or as was required under employment agreements in effect as of the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or most recent audited financial statements included in the aggregate with respect to Company SEC Documents, (y) any asset or property owned, leased or otherwise used granting by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent Subsidiaries to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, such executive officer or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company any increase in severance or its Subsidiaries termination agreements in effect as of the date hereof has communicated to of the most recent audited financial statements included in the Company SEC Documents or (z) any entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement with any such executive officer or other key employee, (orally, in writing or otherwiseE) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than change in the ordinary course amount or terms of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the indebtedness of the Company and its Subsidiaries from that described in the Company Annual Report (excluding the Risk Factor Disclosures) or the Ether Sub Annual Report (excluding the Risk Factor Disclosures) and (F) there has been no event causing a Material Adverse Effect on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, nor any development that would, individually or in the aggregate, result in a Material Adverse Effect on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementCompany.

Absence of Certain Changes or Events. (a) Except for liabilities incurred as disclosed in connection the Company SEC Documents filed with this Agreement, between December 31, 2006 and the SEC prior to the date of this AgreementAgreement or as disclosed in Section 3.7(a) of the Company Letter, since December 31, 2003 (i) the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31not incurred any liability or obligation (indirect, 2006 through the date hereofdirect or contingent), except as disclosed in Section 2.9 of the Company Disclosure Letterthat would, there has not been after taking into consideration any damagerelated benefits or value (indirect, destruction direct or other casualty loss in excess of $1.0 million contingent), individually or in the aggregate with respect to any asset or property ownedaggregate, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any have a Material Adverse Effect on the Company; (bii) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of and its Ordinary SharesSubsidiaries have not sustained any loss or interference with their business or properties from fire, there has not been any declarationflood, setting aside or payment of any dividend onwindstorm, accident or other distribution calamity (whether or not covered by insurance) that has, individually or in cashthe aggregate, stock or property) in respect of, any of had a Material Adverse Effect on the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (ciii) there has not been any split, combination or reclassification of any of the Company’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company’s capital stock or dividend or distribution of any kind declared, set aside, paid or made by the Company on any class of its Subsidiaries’ share capitalstock; (div) there has not been (x) any change granting by the Company in or any of its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been Subsidiaries to any sale, license or other transfer of any material assets officer of the Company or any of its Subsidiaries other than of any increase in compensation, except in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company prior practice or its Subsidiaries as was required under employment Contracts in effect as of the date hereof has communicated to of the most recent audited financial statements included in the Company SEC Documents, (y) any granting by the Company or any of its Subsidiaries to any employee of any increase in rights of severance or (orally, in writing or otherwisez) an intent to terminate or otherwise significantly decrease his or her contribution to any entry by the Company or any of its SubsidiariesSubsidiaries into any employment, severance or termination Contract with any employee; and (gv) except as set forth in Section 2.9 of through the Company Disclosure Letterdate hereof, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent no Material Adverse Change with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or respect to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred At Closing, Company shall own fifty percent (50%) of the membership interests in connection with this Agreementeach of Tecstar Manufacturing Canada Limited, between December 31a Nova Scotia limited company ("Tecstar Canada"), 2006 Tesctar, LLC, an Indiana limited liability company ("Tecstar USA"), and the date of this AgreementTarxien Automotive Products Limited, a Nova Scotia limited company ("Tarxien"). Since June 30, 2003, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course consistent with past practice and there has not occurred any event or condition which has or may reasonably be expected to have a Material Adverse Effect including, and without limiting the generality of the foregoing, the Company has not (a) incurred any obligation or liability, secured or unsecured (whether accrued, absolute, contingent or otherwise), whether due or to become due, except current liabilities in the ordinary course of business consistent with past practice or those reflected on the Unaudited Financial Statements, (b) discharged or satisfied any Lien (except for Permitted Liens) or paid any obligation or liability, except current liabilities becoming due in the ordinary course of business consistent with past practice. Since December 31, 2006 through (c) mortgaged, pledged or subjected to a Lien (except for Permitted Liens) any of the date hereofCompany's properties or assets, (d) sold, transferred, licensed or otherwise disposed of any of the Company's properties or assets other than in the ordinary course of business consistent with past practice, (e) increased the compensation payable or to become payable by it to any of its directors, officers, salaried employees or agents whose total annual individual compensation for services rendered after any such increase is more than One Hundred Thousand ($100,000) Dollars, except as provided by an agreement either written or oral, the terms of which have been disclosed in Section 2.9 to Parent, or made any bonus, percentage of compensation or other like benefit accruing to or for the credit of any such directors, officers, employees, consultants or agents of the Company, except in accordance with a Company Disclosure LetterBenefit Plan (as defined below), there has not been (f) terminated or received any notice of termination of any material contract, license, lease, trademark, patent, patent application, copyright or trade name protection or other agreement, (g) suffered any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, (whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on adversely affecting the Company; 's properties or assets, (bh) suffered any taking or seizure of all or any part of the Company's properties or assets by condemnation or eminent domain, (i) experienced any material change in its relations with its vendors, suppliers, lenders, dealers, distributors, customers, employees, consultants or agents, (j) except as disclosed on Schedule 3.08, acquired any capital stock or other securities of any corporation or any interest in any business enterprise or otherwise made any loan or advance to or investment in any person, firm or corporation (other than advances to employees in the Cash Distribution ordinary course of business consistent with past practice), (k) made any capital expenditures or capital additions exceeding One Hundred Fifty Thousand ($150,000) Dollars singly or Two Hundred Thousand ($200,000) Dollars in the aggregate, (1) instituted, settled or agreed to be settle any litigation, action or proceeding before any court or governmental body affecting its financial condition, its property or its business operations involving a claim in excess of Twenty Thousand ($20,000) Dollars, (m) made pursuant to Section 5.12(aany purchase commitment in excess of normal ordinary and usual requirements or made any material change in its selling, pricing or personnel practices other than in the ordinary course of business consistent with past practice, (n) made any change in accounting principles or methods or in the manner of keeping books, accounts and the repurchase by records of the Company which is, or may be, inconsistent with the principles or methodology by which the Unaudited Financial Statements have been prepared, (o) entered into any contract, agreement, lease or other arrangement or transaction or taken any other action, except in the ordinary course of 274,776 business consistent with past practice, (p) changed the authorized capital stock of its Ordinary Sharesthe Company, there has not been redeemed any capital stock of the Company, issued, sold or otherwise disposed of any capital stock of the Company or any option to acquire capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company, or entered into any agreements creating funded indebtedness of the Company, (q) made any declaration, setting aside or payment of any dividend on, or any other distribution (whether in cash, stock or property) in respect ofof its capital stock, or (r) entered into any agreement or made any commitment to do any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options things described in the ordinary course preceding subsections (a) through (q) of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in this Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement3.08.