Common use of Absence of Certain Changes Clause in Contracts

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November 30, 2008 (the “Balance Sheet Date”) there has not been (i) any change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2in the -------------------------- Company SEC Documents or as contemplated by this Agreement, since November 30January 29, 2008 2000, there has not been any event, occurrence or development that has had or would be reasonably likely to result in a Company Material Adverse Effect, except for general economic changes or changes that affect the industry of the Company or any Subsidiary generally (collectively, "General Changes") and changes in the “Balance Sheet Date”) Company's business after the date hereof attributable primarily to actions taken by Parent or Merger Subsidiary, which shall include without limitation any disruptions to the business of the Company and its Subsidiaries primarily as a result of the execution of this Agreement or the announcement of the transactions contemplated by this Agreement (collectively, the "Transaction Changes"). Except as disclosed in the Company SEC Documents, since January 29, 2000, there has not been (ia) any change declaration, setting aside or payment of any dividend or other distribution in respect of the financial condition, results of operations, assets, business, or prospects capital stock of the Company as described or any redemption or other acquisition by the Company of any Shares, (b) any split, combination, or reclassification 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 its filings with capital stock, (c) any granting by the Securities and Exchange Commission (“SEC Filings”) Company or otherwise that could have a material adverse effect on any of the assets, results (financial Subsidiaries to any officer or otherwise), business or prospects key employee of the Company or any of the Subsidiaries of any increase in compensation, except in the ordinary course of business consistent with past practice or as was required under employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents, (a “Material Adverse Effect”); d) any entry by the Company or any Subsidiary into any employment, severance or termination agreement with any such officer or key employee or granting by the Company or any Subsidiary to any such officer or key employee of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents, (iie) any damage, destruction or loss, whether or not covered by insurance, that could has or would be reasonably likely to have a Company Material Adverse Effect; Effect or (iiif) any sale change in accounting methods, principles or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment practices by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) Subsidiary materially affecting its assets, liabilities or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforebusiness, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into insofar as may have been required by the Company not a change in the ordinary course of businessgenerally accepted accounting principles.

Absence of Certain Changes. Except as set forth in Section 6.8 of the -------------------------- ----------- Disclosure Letter or as disclosed on Schedule 3.4.2in the Company Reports, since November 30during the period from December 31, 2008 (1999 to and including the “Balance Sheet Date”) date of this Agreement, the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of such business consistent with past practices, and there has have not been (ia) any change event, change, occurrence or development of a state of fact that has or could reasonably be expected to have, individually or in the financial conditionaggregate, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iiib) any sale declaration, setting aside or transfer payment of any dividend or other distribution with respect to its capital stock; (c) any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (d) any material change in accounting principles, practices or methods; (e) any entry into any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the assets right to receive payment) of compensation payable or to become payable by the CompanyCompany or any of its Subsidiaries to, or forgiveness of any indebtedness owed to the Company by, their respective directors, officers or employees, except sales for regularly scheduled employee raises in the ordinary course of business consistent with the Company's past practices or raises or forgiveness of indebtedness that, in the case of executive officers, have been approved by the compensation committee of the Board of Directors prior to the date hereof in the ordinary course of business consistent with the committee's past practices; (f) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except, in the case of employees, increases occurring in the ordinary course of business consistent with the Company's past practices; (g) any revaluation by the Company or any of its Subsidiaries of any material amount of their assets, taken as a whole, including, without limitation, write-downs of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection write-offs of accounts receivable; (vii) any failure to operate the Company receivable other than in the ordinary course of business consistent with past practicepractices; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (xh) any material alteration adverse change in the manner of keeping the Company’s books, accounts or records, (xi) any transaction business relationship with any affiliate of the Company; (xii) any material tax election customer, distributor or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations supplier of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assetsits Subsidiaries; or (xivi) any material transaction entered into by action of the Company not type described in Sections 8.1 ------------ that had such action been taken after the ordinary course date of businessthis Agreement would be in violation of any such Section.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2in the Company Financial Statements, since November 30the Audit Date the Company and its Subsidiaries have conducted their respective businesses only in, 2008 (and have not engaged in any material transaction other than according to, the “Balance Sheet Date”) ordinary and usual course of such businesses and there has not been (i) any change in the financial condition, results of operations, assets, businessmatters set forth in clause (a), or prospects in the last sentence, of the definition of Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); Effect set forth in Section 5.1(a) of this Agreement, (ii) any other development or combination of developments, which, to the best knowledge of the Company, individually or in the aggregate, has had or is reasonably expected to have, a Company Material Adverse Effect or reasonably expected to prevent, materially delay or materially impair the ability of the Company to consummate the Merger or any other transactions contemplated by this Agreement; (iii) any material damage, destruction or lossother casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance, that could have a Material Adverse Effect; (iiiiv) any sale declaration, setting aside or transfer payment of any dividend or other distribution in cash, stock or property in respect of the assets capital stock of the Company, except sales in for dividends or other distributions on its capital stock publicly announced prior to the ordinary course of the business of inventory date hereof and except as expressly permitted hereby; or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments change by the Company to be performed after in accounting principles, practices or methods that is not required by GAAP. Since the Closing Audit Date; (vi) any alteration , except as provided for herein or as disclosed in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) Financial Statements, there has not been any increase in, or commitment to increase, in the compensation payable or to that could become payable by the Company or any of its Subsidiaries to officers or key employees or any amendment of or other modification to any of the Company’s executive employees or any bonus payment (Benefit Plans other than as included as an accrued liability on the Company’s balance sheet) increases or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration amendments in the manner of keeping ordinary and usual course consistent with past practice and all such increases in compensation and all such present and future costs associated with all such amendments or modifications (A) have been fully reserved against in the Company’s books, accounts Company Financial Statements or records, (xiB) any transaction are in accordance with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations consolidated 2005 Operating Budget of the Company since (the Balance Sheet Date; (xiii“Operating Budget”) any liens claims or encumbrances placed upon the Company’s assets; or (xivattached to Section 5.1(i) any material transaction entered into by of the Company not in the ordinary course of businessDisclosure Letter.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.25.6, or, with respect to periods after the date hereof and prior to the Closing Date, as permitted by Section 7.2, since November 30July 29, 2008 2000, the Seller has carried on the Business only in the ordinary course, consistent with past practices including, without limitation, with respect to pricing of products, the mix and amount of inventory and (the “Balance Sheet Date”subject to changes in advertising practices permitted pursuant to Section 7.2 hereof) advertising practices, and there has not been (ia) any particular change in the financial condition, results of operations, assets, liabilities or sales of the Seller, in connection with the Business, or in its relationships with Licensors, other than changes which were (i) either in the ordinary course of business or related to the United States economy in general, general market conditions of the footwear business, or prospects of market prices for products sold by the Company as described Business, and (ii) either in its filings with any case or in the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assetsaggregate, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)materially adverse; (iib) any acquisition or disposition by the Seller of any material asset or property relating to the Business other than in the ordinary course of business; (c) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effectmaterially adversely affecting the Business or the Acquired Assets (other than Inventory); (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viiid) any increase inin the compensation, pension or commitment to increase, the compensation other benefits payable or to become payable by the Seller to any of its officers or employees, in connection with the Company’s executive employees Business, or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) payments or similar arrangement arrangements made to or with any of the Company’s executive employeesSelling Entities (other than pursuant to pre-existing contractual obligations), provided that non-material increases, bonus payments or arrangements not involving Specified Field Employees (as hereinafter defined) need not be disclosed; (ixe) any adoption forgiveness or cancellation of a plan any corporate debt or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into claim by the Company not Seller, in connection with the Business, or any waiver of any right of material value other than compromises of accounts receivable or payable in the ordinary course of business; (f) any entry by the Seller, in connection with the Business, into any transaction other than in the ordinary course of business; or (g) any change in any method of accounting or accounting practice by the Seller except for any such change required by reason of a concurrent change in GAAP.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2in the Company credit reports required to be submitted by the Company, including, without limitation, those prepared by Dun and Bradstreet and reports delivered by the Company to the Company's lenders under any Debt Contracts (the "Reports"), filed prior to the date hereof and as set forth in Section 3.6 of the Seller Disclosure Letter, since November 30October 31, 2008 1998 (the “Balance Sheet "Financial Statement Date”) "), the Company and each of its Subsidiaries have conducted their respective businesses only in, and have not entered into or engaged in any material transaction other than in, the ordinary and usual course of such businesses and there has not been (ia) any change in the financial condition, properties, business or results of operations, assets, business, or prospects operations of the Company as described or any of its Subsidiaries or any development or combination of developments that, individually or in its filings with the Securities and Exchange Commission (“SEC Filings”) aggregate, has had or otherwise that could is reasonably likely to have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (iib) any damage, destruction or lossother casualty loss 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, that could have except as is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; (iiic) any sale declaration, setting aside or transfer payment of any dividend or other distribution in respect of the assets capital stock of the Company, except sales in for dividends or other distributions on its capital stock publicly announced prior to the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertydate hereof; (ivd) any commitment material change by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment accounting principles, practices or $500,000 in the aggregatemethods; or (ve) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments entry by the Company to be performed after or any of its Subsidiaries into any employment, consulting, severance, termination or indemnification agreement or arrangement with any employee or director. Since the Closing Financial Statement Date; (vi) any alteration , except as provided for herein or as disclosed in any respect of the Company’s practices and policies relating Company Reports filed prior to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) date hereof, there has not been any increase in, or commitment to increase, in the compensation payable or to that could become payable by the Company or any of its Subsidiaries to directors, officers or key employees or any amendment of any of the Company’s executive employees or any bonus payment Compensation and Benefit Plans (as defined in Section 3.8 below) other than as included as an accrued liability on the Company’s balance sheet) increases or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not amendments in the ordinary course of businesscourse.

Absence of Certain Changes. Except as disclosed on in the SEC Documents or as contemplated by this Agreement or as set forth in Schedule 3.4.22.6, since November 30March 31, 2008 (1998, no event has occurred, and no circumstances exist, that could reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the “Balance Sheet Date”) SEC Documents or as set forth in Schedule 2.6, since March 31, 1998, there has not been (ia) any change declaration, setting aside or payment of any dividend or other distribution in respect of the financial condition, results of operations, assets, business, or prospects capital stock of the Company or any redemption or other acquisition by the Company of any shares of Common Stock or other equity securities of the Company; (b) any entry into any agreement, commitment or transaction by the Company or any of its subsidiaries which is material to the Company and its subsidiaries taken as described a whole, except agreements, commitments or transactions in the ordinary course of business, consistent with prior practice; (c) any split, combination or reclassification 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 its filings with capital stock; (d)(i) any granting by the Securities and Exchange Commission (“SEC Filings”) Company or otherwise that could have a material adverse effect on the assets, results (financial any of its subsidiaries to any officer or otherwise), business or prospects key employee of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business consistent with 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 SEC Documents, (a “Material Adverse Effect”)ii) any granting by the Company or any of its subsidiaries to any such officer or key employee of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the SEC Documents, or (iii) any entry by the Company or any of its subsidiaries into any employment, severance or termination agreement with any such officer or key employee; (iie) any damage, destruction or loss, whether or not covered by insurance, that could reasonably be expected to have a Material Adverse Effect; or (iiif) any sale change in accounting methods, principles or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment practices by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment materially affecting its assets, liabilities or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforebusiness, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into insofar as may have been required by the Company not a change in the ordinary course of businessgenerally accepted accounting principles.

Absence of Certain Changes. (a) Except as disclosed on Schedule 3.4.2set forth in Section 4.07 of the Company Disclosure Schedule, since November September 30, 2008 (2010, the “Balance Sheet Date”) business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices and there has not been (ia) any change event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the financial conditionaggregate, results of operations, assets, business, or prospects of the a Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iiib) any sale amendment to the certificate of incorporation or transfer of any of the assets bylaws of the Company; (c) any split, except sales in the ordinary course combination or reclassification of any shares of the business Company’s capital stock or declaration, setting aside or payment of inventory any dividend or immaterial amounts of other tangible personal property; distribution (ivwhether in cash, stock or property or any combination thereof) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating capital stock, or redemption, repurchase or other acquisition or offer to the payment and collection of accounts receivableredeem, repurchase or otherwise acquire any Company Securities; (viid) any failure to operate the sale, assignment, license, or other transfer of any Company Registered Intellectual Property (or any rights therein) or acquisition of any material Company Registered Intellectual Property other than in the ordinary course of business consistent with past practicepractices; (viiie) except as required by the terms of an applicable plan or agreement then in effect or as required or deemed advisable pursuant to applicable Law and except as would not result in an expense greater than $25,000 in the aggregate, (i) any increase inin compensation, bonuses or commitment to increase, the compensation payable or to become other benefits payable to any of the Company’s director or executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforeofficer or, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessbusiness consistent with past practices, other employee of the Company or any of its Subsidiaries or (ii) any entering into, adoption or amendment in any material respect of any employment, change of control, severance, compensation, bonus, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, retirement benefits or other benefit agreement, plan, arrangement or policy applicable to any director or executive officer or, except in the ordinary course of business consistent with past practices, any other employee of the Company or any of its Subsidiaries; or (e) any resolution, commitment or agreement to take any of the actions described in clauses (b) through (d) of this Section 4.07.

Absence of Certain Changes. Except as disclosed on in the SEC Documents or in Schedule 3.4.24.4 or as contemplated by this Agreement, since November June 30, 2008 (1997 until the “Balance Sheet Date”) commencement of the Offer, no event has occurred or will occur and no circumstances exist or will exist, and as of the date hereof the Company is not aware of any event or circumstances which may reasonably be likely to occur or exist, that would be reasonably likely to result in a Material Adverse Effect, except for general economic changes, changes that affect the industry of the Company or any Subsidiary generally, and changes in the Company's business after the date hereof attributable solely to actions taken by Parent or Acquisition Sub. Except as disclosed in the SEC Documents or in Schedule 4.4, since June 30, 1997, there has not been (ia) any change declaration, setting aside or payment of any dividend or other distribution in respect of the financial condition, results of operations, assets, business, or prospects capital stock of the Company or any redemption or other acquisition by the Company of any Shares; (b) any entry into any agreement, commitment or transaction by the Company or any Subsidiary which is material to the Company and the Subsidiaries taken as described a whole, except agreements, commitments or transactions in the ordinary course of business, (c) any split, combination or reclassification 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 its filings with capital stock, (d)(i) any granting by the Securities and Exchange Commission (“SEC Filings”) Company or otherwise that could have a material adverse effect on any of the assets, results (financial Subsidiaries to any officer or otherwise), business or prospects key employee of the Company (a “Material Adverse Effect”); or any of the Subsidiaries of any increase in compensation, except in the ordinary course of business or as was required under employment agreements in effect as of the date of the most recent financial statements included in the SEC Documents or (ii) any entry by the Company or any Subsidiary into any employment, severance or termination agreement with any such officer or key employee or granting by the Company or any Subsidiary to any such officer or key employee of any increase in severance or termination pay, except (A) as was required under employment, severance or termination agreements in effect as of the date of the most recent financial statements included in the SEC Documents or (B) as disclosed on Schedule 5.6(d) of the Disclosure Schedule, or (e) any damage, destruction or loss, whether or not covered by insurance, that could has or would be reasonably likely to have a Material Adverse Effect; Effect or (iiif) any sale change in accounting methods, principles or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment practices by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) Subsidiary materially affecting its assets, liabilities or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforebusiness, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into insofar as may have been required by the Company not a change in the ordinary course of businessgenerally accepted accounting principles.