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, between December 31, 2006 and Since the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereofBalance Sheet Date, except as disclosed set forth in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereofSchedule 3.10: (a) there There has not been any Material Adverse Effect on the CompanyChange; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the The Company of 274,776 of its Ordinary Shares, there has not been any declarationamended or otherwise modified its Articles of Incorporation or Bylaws; (c) The Company has not declared, setting set aside or payment of paid any dividend on, or other distribution (whether in cash, stock or property) in with respect of, any of the Company’s or to any of its Subsidiaries’ share capitalsecurities, excepting Subchapter S distributions consistent with Company's custom and practice; (d) The Company has not issued, or authorized for issuance any purchasesecurities or any options, redemption warrants, convertible notes or other acquisition by the rights to acquire securities, or split, combined or reclassified any of its securities; (e) The Company has not altered any term of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options outstanding securities; (other than Company Share Options f) Except in the ordinary course of business and consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any practices of the Company’s , the Company has not (i) increased or modified the compensation or benefits payable or to become payable to any of their respective current or former directors, employees, contractors or consultants, (ii) increased or modified any bonus, severance, termination, pension, insurance or other employee benefit plan, payment or arrangement made to, for or with any of its Subsidiaries’ share capital; current or former directors, employees, contractors or consultants, (diii) there entered into any employment, consulting, severance or termination agreement, or (iv) amended, modified, superseded, replaced or terminated any employment, consulting, severance or termination agreement. (g) The Company has not been sold, leased, transferred or assigned any change by the Company in of its accounting methods, principles properties or practicesassets, except as required by changes in GAAP; (e) except as set forth in Section 2.9 for the sale of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than products in the ordinary course of business consistent with past practice; (fh) to The Company has not incurred, assumed or guaranteed any indebtedness, or modified the Company’s Knowledge, no key employee terms of the Company or its Subsidiaries any indebtedness outstanding as of the date hereof Balance Sheet Date, with "indebtedness" excluding, for the avoidance of doubt, obligations incurred to customers in connection with sales orders received by the Company; (i) The Company has communicated to not incurred any material liability or created or assumed any Encumbrance on any asset except for Permitted Encumbrances, liabilities incurred in the Company or any ordinary course of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; business and (g) except as set forth in Section 2.9 consistent with past practices of the Company, or liabilities incurred to service providers in connection with this Agreement and the Merger; (j) The Company Disclosure Letter, there has not been made any material Tax election made loan, advance or capital contribution to, or investment in, any material Tax claim, audit or assessment settled, in each case, Person other than loans or advances in the ordinary course of business consistent with past practice; (k) (i) No Material Contract has been modified, (ii) no rights under any Material Contract have been waived or accelerated, and (iii) no contract or agreement that would be required to be listed as a Material Contract pursuant to Section 3.11 hereof if such contract or agreement were in effect on the date hereof has been terminated or cancelled; (l) The Company has not sold, transferred, pledged or assigned any of its intellectual property except for the grants to purchasers of the Company's products of non-exclusive licenses to software embodied in Company in the ordinary course of business; (m) There has not been any labor dispute or any Tax ruling activity or arrangement applied for proceeding by a labor union or received by representative thereof to organize any employees of the Company; (n) There has not been any violation of or conflict with any Law to which the business, operations, assets or properties of the Company on its own behalfare subject; (o) There has not been any material damage, destruction or loss with respect to the property and assets of the Company, whether or not covered by insurance; (p) The Company has not made any change in connection with the Mergeraccounting practices; (q) The Company has not made any Tax election, changed its method of Tax accounting or settled any claim for Taxes; or (r) The Company has not agreed, whether in writing or otherwise, to the Knowledge do any of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.foregoing. 3.11

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with Schedule 3.5 of the Disclosure Schedule, or as contemplated or permitted by this Agreement, between December 31, 2006 and since the date of this Agreement, the Recent Balance Sheet; (i) there has not been any salary increase payable by the Company and its Subsidiaries have conducted their business only to any of the key employees of the Company, except increases which do not exceed five (5%) percent occurring in the ordinary course of business consistent in accordance with past practice. Since December 31customary practices or as a result of bona fide reclassification or promotion, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (aii) there has not been any Material Adverse Effect on material increase in the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) rates or terms of pension and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any similar employee benefit plans of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options except increases occurring in the ordinary course of business consistent in accordance with past practice)the Company’s customary practices, warrants, calls or rights to acquire any such shares or other securities; (ciii) there has not been any split, combination or reclassification material grant by the Company of severance pay in favor of any employee of the Company’s or any Company except in the ordinary course of its Subsidiaries’ share capital; business in accordance with customary practices, (div) there has not been any entry into any material agreement or material transaction by the Company outside the ordinary course of business by the Company, (v) there has not been any material change by the Company in its accounting methods, principles or practices, except other than as required by changes GAAP, (vi) the Company has not mortgaged, pledged or granted a security interest on any of its assets, (vii) the Company has not sold, transferred, leased to others or otherwise disposed of any material assets, except in GAAP; the ordinary course of business and except for cash distributions to Seller, (eviii) except as set forth the Company has not encountered any labor union organizing activity, had any actual or threatened employee strike, work stoppage, slow down or lockout, which has had or is expected to, individually or in Section 2.9 the aggregate, have a Material Adverse Effect, (ix) made or agreed to make any modification or amendment to any of the Company Disclosure LetterMaterial Contracts or terminated or agreed to terminate any Material Contract, prior to the expiration of the applicable term thereof, which in any case or in the aggregate would have a Material Adverse Effect, (x) amended the Company’s Certificate of Formation, Operating Agreement or other governing documents, (xi) discharged any material lien upon any material asset of the Company, other than in the ordinary course of business, except liens existing in connection with the Credit Agreement or other indebtedness for borrowed money, (xii) there has not been any salea Material Adverse Effect, license or other transfer of (xiii) the Company has not accelerated, in any material assets respects, the collection of accounts receivable or the Company shipment of products, in each case outside the ordinary course of business, or its Subsidiaries other than (xiv) there has not been, in any material respects, the deferment of trade accounts payable outside the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementpractices.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with this Agreement------------------------------------ Schedule 8.13, between December since March 31, 2006 1999, there has not been (i) any material adverse change in the business, operations, properties or financial condition of the Division, and to Seller's knowledge no factor or condition exists and no event has occurred that would be likely to result in any such change, (ii) any material loss, damage, or other casualty to the date Purchased Assets (other than any for which insurance awards have been received or are receivable, net of this Agreementself- retention amounts) or (iii) any loss of the employment, services or benefits of any key employee of the Company Division. Since March 31, 1999, Seller has operated the Division's business in the ordinary course of business consistent with past practice and its Subsidiaries have conducted their business only has not: (i) incurred or failed to pay or satisfy any material obligation or liability (whether accrued, contingent or otherwise) except in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there has not been (ii) incurred or failed to discharge or satisfy any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) encumbrance other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options encumbrances arising in the ordinary course of business consistent that do not, individually or in the aggregate, materially interfere with past practice)the use, warrantsoperation, calls enjoyment or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification marketability of any of the Company’s Purchased Assets, (iii) sold or transferred any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company Division or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) canceled any debts or claims or waived any rights material to the Company’s Knowledge, no key employee operations of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, Division's business other than in the ordinary course of business consistent with past practice, or (iv) defaulted on any Tax ruling or arrangement applied for or received by material obligation, (v) entered into any transaction material to the Company on its own behalf, whether or not in connection with the MergerDivision's business, or materially amended or terminated any arrangement material to the Knowledge Division's business or relating to the Division's business, except in the ordinary course of business consistent with past practice, or (vi) entered into any agreement or made any commitment to do any of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementforegoing.