Absence of Certain Changes. Except as set forth in Section 4.15 of the Company Disclosure Schedule or as disclosed on Schedule 3.4.2in the Company’s Form 10-Q for the quarter ended March 27, 2006, since November 30December 26, 2008 2005, (a) there has not been an event which could reasonably be expected to have a Material Adverse Effect on the “Balance Sheet Date”Company, (b) the business of the Company and its subsidiaries has been conducted, in all material respects, only in a manner consistent with past practice, and (c) none of the Company or any of its subsidiaries has incurred any liabilities (direct, contingent, or otherwise) or engaged in any transactions or entered into any agreement or commitment outside the ordinary course of business involving more than $100,000 individually or $500,000 in the aggregate. In addition, other than as previously disclosed in the SEC Reports or as set forth in Section 4.15 of the Company Disclosure Schedule, since December 26, 2005, there has not been (i) any change in the financial condition, results of operations, assets, business, or prospects of by the Company as described relating to Taxes or in its filings with the Securities accounting methods, principles, and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assetspractices, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) except as previously disclosed in writing to representatives of Parent, any damage, destruction or loss, whether or not covered reevaluation by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer the Company of any of the assets of the Companyasset (including, except sales in the ordinary course of the business without limitation, any write-down of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection write-off of accounts receivable; (vii) any failure to operate the Company other than in the ordinary course of business consistent with past practice; , (viiiiii) any damage, destruction, or loss (whether or not covered by insurance) with respect to any material property or asset of the Company or any of its subsidiaries involving more than $100,000 individually or $500,000 in the aggregate, (iv) any failure by the Company to revalue any asset in accordance with GAAP applied consistent with past practice, (v) except in the ordinary course of business, any entry by the Company or any of its subsidiaries into any commitment or transaction involving more than $100,000 individually or $500,000 in the aggregate, (vi) any declaration, setting aside, or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase, or other acquisition of any of its securities, (vii) any increase inin or establishment of any bonus, change in control payments, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, or commitment to increaseother employee benefit plan, or any other increase in the compensation payable or to become payable to any director or officer of the Company’s executive employees ; provided, however, that nothing in this Section 4.15 shall require the listing in Section 4.15 of the Company Disclosure Schedule of Options or restricted stock units otherwise disclosed in Section 4.03(a) of the Company Disclosure Schedule or of any bonus payment item disclosed in Section 4.11 of the Company Disclosure Schedule, (viii) any incurrence, payment, discharge, or satisfaction of any indebtedness, claim, liability, or obligation other than as included as an accrued liability on in the Company’s balance sheet) or similar arrangement made to or ordinary course of business consistent with any of the Company’s executive employees; past practice, (ix) any adoption imposition of a plan any Lien on any asset or agreement property of the Company or amendment to any plan or agreement providing any new or additional fringe benefits; of its subsidiaries other than in the ordinary course of business consistent with past practice, (x) any material alteration sale, transfer, or other disposition of any properties or assets of the Company or any subsidiaries involving more than $100,000 individually or $500,000 in the manner aggregate except in the ordinary course of keeping the Company’s books, accounts or recordsbusiness consistent with past practice, (xi) any transaction with entry into, or change or modification to, any affiliate of the Company; Affiliate Transaction, or (xii) any material tax election authorization or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating agreement to the ordinary course operations take any of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not actions described in the ordinary course of businessthis Section 4.15.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.23.29 of the Disclosure Schedule, since November 30December 31, 2008 (the “Balance Sheet Date”) 2006, there has not been (i) any change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any . Except as set forth on Schedule 3.29 of the assets Disclosure Schedule, since December 31, 2006, each of the Company, except sales in Company and the ordinary course of the Subsidiaries has conducted its business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company operations in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any . Except as set forth on Schedule 3.29 of the Company’s executive employees or any bonus payment (Disclosure Schedule, since December 31, 2006 and other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business, consistent with past practices, each of the Company and the Subsidiaries have not: (i) pledged or hypothecated any of its Assets or otherwise permitted any of its Assets to become subject to any material Encumbrance; (ii) incurred any material liability or Indebtedness; (iii) made any loan or advance to any person; (iv) assumed, guaranteed or otherwise become liable for any liability of any person; (v) committed for any capital expenditure in excess of $250,000; (vi) purchased, leased, sold, abandoned or otherwise acquired or disposed of any business or material Assets; (vii) waived or released any right or canceled or forgiven any material debt or claim; (viii) discharged any Encumbrance or discharged or paid any Indebtedness or other liability; (ix) amended or terminated any material Contract; (x) increased, or authorized an increase in, the compensation (or any grade level for purposes of compensation) or benefits paid or provided to any of their directors, officers or Key Employees; (xi) established, adopted or materially amended (including any amendment with a future effective date) any Benefit Plan; (xii) declared, accrued, set aside, or paid any dividend or made any other distribution in respect of securities, cash assets or other Assets; (xiii) repurchased, redeemed or otherwise reacquired any securities; (xiv) sold or otherwise issued any securities; (xv) amended its articles or certificate of incorporation or formation, bylaws or other organizational documents; (xvi) been a party to any merger, consolidation, recapitalization, reclassification of shares, membership interests, membership interests split or stock split, reverse stock or reverse membership interests split or similar transaction; (xvii) changed any of its methods of accounting or accounting practices in any material respect; or (xviii) made any Tax election.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2in the Company SEC Reports or in Section 3.9 of the Company Disclosure Schedule, since November 30from July 1, 2008 (2006 through the “Balance Sheet Date”) date hereof, the Company and the Company Subsidiaries have conducted their businesses in the ordinary course of business and there has not been been: (ia) any change in the financial conditiondeclaration, results setting aside or payment of operations, assets, business, any dividend or prospects other distribution with respect to any shares of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects capital stock of the Company (a “Material Adverse Effect”other than the regular quarterly dividend to be paid to holders of Company Common Stock on September 6, 2006); (iib) any damagematerial commitment, destruction contractual obligation (including, without limitation, any management or lossfranchise agreement or any lease (capital or otherwise)), whether borrowing, liability, guaranty, capital expenditure or not covered transaction (each, a “Commitment”) entered into by insurancethe Company or any of the Company Subsidiaries outside the ordinary course of business except for Commitments for expenses of attorneys, that could accountants, investment bankers and other services incurred in connection with the Merger; (c) any material change in the Company’s accounting principles, practices or methods except insofar as may have been required by a change in GAAP; (d) to the knowledge of the Company, any events, changes, occurrences, effects, facts, violations, developments or circumstances which have had, or are reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; (iiie) granted to any sale officer or transfer of any employee of the assets of the CompanyCompany or any Company Subsidiary any increase in compensation (including wages, salaries, bonuses or any other remuneration), except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; practice or as was required under employment agreements in effect as of July 1, 2006, (viiif) any increase in, or commitment to increase, the compensation payable or to become payable granted to any of the Company’s executive employees such officer or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations employee of the Company since the Balance Sheet Date; (xiii) or any liens claims Company Subsidiary any increase in severance or encumbrances placed upon the Company’s assets; termination pay, except as was required under employment, severance or termination agreements in effect as of July 1, 2006 or (xivg) any material transaction entered into by the Company not or any Company Subsidiary any employment, severance or termination agreement with any such officer or employee; (h) the creation or assumption by the Company or any Company Subsidiary of any liens, pledges, security interests, claims or other encumbrances in an amount, individually or in the aggregate, in excess of $100,000 on any asset other than in the ordinary course of business.business consistent with past practices; (i) the making of any loan, advance or capital contribution to or investment in any Person (other than any wholly owned Company Subsidiary) by the Company or any Company Subsidiary; or (j) any change that would prevent or delay beyond the Drop Dead Date (as defined in Section 8.1(b)) the ability of the Company from consummating the Merger or any of the other transactions contemplated in this Agreement. 13

Absence of Certain Changes. Except as disclosed on in Schedule 3.4.24.9 -------------------------- ------------ attached hereto, since November 30the date of the Balance Sheet, 2008 (the “Balance Sheet Date”) there has not been been: (ia) any change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Change; (iib) any material damage, destruction or loss, loss (whether or not covered by insurance) adversely affecting the properties, Assets, liabilities, financial condition or results of operations of the Division; (c) any increase in the compensation, commissions or perquisites payable or to become payable by the Division to any employee of the Division, or any payment of any bonus, profit sharing or other extraordinary compensation to any employee of the Division (other than any such increase or payment paid or to become payable not exceeding 4% over amounts paid during the year ended December 31, 1998); (d) any cancellation of any material debts owed to or claims held by the Division or waiver of any material rights held by the Division; (e) any sale, lease, abandonment or other disposition by the Division of any real property, or, other than in the ordinary course of business and not exceeding $50,000 in the aggregate based on the book value thereof, of any machinery, equipment or other operating properties, or of any intangible assets; (f) any change in the amount, aging or collectibility of the Accounts Receivable or other debts due to Seller with respect to the Division or the allowances with respect thereto or accounts payable from that reflected on the Financial Statements which could reasonably be expected to have a Material Adverse Effect; or (iiig) any sale action taken by Seller which, if taken subsequent to the execution of this Agreement and on or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company prior to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; , would constitute a breach of Seller's agreements set forth in Section 6.1(a), (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; b), (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; e), (viii) any increase inf), or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheetg) or similar arrangement made to or with any (h) of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessthis Agreement.

Absence of Certain Changes. Except as disclosed on expressly contemplated by this Agreement or as set forth in Schedule 3.4.24.6, since November 30the Interim Reference Date and through immediately prior to the Closing Date, 2008 (Seller has operated the “Balance Sheet Date”) Radiopharmacy Business in the Ordinary Course of Business in all material respects and there has not been been, with respect to the Radiopharmacy Business, (i) any change in the financial conditionevent, results of operations, assets, business, occurrence or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise development that could have has had a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); , (ii) any sale, transfer or disposition of any properties or assets, or any grant of a license to Assigned Intellectual Property, in either case, outside of the Ordinary Course of Business, (iii) any purchase, lease or otherwise acquisition of the right to own, use or lease any property or assets or any capital expenditures or commitments for an amount in excess of $*** individually (in the case of a lease, per annum), or $*** in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of raw materials, inventory or supplies in the Ordinary Course of Business, (iv) any damage, destruction destruction, property loss or lossother similar event (in each case, whether or not covered by insurance) involving $*** or more in damages, that could have a Material Adverse Effect; (iii) any sale losses, replacement or transfer of any of the assets of the Companyrepair costs, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence material change in accounting practices and policies, practices and procedures with respect to the manner of additional indebtedness its xxxxxxxx, or the credit terms made available by it, to any of its customers, the collection of Accounts Receivable, establishment of reserves for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, deferral of revenue and acceptance of customer deposits, (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company material change in the ordinary course terms of business consistent with past practice; (viii) any increase in, employment or commitment to increase, the engagement or in compensation or other benefits payable or to become payable (or any acceleration of any compensation or benefit), in each case with respect to any Employees or consultants of the Company’s executive employees Radiopharmacy Business, (vii) any hiring or termination of any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) Employees or similar arrangement made to or with any consultants of the Company’s executive employees; Radiopharmacy Business outside the Ordinary Course of Business, (viii) any material change to, or entering into or termination of, any Employee Benefit Plan, (ix) any adoption material write-down of a plan the value of its assets or agreement any write-off as uncollectible of its Accounts Receivable or amendment to any plan or agreement providing any new or additional fringe benefits; portion thereof, in each case, in an amount in excess of $*** in the aggregate, (x) any acceleration, termination, material alteration in the manner modification, material waiver of, or failure to perform any of keeping the Company’s books, accounts its material obligations under any material Assigned Contract or recordsAssigned Approval, (xi) any transaction with entering into of any affiliate of the Company; new material Contract, (xii) any settlement or compromise of any material tax election Legal Proceeding, or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims board authorization or encumbrances placed upon legally binding agreement or commitment in respect of any of the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessforegoing.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November From September 30, 2008 2001 (the “"Company Balance Sheet Date”") through the date of this Agreement, the Company has conducted its business in the ordinary course consistent with past practice and there has not been occurred, except as set forth in Section 3.6 of the Company Disclosure Schedule or as specifically contemplated by this Agreement: (i) any change in the financial conditionchange, results of operations, assets, business, event or prospects of the Company as described in its filings with the Securities and Exchange Commission condition (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance) that has resulted in, that or could have reasonably be expected to result in, a Material Adverse EffectEffect with respect to the Company; (ii) any acquisition, sale or transfer of any material asset of the Company other than in the ordinary course of business and consistent with past practice; (iii) any sale change in accounting methods or transfer practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its assets, in each case, other than as required by changes in generally accepted accounting principles or other applicable principles of accounting or auditing; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the assets shares of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (v) any Material Contract entered into by the Company, except sales other than in the ordinary course of the business of inventory and as provided to NetRatings, or immaterial amounts of other tangible personal propertyany material amendment or termination of, or default under, any Material Contract; (ivvi) any commitment amendment or change to the certificate of incorporation or bylaws of the Company; (vii) any increase in or modification of the compensation or benefits payable or to become payable by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment its directors or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company employees, other than in the ordinary course of business consistent with past practice; or (viii) any increase in, negotiation or commitment agreement by the Company to increase, the compensation payable or to become payable to do any of the Company’s executive employees or any bonus payment things described in the preceding clauses (i) through (vii) (other than as included as an negotiations with NetRatings and its representatives regarding the transactions contemplated by this Agreement). At the Effective Time, there will be no accrued liability but unpaid dividends on the Company’s balance sheet) or similar arrangement made to or with any shares of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business's capital stock.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November During the period from June 30, 2008 (1997 to the “Balance Sheet Date”) date hereof, there has not been with respect to or affecting Seller, Subsidiary or the Business: (i) any change in the financial conditionamendment, results of operations, assets, businesstermination or revocation, or prospects any threat known to the Seller of any amendment, termination, or revocation, of any material contract or agreement to which Seller or Subsidiary is, or was, a party which relates to Subsidiary or the Business, or of any license, permit or franchise required for the continued operation of the Company Business in substantially the same manner as described in it has been conducted since its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)incorporation; (ii) except for the transactions contemplated hereby, any sale, transfer, mortgage, pledge or subjection to lien, charge or encumbrance of any kind, of, on or affecting any of the Purchased Assets, except sales that have been made in the ordinary course of the Business and consistent with past practices, and liens for current taxes not yet due and payable; (iii) other than as contemplated in connection with the transactions contemplated hereby, any increase in the compensation paid or payable or in the fringe benefits provided to any employees of the CAD/RMS Division or Subsidiary; (iv) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregatePurchased Assets; (v) any the incurrence of additional indebtedness any indebtedness, either for borrowed money or entering into long term contracts in connection with any purchase of assets, or commitments by otherwise on behalf of the Company to be performed after Business, that is not reflected in the Closing DateJune 30, 1997 balance sheet and individually or in the aggregate involves more than $5,000; (vi) any alteration purchase or lease, or commitment for the purchase or lease, of equipment, machinery, leasehold improvements or other capital items for use in any respect the Business not disclosed in the June 30, 1997 Financial Statements which involves amounts exceeding $5,000 individually or $10,000 in the aggregate or which is in excess of or represents a departure from the normal, ordinary and usual requirements of the Company’s practices and policies relating to the payment and collection of accounts receivableBusiness; (vii) the execution by Seller or Subsidiary of any failure agreement or contract relating to operate the Company in Business that obligates Seller or Subsidiary to pay more than $10,000 per year or which is materially disadvantageous to Seller, Subsidiary or the ordinary course of business consistent with past practiceBusiness; or (viii) the occurrence subsequent to June 30, 1997 of any increase inother event or circumstance which, or commitment could reasonably be expected to increasematerially and adversely affect the Subsidiary, the compensation payable or to become payable to any of the Company’s executive employees Purchased Assets, the Business, or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any ability of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment Seller to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in consummate the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businesstransactions contemplated hereby.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2set forth in the Company Disclosure Schedule, since November September 30, 2008 (2003, except as otherwise expressly contemplated by this Agreement, the “Balance Sheet Date”) Company and each Company Subsidiary have conducted their business in the ordinary course consistent with past practice and there has not been been: (ia) any damage, destruction or loss (whether or not covered by insurance) affecting the business, properties or assets of the Company or any Company Subsidiary that has had, or would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; (b) any change by the Company in its accounting methods, principles or practice (other than changes required by GAAP); (c) other than in the ordinary course of business consistent with past practice, any sale of a material amount of assets of the Company and the Company Subsidiaries; (d) any material Tax election, any material change in method of accounting with respect to Taxes or any compromise or settlement of any proceeding with respect to any material Tax liability; (e) any change in the financial condition, results of operations, assets, business, operations or prospects business of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects any of the Company (Subsidiaries that has had, or would be reasonably likely to have, individually or in the aggregate, a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Company Material Adverse Effect; (iiif) any sale or transfer revaluation by the Company of any of the its assets in any material respect; (g) any declaration, setting aside or payment of any dividends or distributions in respect of shares of Company Common Stock or any redemption, purchase or other acquisition of any of its securities or any of the Company, except sales securities of any Company Subsidiary; (h) any increase in the ordinary course of the business of inventory wages, salaries, compensation, pension, or immaterial amounts of other tangible personal property; (iv) any commitment by the Company fringe benefits or perquisites payable to any capital expenditure executive officer, employee or director from the amount thereof in effect as of January 1, 2003 (which amounts have been previously disclosed to be Manpower), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay, or paid after the Closing in excess of $100,000 for any individual commitment bonus (other than salary increases not to executive officers or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company bonuses paid to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices executive officers and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company other employees in the ordinary course of business and consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets); or (xivi) any material transaction entered into by the Company not action, event, occurrence, development or state of circumstances or facts that has had, or would be reasonably likely to have, individually or in the ordinary course of businessaggregate, a Company Material Adverse Effect.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2set forth in the Disclosure Letter, since November 30December 31, 2008 (1996, the “Balance Sheet Date”) Company and its Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been (i) any change events or states of fact which individually or in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could aggregate would have a Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock; (iii) any sale repurchase, redemption or transfer any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iv) any material change in accounting principles, practices or methods; (v) any entry into any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the assets right to receive payment) of compensation payable or to become payable by the CompanyCompany or any of its Subsidiaries to, their respective directors, officers or employees, except sales for increases occurring in the ordinary course of business in accordance with their customary practices which do not exceed $500,000, in the aggregate, annually and employment agreements entered into in the ordinary course of business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of which do not provide for annual compensation which exceeds $100,000 for any individual commitment or $500,000 100,000, in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration increase in the rate or terms (including, without limitation, any respect acceleration of the Company’s right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases occurring in the ordinary course of business in accordance with its customary practices and policies relating to which do not exceed $1,000,000 in the payment and collection of accounts receivableaggregate; (vii) any failure to operate entry into any Contract or transaction by the Company or any Subsidiary or modification of any existing Contract which is material to the Company and its Subsidiaries taken as a whole whether or not in the ordinary course of business; (viii) any revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivable other than in the ordinary course of business consistent with past practicepractices; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into action by the Company not in the ordinary course of business.the

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2Since the Balance Sheet Date and through the date hereof, since November 30, 2008 (the “Company and the Subsidiaries of the Company have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice. Since the Balance Sheet Date”) , there has not been occurred: (ia) any change Company Material Adverse Effect; (b) any amendments to or changes in the financial conditionCompany Organizational Documents or equivalent documents of the Company’s Subsidiaries; (c) any material damage to, results destruction or loss of operations, assets, business, or prospects any material asset of the Company as described in or any of its filings with the Securities and Exchange Commission Subsidiaries (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect); (iiid) any sale change by the Company in its accounting methods, principles or transfer practices with respect to the Company and its consolidated Subsidiaries other than those required by GAAP; (e) any revaluation by the Company of any of the its assets or any assets of its consolidated Subsidiaries, including writing down the Company, except sales value of inventory or writing off notes or accounts receivable other than in the ordinary course of the Company’s business of inventory or immaterial amounts of other tangible personal propertyconsistent with past practice; (ivf) any commitment by the Company to any capital expenditure to be paid after the Closing in excess sale of $100,000 for any individual commitment material assets (tangible or $500,000 intangible), individually or in the aggregate; (v) any incurrence , of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after or any of its Subsidiaries, other than the Closing Date; (vi) any alteration in any respect sale of inventory, and the Company’s practices and policies relating to the payment and collection disposition of accounts receivable; (vii) any failure to operate the Company obsolete equipment, in the ordinary course of business consistent with past practice; (viiig) any increase in, product recalls or commitment withdrawals with respect to increase, products manufactured by or on behalf of the compensation payable Company or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employeesits Subsidiaries; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (xh) any material alteration in the manner of keeping the Company’s booksTax, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not or any of its Subsidiaries, other than in the ordinary course of business; (i) any variance or exceedance of, or change to, the Company’s Risk Management Policy or the limits specified therein; and (j) any other action or event that would have required the consent of Parent pursuant to subsections (e), (k), (l), (m), (n) or (o) of Section 6.1, or the authorization of or making any commitment to do such action or event.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.22.8 attached hereto, since November 30the Financial Statement Date, 2008 (the “Balance Sheet Date”) there has not been any (ia) any change Material Adverse Change in the financial conditionbusiness, results of operations, properties, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results condition (financial or otherwise), business results, plans, strategies or prospects of the Company (a “Material Adverse Effect”)any Seller Company; (iib) any damage, destruction or loss, whether or not covered by insuranceinsurance or not, that could have having a Material Adverse Effectcost of $10,000 or more, with regard to Seller Companies’ property and business; (iiic) declaration, setting aside or payment of any sale dividend or transfer distribution (whether in cash, ownership interest or property) with respect to any of the Equity Interests; (d) redemption or other acquisition of any of the assets Equity Interests; (e) increase in the compensation payable to or to become payable by any Seller Company to its officers or employees working in the Business or any adoption of the or increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such officers or employees or any Affiliate of any Seller Company, except sales ; (f) entry into any material Contract not in the ordinary course of the business of inventory business, including without limitation, any borrowing from any new lender or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 the existing credit limits or capital expenditure (except for the capital expenditures set forth in Schedule 2.30 attached hereto); (g) change by any individual commitment Seller Company in accounting methods or $500,000 principles or any write-down, write-up or revaluation of any Acquired Assets of any Seller Company, except depreciation accounted for in the aggregateordinary course of business and write downs of inventory which reflect the lower of cost or market and which are in the ordinary course of business and in accordance with accrual accounting methods; (vh) failure to promptly pay and discharge current liabilities or agree with any incurrence party to extend the payment of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Dateany current liability; (vii) Lien placed on any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivableAcquired Assets other than Permitted Liens; (viij) sale, assignment, transfer, lease, license or otherwise placement of a Lien on any failure to operate of the Company Acquired Assets, except in the ordinary course of business consistent with past practice, or canceled any material debts or Claims; (viiik) sale, assignment, transfer, lease, license or otherwise placement of a Lien on any increase inIntellectual Property rights or other intangible assets, disclosure of any material confidential information to any Person or abandoned or permitted to lapse any Intellectual Property rights; (l) making of, or commitment to increasemake, any charitable contributions or pledges exceeding in the compensation payable aggregate $25,000; or (m) agreement, whether orally or in writing, to become payable to do any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessforegoing.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November Since April 30, 2008 (1997, except as reflected in the “Balance Sheet Date”) there Financial Statements or the SEC Filings, neither the Company nor any Subsidiary has not been (i) declared or paid any change in the financial condition, results of operations, assets, businessdividends, or prospects authorized or made any distribution upon or with respect to any class or series of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Capital Stock; (ii) made Capital Expenditures or commitments therefor, other than such Capital Expenditures or commitments made in the ordinary course consistent with past practice; (iii) made any loans or advances to any Person exceeding $5,000 individually or $25,000 in the aggregate (other than advances for business or travel expenses) or guaranteed the obligations of any Person; (iv) sold, exchanged or otherwise disposed of any of its assets or rights exceeding $5,000 individually or $25,000 in the aggregate, other than the sale, exchange or other disposition of its equipment and services in the ordinary course of business consistent with past practice; (v) incurred any material change in the assets, Liabilities, financial condition, operating results or Business of the Company from that reflected in the Financial Statements, except changes that have not, in the aggregate, had a Material Adverse Effect on the Company; (vi) suffered any damage, destruction or loss, whether or not covered by insurance, that could had or would have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of Effect on the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure waived a right or a debt owed to operate it exceeding $1,000 individually or $5,000 in the Company aggregate, except in the ordinary course of business consistent with past practice; (viii) satisfied or discharged any increase in, Encumbrance or commitment to increase, the compensation payable or to become payable to payment of any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforeobligation, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessbusiness consistent with past practice and that has not had and is not reasonably expected to have a Material Adverse Effect on the Company; (ix) agreed to or made any material change or amendment to any Material Agreement, except in the ordinary course of business consistent with past practice; (x) except as set forth in SCHEDULE 4.12(X), made any material change in any compensation arrangement or agreement with any employee that would increase such employees' compensation by more than ten percent (10%); (xi) permitted or allowed any of its assets to be subjected to any material Encumbrance, other than Encumbrances on equipment in the ordinary course of business consistent with past practice; (xii) written up the value of any inventory, notes or accounts receivable or other assets in any material respect; (xiii) licensed, sold, transferred, pledged, modified, disclosed, disposed of or permitted to lapse any right to the use of any Proprietary Rights; (xiv) made any change in any method of accounting or accounting practice or any change in depreciation or amortization policies or rates previously adopted; (xv) paid, lent or advanced any amount to, sold, transferred or leased any assets to or entered into any material agreement or material arrangement with any of its Subsidiaries or GE (except for the GE Purchase Agreement, the GE Registration Rights Agreement, the GE Warrant Agreement and related documents) or entered into any agreement or arrangement whatsoever with any of its Affiliates other than its Subsidiaries and GE, except for directors' fees, travel expense advances and employment compensation to officers; or (xvi) incurred or suffered any other event or condition of any character that could reasonably be expected to have a Material Adverse Effect on the Company.

Absence of Certain Changes. Except as (a) disclosed on Schedule 3.4.2the Reference Balance Sheet; (b) disclosed in Section 4.16 of the Disclosure Schedule; or (c) expressly contemplated by this Agreement, since November 30the date of the Reference Balance Sheet, 2008 (neither the “Balance Sheet Date”) there has not been Companies nor their Subsidiaries have: (i) suffered any change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have constituting a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Seller Material Adverse Effect; (ii) split, combined or reclassified their capital stock; (iii) any sale materially changed their accounting principles, practices or transfer of any of the assets of the Companymethods, except sales in the ordinary course of the business of inventory as required by GAAP or immaterial amounts of other tangible personal propertyapplicable Law; (iv) declared or paid any commitment dividend or other distribution of cash or other assets or made any payments to Seller or its affiliates (in each case, on a net basis), or released any claims against Seller or its affiliates, except for (A) participation in Seller's cash management program pursuant to which cash collected by the Company Companies and their Subsidiaries is swept by Seller to any capital expenditure to be paid after reduce amounts outstanding under the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments Intercompany Notes and expenditures made by the Company to be performed after Companies and the Closing Date; (vi) any alteration in any respect Subsidiaries are paid with funds provided by Seller increasing the balances of the Company’s practices Intercompany Notes, consistent with past practice, and policies relating to (B) the payment and collection of any accounts receivable; (vii) any failure payable to operate Seller or its affiliates arising from the Company sale in the ordinary course of business of food or other products or services to the Companies and the Subsidiaries by Seller or such affiliates consistent with past practice; (viiiv) materially increased any increase in, compensation or commitment to increase, the compensation payable or to become payable to expanded any perquisites of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ixvi) paid any adoption of a plan liabilities or agreement or amendment to collected any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or receivables other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not than in the ordinary course of businessbusiness based on the normal terms thereof and consistent with past practice; (vii) sold or otherwise transferred any material asset of the Companies or the Subsidiaries; or (viii) otherwise operated the business other than in the ordinary course consistent with past practices.

Absence of Certain Changes. Except as disclosed listed on Schedule 3.4.22.5, since November 30, 2008 (between the “Balance Sheet Date”Date and the date of this Agreement, the Business has been operated in the ordinary course of business consistent with past practice (other than as provided in clause (g) below), and there has not been no (ia) any change in the financial conditionto Seller's Knowledge, results of operations, assets, business, event or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise occurrence that could have has had a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); , (iib) material amendment or termination of any damageMaterial Contract, destruction Material Lease or lossmaterial Permit relating to the Business, other than amendments or terminations in the ordinary course of business, (c) material destruction, damage or other loss to any of the Purchased Assets, whether or not covered by insurance, that could have a Material Adverse Effect; (iiid) any sale material sale, lease, or transfer other disposition of any of the Purchased Assets, other than assets sold, leased or otherwise disposed of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; , (viiie) material purchase or lease of any Purchased Assets, other than assets purchased or leased in the ordinary course of business consistent with past practice, (f) increase in, or commitment to increase, in the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (Employees, other than as included as an accrued liability on the Company’s balance sheetincreases consistent with past practice, (g) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption renewal of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or Telecom Contract other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not than in the ordinary course of businessbusiness (provided that any such renewal shall be deemed to be in the ordinary course of business if it is on terms which, considered on an aggregate basis with all other renewals of and new Telecom Contracts, are not materially less favorable to the Business, after giving consideration to prevailing market factors), (h) incurrence of any material debts, liabilities or obligations other than in the ordinary course of business consistent with past practice, (i) payment, discharge or satisfaction of any material claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge of satisfaction of liabilities or obligations in the ordinary course of its business consistent with past practice, (j) creation of any Lien other than a Permitted Lien on any of the Purchased Assets, (k) cancellation of any material debts owed to Seller, with respect to the Business, or waiver of any claims or rights of substantial value, except in the ordinary course of business consistent with past practice, or (l) agreement or commitment to take any action described in this Section.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2in the -------------------------- Company's filings and reports under the Securities Exchange Act of 1934, as amended (the Exchange Act") filed and publicly available prior to the date of ------------ this Agreement (the "Filed Company SEC Documents") or as set forth in Section --------------------------- ------- 2.4 of the Company Disclosure Schedule, since November 30December 26, 2008 (1999, the “Balance Sheet Date”) Company has -------------------------------------- conducted its business only in the ordinary course, and during such period there has not been (i) any change event, change, effect or development that has had or would reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in the financial condition, results of operations, assets, business, Filed Company SEC Documents or prospects as set forth in Section 2.4 ----------- of the Company as described Disclosure Schedule, since December 26, 1999 there has not been ---------------------------------- (a) any declaration, setting aside or payment of any dividend or other distribution in its filings with respect of the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects capital stock of the Company (a “Material Adverse Effect”)or any redemption or other acquisition by the Company of any capital stock of the Company; (b) any entry into any agreement, commitment or transaction by the Company which is material to the Company, except agreements, commitments or transactions in the ordinary course of business, consistent with prior practice; (c) any split, combination or reclassification of the Company's capital stock or of any other equity interests in the Company, 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 capital stock or of any other equity interests in the Company; (d)(i) any granting by the Company to any officer or director of the Company of any increase in compensation, except in the ordinary course of business consistent with 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 Filed Company SEC Documents, (ii) any granting by the Company to any such officer or director of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents or (iii) any entry by the Company into any employment, severance or termination agreement with any such officer or director; (e) any damage, destruction or loss, whether or not covered by insurance, that could has had or would reasonably be expected to have a Material Adverse EffectEffect on the Company; or (iiif) any sale change in accounting methods, principles or transfer practices by the Company materially affecting the consolidated assets, liabilities, results of any of the assets operations or business of the Company, except sales insofar as may have been required by a change in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessgenerally accepted accounting principles.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November From June 30, 2008 (2003 through the “Balance Sheet Date”) there has not been (i) any change in the financial conditiondate hereof, results of operations, assets, business, or prospects of the Company as described in and its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could Subsidiaries have a material adverse effect on the assets, results (financial or otherwise), conducted their business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of such business consistent with past practices, except as contemplated by this Agreement in connection with the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by Merger and the transactions contemplated thereby. From June 30, 2003 through the date hereof, neither the Company nor any of its Subsidiaries has engaged in any transaction or series of transactions material to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 Company and its Subsidiaries in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company , other than in the ordinary course of business consistent with past practice, and there have not been (a) any events, changes, effects, developments or states of fact that would reasonably be expected to have or constitute a Company Material Adverse Effect; (viiib) any increase declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of the Company; (c) any issuance by the Company, or agreement or commitment of the Company to issue, any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock; (d) any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or commitment its Subsidiaries; (e) any material change in accounting principles, practices or methods; (f) any entry into any employment agreement with, or any material increase in the rate or terms (including, without limitation, any acceleration of the right to increase, the receive payment) of compensation payable or to become payable to by the Company or any of the Company’s executive employees its Subsidiaries to, their respective directors or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforeofficers, except for taxes or other liabilities relating to increases occurring in the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction business in accordance with their customary practices and employment agreements entered into by the Company not in the ordinary course of business; (g) any material increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases occurring in the ordinary course of business in accordance with the Company’s customary practices; (h) any revaluation by the Company or any of its Subsidiaries of any material amount of their assets, taken as a whole, including, without limitation, write-downs of inventory or write-offs of accounts receivable other than in the ordinary course of business consistent with past practices; and (i) any action of the type described in Section 7.1(a) or Section 7.1(b) that had such action been taken after the date of this Agreement would be in violation of such Section.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.24.09 hereto, since November 30March 31, 2008 (the “Balance Sheet Date”) 2004 there has not been any: (ia) any change in the financial conditiondamage, results of operations, assets, businessdestruction, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) casualty or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction personal injury or loss, whether or not covered by insuranceinsured, that could have affecting a Material Adverse Effectmaterial portion of the assets or properties of the Company; (iiib) material change in the Company’s customary methods of operations or the manner in which the Business is conducted; (c) change in the Company’s accounting policies, procedures or methodologies or tax principles, practices or policies, (d) any sale increase in reserves or transfer any revaluation of any of the assets Company’s assets; (e) sale, transfer or assignment of any material tangible or intangible asset of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyBusiness; (ivf) material mortgage, pledge or imposition of any commitment Lien on any asset of the Company, or material lease of real property, machinery, equipment or buildings entered into by the Company; (g) declaration, setting aside or payment of any dividend or any other distribution in respect of any capital stock or other securities of the Company or, directly or indirectly, any purchase, redemption, issuance, or other acquisition or disposition by the Company of any shares of capital stock or other securities or grant of any option relating to any its authorized shares of capital expenditure stock, except regularly scheduled quarterly dividends to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments pay Taxes that are due and payable by the Company Sellers and attributable to be performed after the Closing Date; (vi) any alteration in any respect earnings of the Company’s practices and policies relating to the payment and collection of accounts receivable; (viih) capital investment in, loan to, or acquisition of the securities or assets of (including by merger or consolidation), any failure other Person; (i) increase in the compensation, bonus or other benefits payable to operate directors, consultants, officers or employees of the Company Company, other than increases in the ordinary course of business consistent with past practice; (viii) any increase in, practice or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement payments made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessthe Business consistent with past practice; (j) delay or postponement of any accounts payable or other material liabilities or acceleration or acceptance of the prepayment of any notes or accounts receivable outside the ordinary course of the Business; (k) change made or authorization to make a change to the Company’s Articles of Incorporation or Bylaws; (l) amendment or termination of any material contract, agreement or Permit, (m) waiver, settlement or release of any material right or claim relating to the Business, except in the ordinary course of the Business, (n) write-off as uncollectible any notes or accounts receivable related to the Business, except write-offs in the ordinary course of the Business charged to applicable reserves, none of which individually or in the aggregate is material to the Business; (o) change in the terms of Extended Service Plans sold, (p) capital expenditure not in accordance with the capital expenditure plan included in the Confidential Memorandum, (q) event or condition of any character that constitutes or could reasonably be expected to constitute a Material Adverse Effect; or (r) agreement, whether or not in writing, to do any of the foregoing.