Absence of Certain Changes or Events. Except for liabilities incurred as disclosed in connection with this Agreementthe Merry Land SEC Documents or Schedule 2.7 to the Merry Land Disclosure Letter, between December 31since September 30, 2006 2002 (the “Merry Land Financial Statement Date”) Merry Land and the date of this Agreement, the Company and its Merry Land Subsidiaries have conducted their business only in the ordinary course (taking into account prior practices, including the acquisition and sale of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 properties and issuance of the Company Disclosure Letter, securities) and there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) any material adverse change in the business, financial condition or results of operations of Merry Land and the Merry Land Subsidiaries taken as a whole (a “Merry Land Material Adverse Change”), nor has there has not been any occurrence or circumstance that with the passage of time would reasonably be expected to result in a Merry Land Material Adverse Effect on the Company; Change, (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect ofto any Merry Land Shares, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s Merry Land Shares or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its Subsidiaries’ share capital; beneficial interest or any issuance of an ownership interest in, any Merry Land Subsidiary except as contemplated by this Agreement, (d) there any damage, destruction or loss, whether or not covered by insurance, that has not been or would have a Merry Land Material Adverse Effect, or (e) any change by made prior to the Company date of this Agreement in its accounting methods, principles or practicespractices by Merry Land or any Merry Land Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been disclosed in Merry Land SEC Documents or required by changes a change in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license GAAP or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledgeany amendment of any employment, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company consulting, severance, retention or any other agreement between Merry Land and any officer or director of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementMerry Land.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreementas set forth on Schedule 4.7 of the Disclosure Schedules, between since December 31, 2006 and the date of this Agreement2014, the Company and its Subsidiaries the Seller have conducted their the business of the Company only in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, practice and there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any no Material Adverse Effect on Effect. Without limiting the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Sharesforegoing, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 on Schedule 4.7 of the Disclosure Schedules, since December 31, 2014, the Company Disclosure Letter, there has not been any sale, license (a) purchased or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or redeemed any of its Subsidiaries securities (orallyincluding shares of Common Stock), in writing or granted or issued any option, warrant or other right to purchase or acquire any such securities, (b) paid, cancelled, incurred, waived, settled, discharged or satisfied any Debt, claim, action, liability or other obligation (whether absolute, accrued, contingent or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) ), except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, (c) encumbered any of its properties or assets, tangible or intangible, except for Encumbrances incurred in the ordinary course of business consistent with past practice, (d) granted any increase in the salaries or other compensation or benefits payable or to become payable to, or any Tax ruling advance or arrangement applied for loan to the Seller or received by any current or former officer, director, employee or independent contractor of the Company on its own behalf, whether or (other than increases in base salary for employees other than officers not in connection excess of five percent (5%) per employee made in the ordinary course of business and consistent with the Mergerpast practice), (e) entered into (or amended) any employment, severance or similar agreement with any current or former director, officer, employee or independent contractor, or hired any new employee (other than to replace a terminated employee) or terminated any employee, (f) adopted, amended or terminated any Benefit Plan or any arrangement that would be a Benefit Plan if it was in effect on the date of this Agreement or failed to make contributions to any Benefit Plan in accordance with its terms and applicable law, (g) suffered any change or, to the Knowledge knowledge of the Seller or the Company, received any threat of any change in any of its relations with, or any loss or, to the knowledge of the Seller or the Company, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material to the business of the Company, including any threat made on behalf or prior to the Closing Date of any loss or change which may result from the transactions contemplated by this Agreement, (h) disposed of or failed to keep in effect any rights in, to or for the use of any franchise, license, permit or certificate material to the business of the Company, (i) materially changed the accounting principles, methods or practices of the Company or the business, (j) disposed of or failed to keep in effect any rights in, to or for the use of any of its shareholders the Intellectual Property Rights material to the business of the Company, (k) sold, transferred or otherwise disposed of any assets, properties or rights of any of the business of the Company, except inventory sold in connection the ordinary course of business consistent with past practice, (l) entered into any transaction, agreement or arrangement with the MergerSeller or any director, officer, employee or other affiliate of the Company or any “associates” (as defined in the rules and regulations of the Securities and Exchange Commission) of the Company other than the payment of salaries to employees in the ordinary course of business, (m) changed or modified in any manner its existing capital expenditure policies, procedures and practices, including the deferral of any capital expenditures contemplated by the Company’s current budget or operating plans, (n) changed or modified in any manner its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables, (o) incurred any material damage, destruction, theft, loss or business interruption, (p) made any declaration, payment or setting aside for payment of any dividend or other distribution (whether in cash, equity or property) with respect to any securities of the Company (except as explicitly contemplated for distributions of Cash effected prior to the Closing), (q) made, changed or revoked any material Tax election, changed (or made a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes, or received a ruling, entered into any closing agreement, settlement or compromise of any claim or assessment, in this Agreementeach case, in respect of Taxes, (r) waived or released any material right or claim of the Company or incurred any modifications, amendments or terminations of any Contracts which are in the aggregate materially adverse to the Company, or (s) agreed to do any of (a) through (r) above.