Absence of Certain Changes. Except as disclosed on in the SEC Documents (as --- -------------------------- defined in Section 2.6 below) or as contemplated by this Agreement or as set forth in Schedule 3.4.22.5, since November 30March 31, 2008 (1998, no event has occurred, and no ------------ circumstances exist, that could reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the “Balance Sheet Date”) Company's filings and reports under the Exchange Act or as set forth in Schedule 2.5, since March 31, 1998, there ------------ has not been (ia) any change declaration, setting aside or payment of any dividend or other distribution in respect of the financial condition, results of operations, assets, business, or prospects capital stock of the Company or any redemption or other acquisition by the Company of any shares of Common Stock or other equity securities of the Company; (b) any entry into any agreement, commitment or transaction by the Company or any of its subsidiaries which is material to the Company and its subsidiaries taken as described a whole, except agreements, commitments or transactions in the ordinary course of business, consistent with prior practice; (c) any split, combination or reclassification 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 its filings with capital stock; (d)(i) any granting by the Securities and Exchange Commission (“SEC Filings”) Company or otherwise that could have a material adverse effect on the assets, results (financial any of its subsidiaries to any officer or otherwise), business or prospects key employee of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business consistent with 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 SEC Documents, (a “Material Adverse Effect”)ii) any granting by the Company or any of its subsidiaries to any such officer or key employee of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the SEC Documents, or (iii) any entry by the Company or any of its subsidiaries into any employment, severance or termination agreement with any such officer or key employee; (iie) any damage, destruction or loss, whether or not covered by insurance, that could reasonably be expected to have a Material Adverse Effect; or (iiif) any sale change in accounting methods, principles or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment practices by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment materially affecting its assets, liabilities or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforebusiness, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into insofar as may have been required by the Company not a change in the ordinary course of businessgenerally accepted accounting principles.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.2SCHEDULE 5.6, since November 30December 31, 2008 (1995 the “Balance Sheet Date”) Seller, VWS and VSI have carried on the VECTRA Waste Business only in the ordinary course, and there has not been been, insofar as it relates to the VECTRA Waste Business or the Acquired Waste Business Assets: (ia) any change in the financial condition, results of operations, assets, businessliabilities, sales, income or prospects business of any of the Company as described Seller, VWS or VSI or in its filings their relationships with suppliers, customers or lessors, other than changes which were both in the Securities ordinary course of business and Exchange Commission (“SEC Filings”) have not resulted in, either in any case or otherwise that could have in the aggregate, a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (iib) any acquisition or disposition by any of the Seller, VWS or VSI of any asset or property other than in the ordinary course of business; (c) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) materially and adversely affecting, either in any sale case or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate, the Acquired Waste Business Assets or the VECTRA Waste Business; (vd) except for any incurrence of additional indebtedness for borrowed money increases or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company payments reflected in the ordinary course of business consistent with past practice; (viii) year to date gross wages reflected on SCHEDULE 5.14, any increase inin the compensation, pension or commitment to increase, the compensation other benefits payable or to become payable by any of the Seller, VWS or VSI to any of the Company’s executive employees listed on SCHEDULE 5.14, or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) payments or similar arrangement arrangements made to or with any of them (other than pursuant to the Company’s executive employeesterms of any existing written agreement or plan of which the Buyer has been supplied complete and correct copies of); (ixe) any adoption entry by any of a plan the Seller, VWS or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) VSI into any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase other than in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assetsbusiness; or (xivf) any material transaction entered into incurrence by any of the Company not Seller, VWS or VSI of any obligations or liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business.

Absence of Certain Changes. Except as disclosed on set forth in Schedule 3.4.24.8, since November 30the date of the Latest Balance Sheet, 2008 (the “Balance Sheet Date”) business of the Company has been conducted in the ordinary course of business consistent in all material respects with past practice and there has not been been: (i) any change event, occurrence or development which, individually or in the financial conditionaggregate, results of operations, assets, businesshas had, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have reasonably be expected to have, a material adverse effect Material Adverse Effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Company; (ii) any damageincurrence, destruction assumption or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment guarantee by the Company to of any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by (other than interest accrued under the Company to be performed after the Closing Date; (vi) any alteration in any respect terms of the Company’s practices and policies relating Bank Credit Facility) or any obligation to pay the payment and collection deferred purchase price of accounts receivable; property of a type that should be reflected as indebtedness on a balance sheet in accordance with GAAP (vii) any failure to operate the Company other than trade payables incurred in the ordinary course of business consistent with past practice); (iii) any making of any loan, advance or capital contribution to or investment in any Person; (iv) any damage, destruction, loss or casualty (whether or not covered by insurance) affecting the business, properties or assets of the Company which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company; (v) any material change in the method of accounting or accounting practice by the Company, except for any such change required by reason of a concurrent change in GAAP; (vi) any transaction or commitment made, or any contract or agreement entered into, by the Company that is material to the business or operations of the Company (including the acquisition or disposition of assets) or any relinquishment by the Company of any material contract or other right, in either case, other than transactions and commitments in the ordinary course of business consistent in all material respects with past practices and those contemplated by this Agreement; (vii) any material increase in compensation payable or benefits to directors, executive officers or key employees of the Company or any grant of any severance, termination or retention payment to any director, officer or key employee of the Company; (viii) any increase inlabor dispute, other than routine grievances, or commitment to increaseany lock out, the compensation payable strikes, slowdowns, work stoppages or to become payable threats thereof by or with respect to any employees of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption capital expenditure, or commitment for capital expenditure, for additions or improvements to property, plant and equipment in excess of $200,000, that was not part of the Company's capital budget included in Schedule 4.8 hereto (other than as required to effect a plan cure as permitted under paragraph (c) of the definition of the term "Material Adverse Effect"); or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts commitment or records, (xi) agreement to do any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessforegoing.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2in the Company Reports filed prior to the date hereof or otherwise set forth in Section 5.1(f) of the Company Disclosure Letter, since November 30, 2008 (the “Balance Sheet Date”) Audit Date and prior to the date hereof the Company and its Subsidiaries have conducted their businesses only in the ordinary and usual course of such businesses and there has not been (i) any change change, event or circumstance which, individually or in the financial conditionaggregate, results of operations, assets, business, has had or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could would reasonably be expected to have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any material damage, destruction or lossother casualty loss with respect to any material tangible asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale declaration, setting aside or transfer payment of any dividend or other distribution in respect of the assets stock of the Company, except sales in for regular quarterly cash dividends on its Common Shares publicly announced prior to the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertydate hereof; (iv) any commitment material change by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment accounting principles, practices or $500,000 in the aggregatemethods other than those required by GAAP or SAP; (v) any incurrence of additional indebtedness material addition, or any development involving a prospective material addition, to the Company's aggregate reserves for borrowed money future policy benefits or entering into long term contracts other policy claims and benefits; or commitments by the Company to be performed after the Closing Date; (vi) any alteration change in the accounting, actuarial, investment, reserving, underwriting or claims administration policies, practices, procedures, methods, assumptions or principles of any respect Company Insurance Subsidiary that is material to the Company and its Subsidiaries, taken as a whole. Since the Audit Date, except as provided for herein, or as set forth in Section 5.1(f) of the Company’s practices and policies relating Company Disclosure Letter, or as disclosed in the Company Reports filed prior to the payment and collection of accounts receivable; (vii) date hereof, there has not been any failure to operate increase in the compensation payable or that could become payable by the Company or any of its Subsidiaries to any of the top 12 most highly compensated employees or any amendment of any of the Compensation and Benefit Plans (as defined in Section 5.1(h)(i)) other than increases or amendments in the ordinary course of business consistent with past practice; (viii) any increase in, and increases or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into amendments approved by the Company not in the ordinary course of businessParent.

Absence of Certain Changes. Except as disclosed on set forth in Schedule 3.4.23.7, since November 30, 2008 (the “Balance Sheet Date”) , the business of the Company has been conducted only in the Ordinary Course of Business and there has not been (i) any change event, occurrence, change, development, condition or state of circumstances which has had or could reasonably be expected to have, individually or in the financial conditionaggregate, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); . Without limiting the generality of the foregoing, except as set forth in Schedule 3.7, since the Balance Sheet Date, there has not occurred: (iii) any damage, destruction or loss, whether or not adequately covered by insurance, that could have a Material Adverse Effectinvolving any Asset in excess of $50,000; (ii) any adoption or modification of any Benefit Plan made to, for or with any employees of the Company; (iii) any sale change in compensation payable (including, without limitation, commission, bonus or transfer of other direct or other remuneration) or to become payable by the Company to its employees, directors, officers or agents or change in benefits under any of the assets of the CompanyBenefit Plan, except sales in each case other than changes made in the ordinary course Ordinary Course of the business of inventory or immaterial amounts of other tangible personal propertyBusiness; (iv) any sale or other disposition of any Assets of the Company, other than sales or dispositions made in the Ordinary Course of Business; (v) any creation or other incurrence of a Lien of any kind upon any Assets of the Company except Permitted Liens; (vi) any change in the method of allocation of expenses, liabilities or income between the Company and any other subsidiaries, divisions or business units of the Company or the Parent or any other change in the method of accounting or accounting practices of the Company; (vii) any amendment, termination, waiver, cancellation or release of any rights or claims of material value, including rights or claims under any Material Contract, or any waiver or release of any right or claim relating to the Company's business against any affiliate (as defined in Rule 405 under the Securities Act, "affiliate") of any of the Parent or the Company; (viii) any discharge or payment of any material obligation or liability of the Company other than in the Ordinary Course of Business; (ix) any incurrence of Indebtedness by the Company; (x) any capital expenditures or commitments by the Company for any addition to property, plant or equipment exceeding $20,000 individually or $100,000 in the aggregate; (xi) any material cancellation or waiver of any debts to or any claims of the Company except in the Ordinary Course of Business; (xii) any declaration, setting aside or payment of any dividend or other distribution with respect to the Stock, or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of the Company, or other payments to any of the Company's stockholders in their capacity as such; (xiii) any amendment of any material term of any outstanding security of the Company or any recapitalization or reclassification of the capital stock of the Company; (xiv) (A) any employment agreement with or for the benefit of any of the Company's directors, officers, employees or agents; (B) any payment of any pension, retirement allowance or other employee benefit not required to be paid by any existing Benefit Plan; or (C) any commitment made by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating 's directors, officers, employees or agents with respect to the payment and collection of accounts receivableany additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation, group insurance, severance pay, retirement or other Benefit Plan; (viixv) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, amendment or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment termination (other than as included as an accrued liability on by completion thereof) of any Material Contract; (xvi) any change or modification in any material respect to the Company’s balance sheet) 's credit, collection or similar arrangement made to payment policies, procedures or with any practices, including acceleration of the Company’s executive employees; collections or receivables (ix) any adoption whether or not past due), acceleration of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner payment of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes payables or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business.failure to

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.23.17 of the CMGO Disclosure Schedules, since November 30the date of the AE Financial Statements, 2008 (the “Balance Sheet Date”) there has not been any: (ia) any change Material Adverse Effect with respect to the business of AE, and no event has occurred that may result in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have such a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (iib) purchase, redemption, retirement or other acquisition by AE of any damageAE equity interest; (c) amendments to the Organizational Documents of AE; (d) payment or increase by AE of any bonuses, salaries or other compensation (including management or other similar fees) or entry into any employment, severance or similar Contract with any employee engaged in AE’s business, other than increases in salary to employees made in the Ordinary Course of Business; (e) adverse change in employee relations which has or is reasonably likely to have a Material Adverse Effect on AE; (f) damage to or destruction or lossloss of any of the assets or property of AE, whether or not covered by insurance, that could have reasonably be expected to constitute a Material Adverse EffectEffect on AE; (iiig) entry into, termination or acceleration of, or receipt of notice of termination by AE of (1) any material license, distributorship, dealer, sales representative, joint venture, credit or similar agreement relating to AE’s business, or (2) any Contract or transaction involving a Liability by or to AE (other than the Liabilities incurred in the Ordinary Course of Business); (h) sale (other than sales of inventory in the Ordinary Course of Business, if any), lease or transfer other disposition of any of the assets or property of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyAE; (ivi) mortgage, pledge or imposition of any commitment Lien on any assets or property of AE; (j) (1) delay or failure to repay when due any obligation of AE, which delay or failure could have a Material Adverse Effect on AE, or (2) delay or failure to repay when due any obligation of AE which delay or failure could have a Material Adverse Effect on AE; (k) cancellation or waiver by the Company AE of any claims or rights with a value to any capital expenditure to be paid after the Closing AE in excess of Fifty Thousand Dollars ($100,000 for any individual commitment 50,000) individually or $500,000 in the aggregate; (vl) licensing out on an exclusive basis or other than in the Ordinary Course of Business, disposition or lapsing of any incurrence Intellectual Property or any disclosure to any Person of additional indebtedness for borrowed money any trade secret or entering into long term contracts or commitments by the Company to be performed after the Closing Dateother confidential information without appropriate protections in place; (vim) any alteration change in any respect of the Company’s accounting methods, principles or practices and policies relating to the payment and collection of accounts receivableused by AE; (viin) any failure to operate the Company capital expenditures by AE in excess of $20,000 individually or $50,000 in the ordinary course of business consistent aggregate; or (o) agreement, whether oral or written, by AE with past practice; (viii) any increase in, or commitment respect to increase, the compensation payable or to become payable to do any of the Company’s executive employees or any bonus payment (foregoing other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve expressly provided for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessherein.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2Since December 31, since November 301999, 2008 (except for -------------------------- the “Balance Sheet Date”) negotiation and execution of this Agreement, the Company and its subsidiaries have conducted their respective businesses and operations consistent with past practice only in the ordinary and usual course and there has have not been occurred (i) any change events, changes, or effects (including the incurrence - of any liabilities or obligations of any nature, whether accrued, contingent or otherwise) having, or which would reasonably be expected to have, individually or in the financial conditionaggregate, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (ii) any material adverse change -- in the availability of capital for the commercial or multi-family mortgage markets; (iii) any sale declaration, setting aside or transfer payment of any dividend or --- other distribution (whether in cash, stock or property) with respect to the equity interests of the Company or of any of its subsidiaries (except for cash dividends paid to the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyCompany by its wholly owned subsidiaries); (iv) any commitment change by the Company to or any capital expenditure to of its subsidiaries -- in accounting principles, practices or methods, except insofar as may be paid after the Closing required by a change in excess of $100,000 for any individual commitment or $500,000 in the aggregateGAAP; (v) any incurrence grant of additional indebtedness for borrowed money Options or entering into long term contracts or commitments by the stock appreciation - rights under any Company to be performed after the Closing DateBenefit Plan; (vi) any alteration increase in the compensation of -- any respect officer or grant of any general salary or benefits increase to the employees of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company other than in the ordinary course of business consistent with past practice; (viiivii) any increase inadoption, amendment or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees execution (or any --- representation regarding the adoption, amendment or execution) of any employment, consulting, retention, change of control, collective bargaining, bonus payment (or other than as included as an accrued liability on the Company’s balance sheet) incentive compensation, profit sharing, health or similar arrangement made to other welfare, stock option or with any of the Company’s executive employees; (ix) any adoption of a other equity, pension, retirement, vacation, severance, deferred compensation plan or agreement arrangement for the benefit of any employee, consultant or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate director of the Company; (xiiviii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into entry by the Company not into any agreement, ---- commitment or transaction or any incurrence of any liability (direct, contingent or otherwise) that is material to the Company and its subsidiaries, taken as a whole, other than in the ordinary course of business; or (ix) any other action -- or failure to act by the Company which, if occurring after the date of this Agreement, would constitute a breach of Section 6.1 hereof.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2shall be set forth in Section 2.10 of the Disclosure Schedule, to the best of UAC's knowledge, since November June 30, 2008 (the “Balance Sheet Date”) 2000, there has not been been: (i) any material adverse change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission liabilities (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial contingent or otherwise), income or business or prospects of the Company (a “Material Adverse Effect”)UAC; (ii) any damage, destruction or loss, loss (whether or not covered by insurance, that could have a Material Adverse Effect) materially and adversely affecting the properties or business of UAC; (iii) any sale declaration or transfer payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of UAC; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by UAC to any of its officers, directors, employees, consultants or agents other than raises or increases in compensation consistent with prior policy that are not in excess of five percent of the individual's annual compensation or hourly rate; (v) the creation of any material Encumbrance on any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase inUAC, or commitment to increasethe amendment, the compensation payable modification or to become payable to extension of any of the Company’s executive employees or existing material Encumbrance on any bonus payment (such asset other than as included as an accrued liability on the Company’s balance sheetany such creation, amendment, modification or extension effected (A) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business, (B) as required in connection with the UAC Merger, (C) in connection with the transfer of those certain assets set forth on Section 2.10 of the Disclosure Schedule; or (D) for current taxes or assessments which are not yet due, or being contemplated in good faith by appropriate proceedings; (vi) any sale, assignment, transfer, conveyance, lease, hypothecation, abandonment or other disposition of or agreement to sell, assign, transfer, convey, lease, hypothecate, abandon or otherwise dispose of, any of the material assets of UAC, other that (A) assets sold in the ordinary course of business; (B) the assets set forth on Section 2.10 of the Disclosure Schedule; or (C) any assets which are scrapped as obsolete in conformance with customary procedure.

Absence of Certain Changes. Except Since January 1, 1999, except as disclosed set forth on Schedule 3.4.2SCHEDULE 3.9 hereto or the Shareholders' Committee Disclosure Schedule, since November 30, 2008 (the “Balance Sheet Date”) there has have not been (ia) any change material changes in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial liabilities, sales, income or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Company; (iib) any changes in its relationships with suppliers, customers or lessors, other than changes which were both in the ordinary course of business and have not been, either in any case or in the aggregate, materially adverse; (c) any acquisition or disposition by the Company of any asset or property other than in the ordinary course of business; (d) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effectmaterially and adversely affecting, either in any case or in the aggregate, the property or business of the Company; (iiie) any sale direct or transfer indirect redemption, purchase or other acquisition of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyCompany Stock; (ivf) any commitment change in pension or other benefits payable or to become payable by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for officers or employees; (g) any individual commitment or $500,000 changes in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company personnel other than changes which were both in the ordinary course of business consistent with past practiceand have not been, either in any case or in the aggregate, materially adverse; (viiih) any increase in, forgiveness or commitment to increase, the compensation payable cancellation of any debt or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into claim by the Company not or any waiver of any right of material value other than compromises of accounts receivable in the ordinary course of business; (i) any entry by the Company into any transaction other than in the ordinary course of business; (j) any incurrence by the Company of any obligations, commitments or liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business; (k) any mortgage, pledge, lien, lease, security interest or other charge or encumbrance placed on any of the assets, tangible or intangible, of the Company; (l) any discharge or satisfaction by the Company of any lien or encumbrance or payment by the Company of any obligation or liability (fixed or contingent) other than (A) current liabilities included in the Audited Balance Sheet and (B) current liabilities incurred since the date of the Audited Balance Sheet in the ordinary course of business. Except as set forth on SCHEDULES 3.9, 3.10, 3.22, 3.23 AND 3.24, the Company has no liabilities of any nature whatsoever other than the liabilities set forth on the balance sheet included in the Interim Financials, and except for other liabilities of the Seller incurred in the ordinary course of business since the date of the balance sheet included in the Interim Financials. The reserves established for such liabilities on such balance sheet were established based on reasonable assumptions made in good faith and consistent with the Company's past practices.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November Since September 30, 2008 (the “Balance Sheet Date”) 1997, there has not been (ia) any change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Change (as defined in SECTION 12.3) to the Company; (iib) any damage, destruction or loss, whether or not covered by insuranceinsurance or not, that could have having a Material Adverse EffectEffect on the Company; (iiic) any sale payment by the Company to, or transfer any notice to or acknowledgment by the Company of any of material amount due or owing to, the assets Company's self-insured carrier, if any, in connection with any self-insured amounts or liabilities under health insurance covering employees of the Company, except sales in each case, in excess of a reserve therefor on the balance sheet for the fiscal year ended December 31, 1996 included in the ordinary course Financial Statements; (d) any declaration, setting aside or payment of any dividend or distribution (whether in cash, stock or property) in respect of the business Company's capital stock, or any redemption or other acquisition of inventory or immaterial amounts of other tangible personal propertysuch capital stock by the Company; (ive) any commitment increase in the rate of compensation or in the benefits payable or to become payable by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment its directors, officers, employees or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company consultants other than in the ordinary course of business and consistent with past practiceprior practices; (viiif) any increase inamendment, modification or termination of any existing, or commitment to increaseentering into any new, the compensation payable Contract or to become payable plan relating to any of the Company’s executive employees salary, bonus, insurance, pension, health or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) employee welfare or similar arrangement made to benefit plan for or with any of the Company’s executive employees; (ix) any adoption of a plan directors, officers, employees or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate consultants of the Company; (xiig) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) entry into any material transaction entered into by the Company Contract not in the ordinary course of business, including without limitation relating to any borrowing or capital expenditure; (h) any disposition by the Company of any material asset other than in the ordinary course of business and consistent with prior practices; (i) any material adverse change in the sales patterns, pricing policies, accounts receivable or accounts payable relating to the Company; (j) any write-down of the value of any inventory having an aggregate value in excess of $5,000, or write-off, as uncollectible, of any notes, trade accounts or other receivables having an aggregate value in excess of $5,000; or (k) any change by the Company in accounting methods or principles.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2Since January 1, since November 301999, 2008 (the “Balance Sheet Date”) there has not been been: (i) any material adverse change in the condition (financial conditionor otherwise), results of operations, assets, businessliabilities, or prospects business of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Company; (ii) any damage, destruction or loss, loss (whether or not covered by insurance) adversely affecting the properties, that could have a Material Adverse Effectassets, liabilities, or business of the Company; (iii) any sale declaration, setting aside, or transfer payment of any dividend or other distribution in respect of the assets capital stock of the Company, other than an annual dividend of one dollar per share (an annual aggregate of $5,332), or any direct or indirect redemption, retirement purchase or other acquisition of any of such capital stock or any issuance of shares of capital stock or the granting, issuance or exercise of any right, warrant, option or similar commitment relating to the Company's authorized or issued capital stock; (iv) any increase in the compensation, commissions or perquisites payable or to become payable by the Company to any director, officer, employee or agent of the Company except sales those incurred in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company consistent with past practice, or any payment of any bonus, profit sharing or other extraordinary compensation to any capital expenditure to be paid after the Closing in excess employee of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company except those incurred in the ordinary course of business of the Company consistent with past practice; (viii) any increase inpractice including, or commitment to increasebut not limited to, the compensation payable bonuses that the Company has paid or intends to become payable pay prior to any Closing based upon the results of the March 31, 1999 Statements, such bonuses to be in the approximate amount of $400,000 and to be paid in the ordinary course of the Company’s executive employees 's business; (v) any change in the accounting methods or practices followed by the Company or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration change in the manner of keeping the Company’s books, accounts amortization policies or records, (xi) any transaction with any affiliate of rates theretofore adopted by the Company; (xiivi) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations cancellation of the Company since debts owed to or claims held by the Balance Sheet DateCompany; (xiiivii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not other than in the ordinary course of business, any sale, lease, abandonment or other disposition by the Company of any real property or of any machinery, equipment or other operating properties, or any intangible assets utilized in the business of the Company; or (viii) except as set forth in the Disclosure Schedule, any notice given to a management or executive employee of the Company that any customer involving annual sales in excess of $1,000 has discontinued or intends to discontinue doing business with the Company, or substantially reduce the volume of such business. In addition, Sellers shall not make or cause any such changes through the Closing Date, and they shall report all such changes they become aware of in writing to Buyer's representatives preparing the Closing Balance Sheet and pursuant to the notice provisions set forth in Section 10.10 of this Agreement.

Absence of Certain Changes. Except Since December 31, 1998, the business of the Company has been conducted only in the ordinary course and consistent with past practices, and except as disclosed on Schedule 3.4.2set forth at Section 4.9 of the Disclosure Schedule, since November 30, 2008 (the “Balance Sheet Date”) there has not been (ia) any material adverse change in the financial condition, results of operations, assets, business, (or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise any event that could will have a material adverse effect on change) in the assets, results condition (financial or otherwise), business assets, liabilities, earnings, business, operations or prospects of the Company (a “"Material Adverse Effect”Change"); (iib) any damage, destruction destruction, casualty or loss, other similar occurrence or event (whether or not covered by insuranceinsured against), that could have a Material Adverse Effectwhich either singly or in the aggregate materially adversely affects the assets, liabilities, earnings, business or operations of the Company; (iiic) any sale mortgage or transfer pledge of or encumbrance attached to any of the properties or assets of the Company, except sales Company not in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertybusiness; (ivd) any incurrence or creation of any liability, commitment by the Company to any capital expenditure to be paid after the Closing or obligation in excess of $100,000 10,000 by the Company, except unsecured trade payables and other unsecured liabilities incurred in the ordinary course of business, and capital expenditures or contracts and commitments for capital expenditures made or entered into in the ordinary course of business; (e) any individual commitment sale, transfer or other disposition by the Company of any of its assets (other than the Personal Assets as defined in Section 6.1(m)) in excess of $500,000 50,000 in the aggregate; (v) any incurrence of additional indebtedness , except for borrowed money or entering into long term contracts or commitments inventory sold by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business business; (f) any amendments or changes to the Certificate of Incorporation or Bylaws of Company; (g) any labor trouble, claim of wrongful discharge, or unlawful labor practice or claim (except matters in the aggregate will not result in potential damages greater than $20,000); (h) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Company; (i) any revaluation by Company of any of its assets; (j) any declaration, setting aside or payment of a dividend or other distribution or deposit with respect to the capital stock of Company or a Shareholder, or direct or indirect redemption, purchase or other acquisition by Company of any of its capital stock except such dividends or other distributions totaling $1,410,000 which dividends and distributions were consistent with past practicethe historical practice and policy of Company; (viiik) any increase in, in the salary or commitment to increase, the other compensation payable or to become payable to any of the Company’s executive its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus payment (or other than as included as an accrued liability on additional salary or compensation to any such person and except for increases, payments or commitments in the Company’s balance sheet) or similar arrangement made to or ordinary course of business and consistent with any of the Company’s executive employeespast practices; (ixl) any adoption amendment or termination of a plan or any material contract, agreement or amendment license to which Company is a party or by which it is bound; (m) any loan by Company to any plan person or agreement providing entity, incurring by Company of any new indebtedness, guaranteeing by Company of any indebtedness, issuance or additional fringe benefits; (x) sale of any material alteration in the manner debt securities of keeping the Company’s books, accounts Company or records, (xi) guaranteeing of any transaction with any affiliate debt securities of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforeothers, except for taxes or other liabilities relating advances to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) any waiver or release of any material right or claim of Company, including any write-off or other compromise of any account receivable of Company other than in the ordinary course of business and consistent with past practices; (o) any commencement or notice or threat of commencement of any lawsuit or proceeding against or governmental investigation of Company or its affairs; or (p) any issuance or sale by Company of any of its shares of capital stock, or securities or option or warrants exchangeable, convertible or exercisable therefor, or of any other of its securities.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2Since December 31, since November 301996, 2008 (the “Balance Sheet Date”) there has not been (ia) any change Material Adverse Change (as defined in SECTION 12.3) in the business, prospects, financial condition, results of operationsrevenues, assetsexpenses, businessaccounts receivable, accounts payable or prospects operations of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Companies; (iib) any damage, destruction or loss, whether or not covered by insuranceinsurance or not, that could have having a Material Adverse Effect, with regard to the Companies' properties and business; (iiic) any sale payment by the Companies to, or transfer any notice to or acknowledgment by the Companies of any amount due or owing to, the Companies' self-insured carrier, if any, in connection with any self-insured amounts or liabilities under health insurance covering employees of the assets of the CompanyCompanies, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing each case, in excess of $100,000 a reserve therefor on the balance sheet for any individual commitment or $500,000 the fiscal year ended December 31, 1996 included in the aggregateFinancial Statements; (vd) any incurrence declaration, setting aside or payment of additional indebtedness for borrowed money any dividend or entering into long term contracts distribution (whether in cash, stock or commitments by the Company to be performed after the Closing Date; (viproperty) any alteration in any respect of the Company’s practices and policies relating to Companies' capital stock, or any redemption or other acquisition of such capital stock by the payment and collection of accounts receivableCompanies; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viiie) any increase in, in the rate of compensation or commitment to increase, in the compensation benefits payable or to become payable by the Companies to their respective directors, officers, employees or consultants; (f) any amendment, modification or termination of any existing, or entering into any new, contract, agreement, arrangement or plan relating to any of the Company’s executive employees salary, bonus, insurance, pension, health or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) employee welfare or similar arrangement made to benefit plan for or with any directors, officers, employees or consultants of the Company’s executive employeesCompanies; (ixg) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) entry into any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company Contract not in the ordinary course of business, including without limitation relating to any borrowing or capital expenditure; (h) any disposition by the Companies of any asset; or (i) any change by the Companies in their respective accounting methods or principles.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2Since December 31, since November 30, 2008 1999 (the “"LLC -------------------------- Balance Sheet Date”) "), LLC has conducted its business in the ordinary course consistent with past practice and there has not been occurred: (i) any change in the financial conditionchange, results of operations, assets, business, event or prospects of the Company as described in its filings with the Securities and Exchange Commission condition (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance) that has resulted in, that could have or might reasonably be expected to result in, a Material Adverse EffectEffect on LLC; (ii) any acquisition, sale or transfer of any material asset of LLC; (iii) any sale change in accounting methods or transfer practices (including any change in depreciation or amortization policies or rates) by LLC or any revaluation by LLC of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyits assets; (iv) any commitment declaration, setting aside, or payment of a distribution with respect to the membership interests of LLC, or any direct or indirect redemption, purchase or other acquisition by LLC of any of its membership interests ; (v) any Material Contract entered into by LLC, other than as provided to Purchaser, or any material amendment or termination of, or default under, any Material Contract to which LLC is a party or by which it is bound; (vi) any amendment or change to the Limited Liability Company Operating Agreement of LLC; (vii) any increase in or modification of the compensation or benefits payable or to become payable by LLC to any of its directors, employees or consultants; (viii) capital expenditure to be paid after the Closing in excess of expenditures or capital commitments by LLC exceeding $100,000 for any individual commitment 25,000 individually or $500,000 50,000 in the aggregate; (vix) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase indestruction of, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made damage to or with loss of any material assets, business or customer of the Company’s executive employees; LLC (ix) any adoption of a plan whether or agreement or amendment to any plan or agreement providing any new or additional fringe benefitsnot covered by insurance); (x) any material alteration in the manner labor trouble or claim of keeping the Company’s books, accounts wrongful discharge or records, other unlawful labor practice or action; or (xi) any transaction with negotiation or agreement by LLC to do any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not things described in the ordinary course of businesspreceding clauses (i) through (x) (other than negotiations with Purchaser and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.23.8, since November 30the date of the Audited Balance Sheet, 2008 (the “Balance Sheet Date”) there has not been been: (i) any change in the financial condition, results business of operations, assets, business, Target or prospects of the Company as described in its filings relationships with suppliers other than changes which were both in the Securities ordinary course of business and Exchange Commission (“SEC Filings”) or otherwise that could have not had a material adverse effect on the assetsbusiness, results (assets or financial or otherwise), business or prospects condition of the Company (a “Material Adverse Effect”)Target; (ii) any acquisition or disposition by Target of any material amount of assets or properties other than in the ordinary course of business; (iii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) materially and adversely affecting, either in any sale case or transfer of any of the assets of the Company, except sales in the ordinary course of aggregate, the business of inventory or immaterial amounts of other tangible personal propertyTarget; (iv) any commitment by declaration, setting aside or payment of any dividend or any other distributions in respect of any class of the Company to any capital expenditure to be paid after the Closing in excess stock of $100,000 for any individual commitment or $500,000 in the aggregateTarget; (v) any incurrence issuance of additional indebtedness for borrowed money any shares of any class of the capital stock of Target or entering into long term contracts any direct or commitments by indirect redemption, purchase or other acquisition of any shares of any class of the Company to be performed after the Closing Datecapital stock of Target; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company increase in the ordinary course of business consistent with past practice; (viii) any increase incompensation, pension or commitment to increase, the compensation other benefits payable or to become payable by Target to any of the Company’s executive employees its officers or employees, or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) payments or similar arrangement arrangements made to or with any of them; (vii) any entry by Target into any transaction other than in the Company’s executive employeesordinary course of business; (viii) any incurrence by Target of any material obligations or liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business; (ix) any adoption mortgage, pledge, lien, lease, security interest or other charge or encumbrance on any of a plan the assets, tangible or agreement or amendment to any plan or agreement providing any new or additional fringe benefitsintangible, of Target, other than those arising by operation of law which do not materially impair the operation of Target's business; (x) any material alteration change in the manner of keeping the Company’s booksaccounting principles, accounts practices or records, methods used by Target; or (xi) any transaction with discharge or satisfaction by Target of any affiliate lien or encumbrance or payment by Target of any obligation or liability (fixed or contingent) other than (A) current liabilities included in the Audited Balance Sheet and (B) current liabilities incurred since the date of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Audited Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business.