Absence of Certain Changes or Events. Except for liabilities incurred as set forth in connection with this Agreement, between December Section 2.7 of the Parent Disclosure Schedule from August 31, 2006 and 2003 (the "Parent Balance Sheet Date") until the date of this Agreementhereof, the Company (i) Parent and its Subsidiaries have conducted their business only not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business consistent with past practice. Since December 31practices, 2006 through the date hereof(ii) Parent and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, except as disclosed in Section 2.9 of the Company Disclosure Letterflood, windstorm, accident or other calamity (whether or not covered by insurance), (iii) there has not been no dividend or distribution of any damagekind declared, destruction paid or made in respect of any class of stock of Parent or any of its Subsidiaries or any repurchase, redemption or other casualty loss in excess acquisition by Parent or any of $1.0 million individually its Subsidiaries of any outstanding shares of capital stock or in the aggregate with respect to any asset other securities of, or property ownedother ownership interests in, leased or otherwise used by the Company Parent or any of its Subsidiaries, whether (iv) there has been no creation or not covered assumption by insurance. Subsequent Parent or any of its Subsidiaries of any Lien (as hereinafter defined), except Permitted Liens, on any material asset, (v) there has been no transaction or commitment made, or any contract or agreement entered into, by Parent or any of its Subsidiaries outside of the ordinary course of business relating to December 31its assets or business (including the acquisition or disposition of any assets) or any relinquishment by Parent or any of its Subsidiaries of any contract, 2006agreement or other right, through in either case, material to Parent and any of its Subsidiaries outside of the date hereof: ordinary course of business, taken as a whole, (avi) there has been no change by Parent or any of its Subsidiaries in any of its accounting principles, practices or methods, (vii) there has not been any Material Adverse Effect on material change in the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside amount or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any terms of the Company’s or any indebtedness of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company Parent or any of its Subsidiaries from Parent Balance Sheet Date, (orallyviii) there has been no event causing a Material Adverse Effect on Parent, in writing or otherwiseand (ix) an intent to terminate or otherwise significantly decrease his or her contribution there has been no amendment to the Company Certificate of Incorporation or its Subsidiaries; and (g) except as set forth in Section 2.9 Bylaws of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this AgreementParent.

Absence of Certain Changes or Events. Except for liabilities incurred as described in connection with ------------------------------------------------- the Financial Statements (or in the notes thereto), or as otherwise agreed to in this AgreementAgreement or in writing by Buyer, between December 31, 2006 and since the date of the 1995 Financials: (a) the Company has conducted its business only in ordinary and usual course; (b) there has not been any material adverse change in the condition (financial or otherwise), results of operations, businesses, properties, assets, liabilities or earnings of the Company taken as a whole and the Company is not aware of any information (excluding public information regarding economic conditions and similar matters of general application) which reasonably could be expected to result therein; (c) neither the Seller nor the Company has entered into any employment or severance agreements, or granted any increase in compensation, bonuses, severance pay, or other employee benefits, payable to or with respect to any Company Employee (as defined in Section 5.8 of this Agreement), the Company and its Subsidiaries have conducted their business only except for any increase in compensation granted in the ordinary course of business consistent with past practicepractices for the Company Employees or as required under Sections 5.8 or 5.9 of this Agreement. Since December 31(d) the Company has not made any loans or advances to any officer, 2006 through the date hereofdirector, except as disclosed in Section 2.9 shareholder or Affiliate of the Company Disclosure Letter, there has not been any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance. Subsequent to December 31, 2006, through the date hereof: (a) there has not been any Material Adverse Effect on the Company; (b) other than the Cash Distribution to be made pursuant to Section 5.12(a) except for ordinary travel and the repurchase by the Company of 274,776 of its Ordinary Shares, there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practiceexpense payments), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been declared or paid, or accrued any saleliability for the payment of, license any dividends or made any other