Absence of Certain Changes. Except Since June 30, 2002, and except as disclosed in the Company's Quarterly Reports on Schedule 3.4.2, since November Form 10-Q for the quarterly periods ended June 30, 2008 (the “Balance Sheet Date”) 2002 and September 30, 2002, there has not been been: (i) any change event, occurrence, fact, condition, change, development or effect (an "Event"), except for Events that have not had and would not be reasonably likely to have, individually or in the financial conditionaggregate, results of operations, assets, business, or prospects of the a Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damagedeclaration, destruction payment or losssetting aside for payment of any dividend or other distribution by the Company or any Company Subsidiary (except to the Company) or any redemption, whether purchase or not covered other acquisition by insurance, that could have a Material Adverse Effectthe Company or any Company Subsidiary of any shares of capital stock or securities of the Company or any Company Subsidiary; (iii) any sale Significant Transaction by the Company or transfer any Company Subsidiary of any contract or agreement entered into in respect thereof; (iv) any material change by the Company to its accounting policies, practices, or methods; (v) any issuance or grant by the Company or any Company Subsidiary of any rights (including stock appreciation rights, subscriptions, warrants, puts, calls, preemptive rights and options), obligation to repurchase or redeem, or any other rights, or other agreements of any kind, relating to, or the value of which is tied to the value of, any of the assets outstanding, authorized but not issued, unauthorized or treasury shares of the Companycapital stock or any other security of the Company or any Company Subsidiary; (vi) any employment agreement entered into (or amended or supplemented) by the Company or any Company Subsidiary with any employee, or the grant of any increase in compensation (including employee benefits) of any employee of the Company or any Company Subsidiary, except sales for increases (A) in salary in the ordinary course of the business and consistent with past practice, or (B) as required by any employment or other agreement, policy or plan in effect as of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivableDecember 31, 2001; (vii) any failure to operate indebtedness incurred by the Company or any Company Subsidiary for borrowed money, or any loans made or agreed to be made by or to the Company or any Company Subsidiary, other than in the ordinary course of business and consistent with past practice; (viii) any acquisition of any capital stock or other ownership interest in any other Person; (ix) any loan made by the Company or any Company Subsidiary to any officer or director of the Company or any Company Subsidiary; or (x) any Significant Contract entered into or, other than in the ordinary course of business consistent with past practice; (viii) practice and not material to the Company or any increase inCompany Subsidiaries, any amendment, waiver or commitment to increase, the compensation payable or to become payable to other modification of any of the Company’s executive employees terms, conditions or provisions of any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessSignificant Contract.

Absence of Certain Changes. Except Since December 31, 1996, and -------------------------- except as disclosed on otherwise permitted by this Agreement, Corry has not, except as set forth in Schedule 3.4.24.7 to the Corry Disclosure Schedule, since November 30(a) incurred any ------------ material obligation or liability (absolute or contingent), 2008 except obligations or liabilities incurred in the ordinary course of business in accordance with past practices; (the “Balance Sheet Date”b) there has mortgaged, pledged or subjected to lien or encumbrance (other than statutory liens for taxes not been (iyet delinquent and landlord liens) any change of its material assets or properties except pledges to secure government deposits and in connection with repurchase or reverse repurchase agreements; (c) discharged or satisfied any material lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities included in Xxxxx'x balance sheet as of December 31, 1996, and current liabilities incurred since the date thereof in the financial conditionordinary course of business in accordance with past practices; (d) sold, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) exchanged or otherwise that could have a disposed of any of its material adverse effect on capital assets other than in the assets, results (financial or otherwise), ordinary course of business or prospects of the Company (a “Material Adverse Effect”)in accordance with past practices; (iie) materially made or modified any wage or salary increase other than routine periodic increases in salary for employees in the ordinary course of business and in accordance with past practices or as required by law, entered into or modified any employment contract with any officer or salaried employee or instituted any employee welfare, bonus, stock option, profit sharing, retirement or similar plan or arrangement; (f) suffered any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting its business, property or assets or waived any rights of value that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 are material in the aggregate, considering its business taken as a whole; (vg) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company except in the ordinary course of business consistent in accordance with past practicepractices, entered, or agreed to enter, into any agreement or arrangement granting any preferential right to purchase any of its assets, properties or rights or requiring the consent of any party to the transfer and assignment of any such assets, properties or rights; (viiih) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) entered into any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to outside the ordinary course operations of its business in accordance with past practices, except as expressly contemplated by the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; Agreement or (xivi) any material transaction entered into by the Company not except in the ordinary course of businessbusiness in accordance with past practices or as reflected in the Corry Financial Statements, sold or otherwise disposed of any of its material investment securities.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November Since September 30, 2008 (the “Balance Sheet Date”) 1997, there has not been (ia) any change Material Adverse Change (as defined in SECTION 12.3) in the business, prospects, financial condition, results revenues, expenses, accounts receivable, accounts payable or operations of operations, assets, business, or prospects any of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Companies; (iib) any damage, destruction or loss, whether or not covered by insuranceinsurance or not, that could have having a Material Adverse Effect, with regard to any of the Companies' properties and business; (iiic) any sale payment by any of the Companies to, or transfer any notice to or acknowledgment by any of the Companies of any amount due or owing to, any of the Companies' carrier in connection with any liabilities under health insurance covering employees of such Company, in each case, in excess of a reserve therefor on the balance sheet for the fiscal year ended December 31, 1996 included in the Financial Statements; (d) any declaration, setting aside or payment of any dividend or distribution (whether in cash, stock or property) in respect of any of the assets Companies' capital stock, or any redemption or other acquisition of such capital stock by any of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyCompanies; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viiie) any increase in, in the rate of compensation or commitment to increase, in the compensation benefits payable or to become payable to by any of the Company’s executive Companies to its directors, officers, employees or consultants; (f) any bonus payment (amendment, modification or termination of any existing, or entering into any new, Contract or plan relating to any salary, bonus, insurance, pension, health or other than as included as an accrued liability on the Company’s balance sheet) employee welfare or similar arrangement made to benefit plan for or with any directors, officers, employees or consultants of any of the Company’s executive employeesCompanies; (ixg) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) entry into any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company Contract not in the ordinary course of business, including without limitation relating to any borrowing or capital expenditure; (h) any disposition by any of the Companies of any material asset; (i) any adverse change in the sales patterns, pricing policies, accounts receivable or accounts payable relating to any of the Companies; (j) any write-down of the value of any inventory having an aggregate value in excess of $5,000, or write-off, as uncollectible, of any notes, trade accounts or other receivables having an aggregate value in excess of $5,000; or (k) any change by any of the Companies in accounting methods or principles. There has not been any material change in the cash and cash equivalents of any of the Companies from the amounts shown on such Company's balance sheet as of September 30, 1997 included in the Financial Statements.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2and to the extent set forth in the Company's Financial Statements, since November 30December 31, 2008 (the “Balance Sheet Date”) there has not been (i) any change in the financial condition1998, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission has not: (“SEC Filings”a) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the suffered any Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iiib) incurred any sale liabilities or transfer of any of the assets of the Companyobligations (absolute, accrued, contingent or otherwise) except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company non-material items incurred in the ordinary course of business and consistent with past practice, none of which exceeds $20,000 (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) paid, discharged or satisfied any claim, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since December 31, 1998; (d) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any Liens, except for Liens for current taxes not yet due or Liens the incurrence of which would not have a Company Material Adverse Effect; (e) written down the value of any of its material inventory (including write-downs by reason of shrinkage or xxxx-down) or written off as uncollectible any notes or accounts receivable, except for immaterial write-downs and write-offs in the ordinary course of business and consistent with past practice; (viiif) cancelled any debts or waived any claims or rights of substantial value; (g) sold, transferred, or otherwise disposed of any of its properties or assets (real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (h) granted any increase in, or commitment to increase, in the compensation or benefits of any director, officer, employee or consultant of the Company, (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation or benefits payable or to become payable to any director, officer, employee or consultant of the Company’s executive employees , and no such increase is customary on a periodic basis or required by agreement or understanding; (i) made any bonus payment change in severance policy or practices; (j) made any capital expenditure or acquired any property or assets (other than as included as an accrued liability on new materials and supplies) for a cost in excess of $20,000, in the Company’s balance sheetaggregate; (k) declared, paid or similar arrangement made to set aside for payment any dividend or with other distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business.;

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.2SCHEDULE 3.17 of the Vertex Disclosure Schedules, since November 30December 31, 2008 (the “Balance Sheet Date”) 2007, there has not been any: (ia) Material Adverse Effect with respect to the Vertex Business, and no event has occurred and no circumstance exists that may result in such a Material Adverse Effect other than Material Adverse Effects resulting from historical seasonality of the Vertex Business; (b) purchase, redemption, retirement or other acquisition by Vertex LP of any Vertex partnership interests or other equity interest of Vertex LP; (c) amendments to the Organizational Documents of Vertex LP; (d) payment or increase by Vertex LP of any bonuses, salaries or other compensation (including management or other similar fees) or entry into any employment, severance or similar Contract with any employee engaged in the Vertex Business, other than increases in salary to employees made in the Ordinary Course of Business; (e) adverse change in employee relations which has or is reasonably likely to have a Material Adverse Effect on Vertex LP as relates to the financial condition, results Vertex Business; (f) damage to or destruction or loss of operations, assets, business, or prospects any of the Company as described in its filings with assets or property of Vertex LP relating to the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or lossVertex Business, whether or not covered by insurance, that could have reasonably be expected to constitute a Material Adverse EffectEffect on Vertex LP as relates to the Vertex Business; (iiig) entry into, termination or acceleration of, or receipt of notice of termination by Vertex LP of (1) any material license, distributorship, dealer, sales representative, joint venture, credit or similar agreement relating to the Vertex Business, or (2) any Contract or transaction involving a Liability by or to Vertex LP (other than the Liabilities relating to the Vertex Business incurred in the Ordinary Course of Business since December 31, 2007); (h) sale (other than sales of inventory in the Ordinary Course of Business, if any), lease or transfer other disposition of any of the assets or property of Vertex LP relating to the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyVertex Business; (ivi) mortgage, pledge or imposition of any commitment Lien on any assets or property of Vertex LP relating to the Vertex Business, including the sale, lease or other disposition of any of its Intellectual Property relating to the Vertex Business; (j) (1) delay or failure to repay when due any obligation of Vertex LP, which delay or failure could have a Material Adverse Effect on Vertex LP as relates to the Vertex Business, or (2) delay or failure to repay when due any obligation of Vertex LP which delay or failure could have a Material Adverse Effect on Vertex LP as relates to the Vertex Business; (k) cancellation or waiver by Vertex LP of any claims or rights with a value to Vertex LP relating to the Company to any capital expenditure to be paid after the Closing Vertex Business in excess of Fifty Thousand Dollars ($100,000 for any individual commitment 50,000) individually or $500,000 in the aggregate; (vl) any incurrence failure by Vertex LP to use reasonable efforts to preserve intact the current business organization of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies Vertex LP relating to the payment Vertex Business, and collection of accounts receivable; (vii) any failure to operate maintain the Company in the ordinary course of relations and goodwill with its suppliers, customers, landlords, creditors, employees, licensors, resellers, distributors, agents and others having business consistent relationships with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities them relating to the ordinary course operations of Vertex Business where such failure could reasonably be expected to have a Material Adverse Effect on Vertex LP as relates to the Company since the Balance Sheet DateVertex Business; (xiiim) any liens claims licensing out on an exclusive basis or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not other than in the ordinary course Ordinary Course of business.Business, disposition or lapsing of any Intellectual Property or any disclosure to any Person of any trade secret or other confidential information without appropriate protections in place; (n) change in the accounting methods, principles or practices used by Vertex LP; (o) capital

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2in the Target's audited financial statements for the years ended December 31, 1997 and 1998, (a) the Target and each of its Subsidiaries has conducted its business in all material respects in the ordinary course of its business consistent with past practice and there has not been any change in the financial condition, business, results of operations or prospects of the Target and its Subsidiaries, or any development or combination of developments that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, and (b) since November 30the end of the Target's fiscal year last ended until the date hereof, 2008 (the “Balance Sheet Date”) there has not been (i) any change declaration, setting aside or payment of any dividend or other distribution in the financial condition, results of operations, assets, business, or prospects respect of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects capital stock of the Company (a “Material Adverse Effect”)Target; (ii) any change by the Target to its accounting policies, practices or methods; (iii) any amendment or change to the terms of any indebtedness material to the Target and its Subsidiaries taken as a whole; (iv) other than in the Ordinary Course of Business, any incurrence or cancellation of any claim, obligation, commitment, or indebtedness material to the Target and its Subsidiaries taken as a whole; (v) other than in the Ordinary Course of Business, any transfer, lease, license, sale, mortgage, pledge, encumbrance or other disposition of assets or properties material to the Target and its Subsidiaries taken as a whole; (vi) any damage, destruction or lossother casualty loss with respect to any asset or property owned, leased or otherwise used by the Target or its Subsidiaries material to the Target and its Subsidiaries taken as a whole, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness or except as required by applicable law or pursuant to a contractual obligation in effect as of the date of this Agreement, (A) any execution, adoption or amendment of any agreement or arrangement relating to compensation, bonus, severance or change of control payments or benefits or any Employee Plan or Labor Agreement or (B) any grant of any stock options or other equity related award; or (viii) any increase in, agreement or commitment to increase, the compensation payable or to become payable entered into with respect to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessforegoing.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November 30, 2008 (Since the “Balance Sheet Date”) , except as set forth in Schedule 2.12, there has not been (ia) any change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Change; (iib) any damage, destruction or loss, whether or not covered by insuranceinsurance or not, that could have having a Material Adverse Effect; (iiic) any sale payment by the Practice to, or transfer any notice to or acknowledgment by the Practice of any amount due or owing to, the Practice’s self-insured carrier, if any, in connection with any self-insured amounts or liabilities under health insurance covering employees of the assets of the CompanyPractice, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing each case, in excess of $100,000 for any individual commitment or $500,000 in a reserve therefor on the aggregateBalance Sheets; (vd) any incurrence declaration, setting aside or payment of additional indebtedness for borrowed money any dividend or entering into long term contracts distribution (whether in cash, stock or commitments by the Company to be performed after the Closing Date; (viproperty) any alteration in any respect of the Company’s practices and policies relating to capital stock of the payment and collection Practice, or any redemption or other acquisition of accounts receivablesuch capital stock by the Practice; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viiie) any increase in, in the rate of compensation or commitment to increase, in the compensation benefits payable or to become payable by the Practice to its respective directors, officers, employees or consultants; (f) except as expressly contemplated otherwise hereby, any amendment, modification or termination of any existing, or entering into any new, Contract or plan relating to any of the Company’s executive employees salary, bonus, insurance, pension, health or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) employee welfare or similar arrangement made to benefit plan for or with any directors, officers, employees or consultants of the Company’s executive employeesPractice; (ixg) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) entry into any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company Contract not in the ordinary course of business, including without limitation relating to any borrowing or capital expenditure having a value or cost in excess of $25,000; (h) any disposition by the Practice of any asset having a value in excess of $25,000; (i) any adverse change in the sales patterns, pricing policies, accounts receivable or accounts payable relating to the Practice; or (j) any write-down of the value of any inventory having an aggregate value in excess of $25,000, or write-off, as uncollectible, of any notes, trade accounts or other receivables having an aggregate value in excess of $25,000; or (k) any change by the Practice in accounting methods or principles.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2Since December 31, since November 301999, 2008 (except for the “Balance Sheet Date”) negotiation and execution of this Agreement, the Company and its subsidiaries have conducted their respective businesses and operations consistent with past practice only in the ordinary and usual course and there has have not been occurred (i) any change events, changes, or effects (including the incurrence of any liabilities or obligations of any nature, whether accrued, contingent or otherwise) having, or which would reasonably be expected to have, individually or in the financial conditionaggregate, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (ii) any material adverse change in the availability of capital for the commercial or multi-family mortgage markets; (iii) any sale declaration, setting aside or transfer payment of any dividend or other distribution (whether in cash, stock or property) with respect to the equity interests of the Company or of any of its sub sidiaries (except for cash dividends paid to the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyCompany by its wholly owned subsidiaries); (iv) any commitment change by the Company to or any capital expenditure to of its subsidiaries in accounting principles, practices or methods, except insofar as may be paid after the Closing required by a change in excess of $100,000 for any individual commitment or $500,000 in the aggregateGAAP; (v) any incurrence grant of additional indebtedness for borrowed money Options or entering into long term contracts or commitments by the stock appreciation rights under any Company to be performed after the Closing DateBenefit Plan; (vi) any alteration increase in the compensation of any respect officer or grant of any general salary or benefits increase to the employees of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company other than in the ordinary course of business consistent with past practice; (viiivii) any increase inadoption, amendment or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees execution (or any representation regarding the adoption, amendment or execution) of any employment, consulting, retention, change of control, collective bargaining, bonus payment (or other than as included as an accrued liability on the Company’s balance sheet) incentive compensation, profit sharing, health or similar arrangement made to other welfare, stock option or with any of the Company’s executive employees; (ix) any adoption of a other equity, pension, retirement, vacation, severance, deferred compensation plan or agreement arrangement for the benefit of any employee, consultant or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate director of the Company; (xiiviii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into entry by the Company not into any agreement, commitment or transaction or any incurrence of any liability (direct, contingent or otherwise) that is material to the Company and its subsidiaries, taken as a whole, other than in the ordinary course of business; or (ix) any other action or failure to act by the Company which, if occurring after the date of this Agreement, would constitute a breach of Section 6.1 hereof.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.22.9 hereto, since November 30the Financial Statement Date, 2008 (the “Balance Sheet Date”) there has not been any (ia) any change Material Adverse Change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Corporations; (iib) any damage, destruction or loss, whether or not covered by insurance or not, having a cost of $100,000 or more, with regard to the Corporations’ property and business; (c) declaration, setting aside or payment of any dividend or distribution (whether in cash, shares or property) in respect of the Corporations’ shares, Options or securities convertible into or exchangeable for shares; (d) redemption or other acquisition of shares, Options or securities convertible into or exchangeable for shares by the Corporations or any payment of any stock or share appreciation right or other profit participation; (e) material increase in the compensation payable to or to become payable by the Corporations to their officers or employees or any adoption of or increase in any bonus, insurance, that could have a Material Adverse Effectpension or other employee benefit plan, payment or arrangement made to, for or with any such officers or employees or any Affiliate of the Corporations; (iiif) entry into any sale material Contract outside the ordinary course of business; (g) change by the Corporations in accounting methods or transfer principles or any write-down, write-up or revaluation of any of the assets of the Company, Corporations except sales depreciation accounted for in the ordinary course of the business and write downs of inventory which reflect the lower of cost or immaterial amounts market and which are in the ordinary course of other tangible personal propertybusiness and in accordance with GAAP; (ivh) failure to promptly pay and discharge current liabilities or agree with any commitment by party to extend the Company to payment of any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregatecurrent liability; (vi) sale, assignment, transfer, lease, license or otherwise placement of a Lien on any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company Corporations’ material assets, except in the ordinary course of business consistent with past practice; (viiij) disclosure of any increase inmaterial confidential information to any Person or abandoned or permitted to lapse any Corporation Registered IP; (k) made, or commitment committed to increasemake, any charitable contributions or pledges exceeding in the compensation payable aggregate $50,000; (l) change in pricing and royalties set or charged by the Corporations to become payable their customers or licensees or been notified of any change in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Corporations or (m) agreement, whether orally or in writing, to do any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessforegoing.

Absence of Certain Changes. Except as disclosed on expressly set forth in Schedule 3.4.22.7 of the Company Disclosure Schedule or as expressly required by this Agreement, since November June 30, 2008 (2005, the “Balance Sheet Date”) Company and the Company Subsidiaries have conducted their businesses in the ordinary course consistent with past practice and there has not been occurred: (i) any change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Effect with respect to the Company; (ii) any acquisition, sale or transfer of any material asset or property of the Company or any Company Subsidiaries, other than in the ordinary course of business and consistent with past practice, or any impairment, damage, destruction destruction, loss or loss, whether or claim not covered by insurance, that could have a Material Adverse Effect; (iii) or condemnation or other taking adversely affecting in any sale or transfer of material respect any of the assets of the CompanyCompany or any Company Subsidiaries, except sales as the case may be; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the ordinary course Company or any Company Subsidiaries or any revaluation by the Company or any Company Subsidiaries of the business any of inventory or immaterial amounts of other tangible personal propertytheir assets; (iv) any commitment by the Company election with respect to any capital expenditure to be paid after the Closing Taxes or changes in excess of $100,000 for any individual commitment or $500,000 in the aggregateTax accounting methods; (v) any incurrence declaration, setting aside, or payment of additional indebtedness for borrowed money a dividend or entering into long term contracts or commitments by other distribution with respect to the limited liability company interests of the Company to be performed after the Closing Date; (vi) or any alteration in capital stock or equity interest of any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company Subsidiary other than in the ordinary course of business consistent with past practice; (vi) any material contract entered into by the Company or any Company Subsidiary or any material amendment or termination of, other than in the ordinary course of business and as made available to Parent, or default under, any material contract to which the Company or any Company Subsidiary is a party or by which any of them or any of their respective assets or properties is bound; (vii) any amendment or change to the Company Operating Agreement or organizational documents of any Company Subsidiary; (viii) any increase in, in or commitment to increase, modification of the compensation or benefits payable or to become payable by the Company or any Company Subsidiaries to any of the Company’s executive employees their directors, officers, or any bonus payment (employees, other than as included as an accrued liability on in the Company’s balance sheet) or similar arrangement made to or ordinary course of business consistent with any of the Company’s executive employeespast practice; (ix) any adoption change in the risk management and hedging policies, procedures or practices of a plan the Company or agreement any Company Subsidiaries, or amendment any material failure to any plan comply with such policies, procedures and practices; or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts negotiation or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into agreement by the Company not or Company Subsidiaries to do any of the things described in the ordinary course of businesspreceding clauses (i) through (ix) (other than negotiations with Parent and its Representatives (as defined in Section 4.2) regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. Except Since January 28, 1998, the business of the Company has been conducted only in the ordinary course consistent with past practices, and except as disclosed on Schedule 3.4.2set forth at Section 4.9 of the Disclosure Schedule, since November 30, 2008 (the “Balance Sheet Date”) there has not been (ia) a material adverse change with respect to the Company; (b) any change damage, destruction, casualty or other similar occurrence or event (whether or not insured against), which either individually or in the financial condition, results of operations, assets, business, aggregate has had or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could would reasonably be expected to have a material adverse effect on the assets, results Company; (financial c) any mortgage or otherwise), business pledge of or prospects encumbrance attached to any of the properties or assets of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertybusiness; (ivd) any commitment by the Company to incurrence or creation of any capital expenditure to be paid after the Closing liability, commitment, guarantee or obligation in excess of $100,000 75,000 by the Company, except in the ordinary course of business, and capital expenditures or contracts and commitments for capital expenditures made or entered into in the ordinary course of business; (e) any individual commitment sale, transfer or other disposition by the Company of any of its assets in excess of $500,000 150,000 in the aggregate; (v) any incurrence of additional indebtedness , except for borrowed money or entering into long term contracts or commitments inventory sold by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practicebusiness; (viiif) [NOT USED]; (g) any labor trouble or claim of wrongful discharge (except for such claims as would not be expected to result in a material adverse effect on the Company) or other unlawful labor practice or action; (h) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Company; (i) any material revaluation by Company of any of its assets; (j) any declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of Company, or direct or indirect redemption, purchase or other acquisition by Company of any of its capital stock; (k) any increase in, in the salary or commitment to increase, the other compensation payable or to become payable to any of the Company’s executive its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus payment (or other than as included as an accrued liability on additional salary or compensation to any such person except for increases, payments or commitments in the Company’s balance sheet) or similar arrangement made to or ordinary course of business and consistent with any of the Company’s executive employeespast practices; (ixl) any adoption amendment or termination of a plan or any material contract, agreement or amendment license to which Company is a party or by which it is bound; (m) any loan by Company to any plan person or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforeentity, except for taxes or other liabilities relating advances to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) any waiver or release of any material right or claim of Company, including any write-off or other compromise of any account receivable of Company other than in the ordinary course of business and consistent with past practices; (o) [NOT USED]; or (p) any issuance or sale by Company or any of its Affiliates of any of the shares of capital stock of the Company, or securities exchangeable, convertible or exercisable therefor except for option grants disclosed in Section 4.4(b) of the Disclosure Statement and issuances of capital stock upon exercises of options granted prior to the date hereof.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November Since June 30, 2008 (the “Balance Sheet Date”) 1996, there has not been (ia) any change Material Adverse Change (as defined in Section 12.3) in the business, prospects, financial condition, results revenues, expenses, accounts receivable, accounts payable or operations of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)SLA; (iib) any damage, destruction or loss, whether or not covered by insuranceinsurance or not, that could have having a Material Adverse Effect, with regard to SLA's properties and business; (iiic) any sale payment by SLA to, or transfer any notice to or acknowledgment by SLA of any amount due or owing to, SLA's self-insured carrier, if any, in connection with any self-insured amounts or liabilities under health insurance covering employees of the assets of the CompanySLA, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing each case, in excess of $100,000 a reserve therefor on the balance sheet for any individual commitment or $500,000 the fiscal year ended December 31, 1995 included in the aggregateFinancial Statements; (vd) any incurrence declaration, setting aside or payment of additional indebtedness for borrowed money any dividend or entering into long term contracts or commitments by the Company to be performed after the Closing Datedistribution of tangible property in respect of SLA's capital stock; (vie) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in material increase other than the ordinary course of business consistent with past practice; (viii) any increase in, in the rate of compensation or commitment to increase, in the compensation benefits payable or to become payable by SLA to its directors, officers, employees or consultants; (f) any amendment, modification or termination of any existing, or entering into any new, contract, agreement, arrangement or plan relating to any of the Company’s executive employees salary, bonus, insurance, pension, health or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) employee welfare or similar arrangement made to benefit plan for or with any directors, officers, employees or consultants of the Company’s executive employeesSLA; (ixg) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) entry into any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company Contract not in the ordinary course of business, other than at the recision of Mark Xxxxxxx, X.D.'s arrangement including without limitation relating to any borrowing or capital expenditure; (h) any disposition by SLA of any asset; or (h) any change by SLA in accounting methods or principles. Nothing in this Section 2.11 shall be violated by SLA reimbursing its employees for business expenses and paying discretionary bonuses to its employees, provided there is cash on hand on the closing, as required pursuant to Section 2.31.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November 30, 2008 (Since the “Latest Balance Sheet Date”) , except as set forth on Schedule 2.13, there has not been been: (ia) any material adverse change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results condition (financial or otherwise), business results of operations, business, assets or prospects Liabilities of the Company (Companies, taken as a “Material Adverse Effect”)whole, or with respect to the manner in which the Companies conduct the Business or their respective operations; (iib) any damagedeclaration, destruction setting aside or losspayment of any dividends or distributions in respect of any equity capital of either Company or any redemption, whether purchase or not covered other acquisition by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer either Company of any of its equity interests, other than the assets transfer of cash and cash equivalents of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating Companies to the payment and collection of accounts receivable; (vii) any failure to operate the Company Sellers on a regular basis, in the ordinary course of business and consistent with past practice; (viiic) any payment or transfer of assets (including without limitation any distribution or any repayment of indebtedness) to or for the benefit of any equityholder of either Company, other than compensation and expense reimbursements paid in the ordinary course of business and consistent with past practice, and the transfer of cash and cash equivalents of the Companies to the Sellers on a regular basis, in the ordinary course of business and consistent with past practice; (d) any revaluation by either Company of any of its assets, including the writing down or off of notes or accounts receivable and the writing down of the value of inventory, other than in the ordinary course of business and consistent with past practice; (e) any entry by either Company into any commitment or transaction material to such Company including, without limitation, incurring or agreeing to incur capital expenditures or to make payments to customers (other than pursuant to agreements listed on Schedule 2.21(a)) in excess of $100,000, individually or in the aggregate; (f) any increase inin indebtedness for borrowed money (other than intercompany advances in the ordinary course of business and consistent with past practice by the Sellers and their Affiliates to the Companies, to the extent such advances are subject to Section 5.1(p)), or commitment any issuance or sale of any debt securities, or any assumption, guarantee or endorsement of any Liability of any other Person, or any loan or advance to increaseany other Person; (g) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Material Agreement binding on either Company or to which any asset of either Company is subject; (h) any change by either Company in its accounting methods, principles or practices; (i) any increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing or other employee benefit plan, or any increase in the compensation payable or to become payable to any directors, officers or employees of the either Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes annual merit increases in salaries or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not wages in the ordinary course of businessbusiness and consistent with past practice; (j) the termination of employment (whether voluntary or involuntary) of any officer or key employee of either Company or the termination of employment (whether voluntary of involuntary) of employees of either Company in excess of historical attrition in personnel; (k) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset used in the Business, whether or not covered by insurance; (l) any sale, assignment or transfer of any asset used in the Business, except sales of inventory or obsolete equipment in the ordinary course of business and consistent with past practice; (m) any waiver by either Company or any equityholders of either Company of any material rights related the Business; (n) any action other than in the ordinary course of business and consistent with past practice, to pay, discharge, settle or satisfy any material claim or Liability; (o) any settlement or compromise of any pending or threatened suit, action, or claim relevant to the transactions contemplated by this Agreement; (p) any issuance, sale or disposition, or agreement to issue, sell or dispose, of any equity interest in either Company, or any instrument or other agreement convertible or exchangeable for any equity interest in either Company; (q) any authorization, recommendation, proposal or announcement of an intention to adopt a plan of complete or partial liquidation or dissolution of either Company; (r) any acquisition, or investment in the equity or debt securities of any Person (including in any joint venture or similar arrangement) by either Company; (s) any other transaction, agreement or commitment entered into or affecting the Business or either Company, except in the ordinary course of business and consistent with past practice; or (t) any agreement or understanding to do or resulting in any of the foregoing.