transfer distributions to its shareholders with respect to shares of Common Stock; (f) the Company has not entered into any material assets of the Company commitment or its Subsidiaries transaction (including without limitation any borrowing or capital expenditure) other than in the ordinary course of business consistent with past practicebusiness; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any material Tax election made change in the accounting methods or practices followed by the Company except as required by GAAP and disclosed to Buyer; (h) the Company has not incurred any debt, liability or obligation, whether accrued, absolute, contingent or otherwise, which is material Tax claim, audit to the business or assessment settled, in each case, financial condition of the Company other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by business; (i) the Company on its own behalfhas not sold, whether assigned, transferred or granted any exclusive license with respect to any trademark, trade name, service xxxx, copyright, trade secret or other intangible asset; (j) the Company has not in connection with issued, redeemed or repurchased any stock, bond or other corporate security; (k) the MergerCompany has not experienced any material damage, theft or loss; (l) the Company has not relinquished any material contract or contract right; (m) the Company has not entered into any commitment (contingent or otherwise) to the Knowledge do any of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreement.foregoing. 8

Absence of Certain Changes or Events. Except Since the Balance Sheet Date, (a) there has not been any material adverse change in the condition (financial or otherwise), operations, prospects or results of operations of the Business or Seller; (b) Seller has not (i) increased or modified the compensation or benefits payable or to become payable by Seller to any current or former directors, employees, consultants or contractors, (ii) increased or modified any employee benefit plan made to, for liabilities incurred in connection or with this Agreementany current or former directors, between December 31employees, 2006 and consultants or contractors, or (iii) entered into any employment, severance or termination agreement; (c) Seller has not mortgaged, pledged or subjected to Liens any assets, properties or rights; (d) Seller has not taken any action outside the date ordinary course of this Agreementthe Business; (e) Seller has not sold, assigned or transferred any of the Company and its Subsidiaries have conducted their business only Purchased Assets, other than those made in the ordinary course of business consistent with past practice. Since December 31, 2006 through the date hereof, except as disclosed in Section 2.9 of the Company Disclosure Letter, there practices; (f) Seller has not been suffered any damage, destruction or other casualty loss in excess of $1.0 million individually or in the aggregate with respect to any asset or property owned, leased or otherwise used by the Company or any of its Subsidiariesloss, whether or not covered by insurance. Subsequent to December 31, 2006materially adversely affecting its properties, through assets and rights or the date hereof: Business; (ag) there Seller has not been any Material Adverse Effect on the Companymaterially changed its cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; and (bh) other than the Cash Distribution to be made pursuant to Section 5.12(a) and the repurchase by the Company of 274,776 of its Ordinary Shares, there Seller has not been any declarationagreed, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ share capital, or any purchase, redemption or other acquisition by the Company of any of the Company’s share capital or any other securities of the Company or its Subsidiaries or any options (other than Company Share Options in the ordinary course of business consistent with past practice), warrants, calls or rights to acquire any such shares or other securities; (c) there has not been any split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ share capital; (d) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (e) except as set forth in Section 2.9 of the Company Disclosure Letter, there has not been any sale, license or other transfer of any material assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice; (f) to the Company’s Knowledge, no key employee of the Company or its Subsidiaries as of the date hereof has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent , to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (g) except as set forth in Section 2.9 do any of the Company Disclosure Letter, there has not been any material Tax election made or any material Tax claim, audit or assessment settled, in each case, other than in the ordinary course of business consistent with past practice, or any Tax ruling or arrangement applied for or received by the Company on its own behalf, whether or not in connection with the Merger, or to the Knowledge of the Company, on behalf of any of its shareholders in connection with the Merger, except as explicitly contemplated in this Agreementforegoing.