Absence of Certain Changes. Except as disclosed in the Company Reports filed prior to the date hereof, in any Company press releases issued prior to the date hereof, or as set forth on SECTION 4.7. of the Company Disclosure Schedule 3.4.2and except as otherwise provided in or contemplated by this Agreement, since November 30the Company Audit Date, 2008 (the “Balance Sheet Date”) Company and its Subsidiaries have conducted their respective businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such businesses and there has not been been: (ia) any change in the financial condition, results of operationsbusiness, assets, businessliabilities, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results condition (financial or otherwise), business ) or prospects results of operations of the Company (and its Subsidiaries, or any transaction, commitment, dispute or other event or, to the knowledge of the Responsible Executive Officers of the Company any other development or combination of developments, that, individually or in the aggregate, has had or is reasonably likely to result in a “Company Material Adverse Effect”); (iib) any material damage, destruction or lossother casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance, that could have a Material Adverse Effect; (iiic) any sale authorization, declaration, setting aside or transfer payment of any dividend or other distribution in respect of the assets stock of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyas permitted by SECTION 6.1. hereof; (ivd) any commitment change by the Company in accounting principles, practices or methods other than as required by changes in applicable GAAP; (e) any repurchase or redemption of any Shares; or (f) any material amendment, modification or termination of any material contract, license or permit to any capital expenditure to be paid after which the Closing in excess of $100,000 Company is a party or which it holds. Since the Company Audit Date, except as provided for any individual commitment herein or $500,000 as disclosed in the aggregate; (v) any incurrence Company Reports filed prior to the date hereof or as set forth on SECTION 4.7. of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) Disclosure Schedule, there has not been any increase in, or commitment to increase, in the compensation payable or to that could become payable by the Company or any of its Subsidiaries to officers at the senior vice president level or above or any amendment of any of the Company’s executive employees or any bonus payment Company Compensation and Benefit Plans (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration defined in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessSECTION 4.9.(a)).

Absence of Certain Changes. Except Since September 30, 1997, except as contemplated by this Agreement or as disclosed on Schedule 3.4.2in Company SEC Reports filed prior to the date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and in a manner consistent with past practice and, since November 30such date, 2008 (the “Balance Sheet Date”) there has not been (ia) any Material Adverse Effect on the Company, (b) any material change in the financial condition, results of operations, assets, business, or prospects of by the Company as described in its filings with the Securities and Exchange Commission accounting methods, principles or practices, except as may be required by GAAP, (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (iic) any damage, destruction or loss, loss (whether or not covered by insurance) with respect to properties or assets of the Company or any Subsidiary that, that could have individually or in the aggregate, is material to the Company and its Subsidiaries taken as a Material Adverse Effect; whole, (iiid) any sale declaration, setting aside or transfer payment of any dividend or distribution in respect of Common Shares or any redemption, purchase or other acquisition of any of its securities, (e) any revaluation by 31 the assets Company and its Subsidiaries of any asset (including, without limitation, any writing down of the Company, except sales in the ordinary course of the business value of inventory or immaterial amounts writing off of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment notes or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company ), other than in the ordinary course of business consistent with past practice; , (viiif) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and its Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice, (g) any increase inin or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or commitment to increaserestricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation compen- sation payable or to become payable to any of the Company’s executive officers or key employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) or any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not Subsidiary, except in the ordinary course of businessbusiness consis- tent with past practice, (h) any acquisition or disposition by the Company of any material asset, except in the ordinary course of business except consis- tent with past practice, (i) any incurrence, assumption or guarantee of any indebtedness or obligation relating to any lending or borrowing except current liabilities and commitments incurred in the ordinary course of business consistent with past practice, or (j) any amendment, modification or termina- tion of any existing, or entering into any new, material contract, or any material plan, lease, license, permit or franchise, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November 30, 2008 (Since the “Balance Sheet Date”) , except as set forth on Section 3.8 of the Seller Disclosure Letter and other than in the ordinary course of business consistent with past practice, there has not been (i) any change in the financial conditionbeen, results of operations, assets, business, or prospects of with respect to the Company as described in or its filings with the Securities and Exchange Commission Subsidiary, any (“SEC Filings”a) event, occurrence or otherwise development that could have has had a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (iib) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and the policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, 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; (d) transfer, assignment, sale or other disposition, other than in the ordinary course of business or as reflected in the reserve for obsolete inventory, of any of the assets shown or reflected in the Financial Statements or cancellation of any debts or entitlements; (e) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (f) material damage, destruction or loss, loss (whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal to its property; (ivg) acceleration, termination, material modification to or cancellation of any Material Contract; (h) any commitment by the Company to any material capital expenditure to be paid after the Closing expenditures in excess of $100,000 for any individual commitment 50,000, individually, or $500,000 100,000 in the aggregate; (vi) (1) grant of any incurrence bonuses, whether monetary or otherwise, or material increase in any wages, salary, severance, pension or other compensation or benefits in respect of additional indebtedness its employees, officers, directors, independent contractors or consultants, other than as made available in any written Contracts or required by applicable Law, or (2) action to accelerate the vesting or payment of any compensation or benefit for borrowed money any employee, officer, director, independent contractor or entering into long term contracts or commitments by the Company to be performed after the Closing Dateconsultant; (vij) entry into a new line of business or abandonment or discontinuance of existing lines of business; (k) adoption of any alteration plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any respect provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (l) purchase, lease or other acquisition of the Company’s practices and policies relating right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the payment and collection case of accounts receivable; a lease, per annum) or $100,000 in the aggregate (vii) in the case of a lease, for the entire term of the lease, not including any failure to operate the Company option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (viiim) acquisition by merger or consolidation with, or by any other manner, any business or any Person or any division thereof; (n) action by the Company to make, change or rescind any Tax election, amend any Return or take any position on any Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser in respect of any Post-Closing Period; or (o) any increase in, or commitment Contract to increase, the compensation payable or to become payable to do any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessforegoing.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November 30, 2008 (Since the “Balance Sheet Date”) , the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice, and nothing has occurred that would have been prohibited by Section 4.1 if the terms of such Section had been in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date and to the date of this Agreement, other than pursuant to this Agreement and the other Transaction Documents, there has not been (ia) any change in the financial conditionevent, results of operations, assets, businesscircumstance, or prospects of the Company as described in its filings with the Securities and Exchange Commission fact (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance), individually or in the aggregate, that could have (i) has resulted in a Material Adverse EffectEffect on the Company or (ii) is reasonably likely to result in a Material Adverse Effect on the Company other than, for purposes of this clause (ii), any effect resulting directly and primarily from changes in general economic conditions in Mexico (a "Material Adverse Change"); (iiib) any sale event, circumstance, or transfer fact (whether or not covered by insurance), individually or in the aggregate, that materially impairs the operation of the physical assets of the Company or its Subsidiaries; (c) any material change by the Company in its accounting methods, principles or practices; (d) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or its Subsidiaries (other than to the Company or its Subsidiaries) or any redemption, purchase or other acquisition of any of the assets Company's or its Subsidiaries' securities (other than from the Company or its Subsidiaries); (e) other than as required by law, any increase in, amendment to, or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan; (f) any general increase in compensation, bonus or other benefits payable to the employees of the CompanyCompany or its Subsidiaries, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company increases occurring in the ordinary course of business consistent in accordance with past its customary practice; (viiig) any increase in, declaration or commitment payment of any bonus to increase, the compensation payable or to become payable to any employees of the Company’s executive employees Company except for bonuses accrued or any bonus payment (other than as included as an accrued liability otherwise reflected on the Company’s 's unaudited balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business.sheet as of

Absence of Certain Changes. Except Since the Financials Date, except as -------------------------- disclosed on Schedule 3.4.23.6 to this Agreement, since November 30, 2008 (the “Balance Sheet Date”) there has not been been: ------------ (ia) any change in the condition (financial conditionor other), results of operationsnet worth, assets, liabilities, capitalization, prospects, business, properties or prospects results of operations of the Company as Companies other than changes (i) described in its filings with the Securities and Exchange Commission (“SEC Filings”) Schedules to this Agreement or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction made or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales incurred in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertybusiness; (ivb) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment employment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term other contracts or commitments entered into by the Company Companies, except as described in the Schedules to be performed after the Closing Datethis Agreement; (vic) any alteration in sale, assignment, transfer or other disposition of any respect assets or properties, the latest cost of which on the accounting records of the Company’s practices and policies relating to the payment and collection Companies exceeds $10,000, excluding any inventory or supplies disposed of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practicepractices; (viiid) any capital expenditure, capital addition or capital improvement involving an amount in excess of $10,000; (e) any mortgage, lien, pledge, encumbrance, or security interest created on any property or asset, tangible or intangible, except purchase money security interests created in the ordinary course of business consistent with past practices; (f) any dividend or other distribution declared, paid or made or agreed to on any shares of common stock of the Companies, or any purchase or redemption of, or any agreement for the purchase or redemption of, any such shares; (g) any damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, Business or prospects of the Companies; (h) any increase in, or commitment to increase, in the compensation payable or to become payable by the Companies to any officer, director or other employee, agent, independent contractor or consultant or any Shareholder, or any declaration, payment, commitment or obligation of any kind for the payment by the Companies of any bonus, additional salary or compensation, any worker compensation claims or any retirement, termination or severance benefits, to officers, directors, employees, agents, independent contractors, consultants or Shareholders, other than pursuant to existing written commitments of the Companies otherwise disclosed in the Schedules to this Agreement; (i) any change in the amount of any notes or other obligations payable by the Companies to officers, directors, employees, agents, independent contractors, consultants or Shareholders; (j) any labor disturbances adversely affecting or threatening the Business or operations of the Companies; (k) any revocation or termination, or any notice of any threatened revocation or termination, of any permit or license issued to the Companies or, to the extent the Companies' Busi- ness or prospects may be materially and adversely affected by such termination, to any of the Company’s executive employees its employees, independent contractors, consultants or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employeesagents; (ixl) any adoption of a plan or agreement or amendment loan by the Companies to any plan person or agreement providing any new or additional fringe benefits; entity (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations normal extension of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not trade credit and reasonable and customary advances for business related expenses incurred in the ordinary course of business) or any guaranty by the Companies of any loan; (m) any change or anticipated change in the relationship between the Companies and any of its customers, vendors, suppliers, employees, agents, independent contractors or consultants which materially and adversely affects the properties, prospects or business of the Companies; (n) any other event or condition which has adversely affected the properties, business or prospects of the Companies; or (o) any agreement or commitment obligating the Companies to do any of the things set forth in this Section 3.6.

Absence of Certain Changes. Except as disclosed on and to the extent set forth in Section 3.9 of the Disclosure Schedule 3.4.2since the date of the Balance Sheet, since November 30neither the Company nor any Company Subsidiary has: (a) Suffered any material adverse change in its working capital, 2008 financial condition, assets, liabilities, business or operations; (the “Balance Sheet Date”b) there has not been Incurred any liabilities or commitments or obligations including commitments to make capital expenditures, except for items which were: (i) any change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales incurred in the ordinary course of business, none of which in the business singular or aggregate exceeds $100,000 (counting all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability); 14 16 (ii) consistent with the Company's budget as set forth in Section 3.9 of inventory the Disclosure Schedule; or immaterial amounts (iii) consistent with the capital expenditure plan set forth in Section 2.14(d) of the Disclosure Schedule; or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other tangible personal propertyreserves; (ivc) (i) Entered into, extended, materially modified, terminated or renewed any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment contract, lease, license, permit or $500,000 commitment, except in the aggregate; ordinary course of business, or (vii) Made purchases of raw materials or supplies, or sold or purchased any incurrence of additional indebtedness for borrowed money or entering into long term assets except for: (A) contracts or commitments by for the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices purchase of, and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company purchases of, raw material or supplies, made in the ordinary course of business and consistent with past practice, (B) normal contracts or commitments for the sale of, and normal sales of, inventory in the ordinary course of business and consistent with past practice, (C) capital expenditures consistent with the capital expenditure plan set forth in Section 2.14(d) of the Disclosure Schedule, and (D) other contracts, commitments, purchases or sales (other than of inventory) in the ordinary course of business and consistent with past practice the value of which does not exceed $100,000; (d) Paid, discharged or satisfied any claim, liabilities or obligations other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business since the date of the Balance Sheet; (e) Failed to pay or satisfy its uncontested accounts payable, debts, obligations and other liabilities for a period of 30 days after due; (f) Permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for Permitted Liens (as defined in Section 3.10); (g) Written down or up the value of any inventory (including write-downs by reason of shrinkage or mark-xxxn) or written off as uncollectible any notes or accounts receivable, except for immaterial write-downs and write-offs in the ordinary course of business and consistent with past practice; (viiih) Canceled any increase in, debts in excess of $10,000 individually or commitment in the aggregate or waived any claims or rights of substantial value; (i) Disposed of or permitted to increase, lapse any rights to the compensation payable or to become payable to use of any of the Company’s executive employees Intellectual Property (as defined in Section 3.12), or disposed of or disclosed (except as necessary in the conduct of its business) to any bonus payment (person other than representatives of Jonex xxx trade secret, formula, process or know-how not theretofore a matter of public knowledge; (j) Granted or otherwise committed to make any increase in the compensation of those individuals identified as included as an accrued liability on executive officers or senior officers under the Company’s balance sheetcaption "Management" in the Registration Statement (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or make any bonus, severance, or termination or similar arrangement made to payments to, or with establish, adopt or amend any of the Company’s executive employeesemployee retirement or benefit plan or program; (ix) or entered into any adoption collective bargaining agreement, service or termination agreement, excluding increases which may have been granted on an occasional basis and not as part of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefitsprogram for hourly paid employees; (xk) Declared any material alteration dividends (other than regularly scheduled dividends in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations respect of the Company since the Balance Sheet DatePreferred Stock) or made any other form of capital distribution affecting its equity, or paid or incurred directors' fees; 15 17 (l) Made any change in any method of accounting or accounting practice; (xiiim) Paid, loaned or advanced any liens claims amount to, or encumbrances placed upon sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of its officers or directors or any affiliate or associate of any of its officers or directors except for compensation to directors and officers at rates not exceeding the Company’s assetsrates of compensation paid during the fiscal year of the Company ended December 31, 1997; (n) To the knowledge of Shareholders, failed to comply in all material respects with all laws applicable to the conduct of business; or (xivo) Agreed, whether in writing or otherwise, to take any material transaction entered into action prohibited by the Company not in the ordinary course of businessthis Section. 3.10.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.22.10 hereto or as contemplated by this Agreement, since November 30August 31, 2008 (the “Balance Sheet Date”) 2003 there has not been been: (ia)(i) any event, fact or circumstance which has had or could reasonably be expected to have a Material Adverse Effect, or (ii) any change in the financial condition, results of operations, assets, businessliabilities, sales, income or prospects business of Seller or in any of Seller's relationships with suppliers, customers or lessors, other than changes which arose in the Company as described ordinary course of business and which, individually or in its filings with the Securities and Exchange Commission (“SEC Filings”) aggregate, have not had or otherwise that could not be reasonably expected to have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (iib) any acquisition or disposition by Seller of any material asset or material property other than sales of Inventory or obsolete equipment in the ordinary course of business; (c) any damage, destruction or loss, whether or not covered by insurance, that which has had or could reasonably be expected to have, either in any case or in the aggregate, a Material Adverse Effect; (d) any declaration, setting aside or payment of any dividend or any other distributions in respect of Seller's capital stock or any redemption or other purchase of Seller's capital stock or other equity securities; (e) except for the issuance of shares pursuant to the exercise of the Options, any issuance of any shares of the capital stock of Seller or any direct or indirect redemption, purchase or other acquisition of any of Seller's capital stock; (f) any increase in the compensation, pension or other benefits payable or to become payable by Seller to its officers or employees, or any bonus payments or arrangements made to or with any of them; (g) any entry by Seller into any material transaction other than in the ordinary course of business or as contemplated herein and which in each case has not had and could not reasonably be expected to have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (vh) any incurrence by Seller of additional indebtedness for borrowed money any material obligations or entering into long term contracts material liabilities, whether absolute, accrued, contingent or commitments by the Company otherwise (including liabilities as guarantor or otherwise with respect to be performed after the Closing Date; (vi) any alteration in any respect obligations of the Company’s practices others), other than obligations and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company liabilities incurred in the ordinary course of business consistent with past practiceor as contemplated herein and which in each case have not had and could not reasonably be expected to have a Material Adverse Effect; (viiii) any increase in, discharge or commitment to increase, the compensation payable satisfaction by Seller of any material Lien or to become payable to payment by Seller of any of the Company’s executive employees material obligation or any bonus payment material liability (fixed or contingent) other than in the ordinary course of business or as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employeescontemplated herein; (ixj) any adoption forgiveness or cancellation of a plan any material debt or agreement or amendment to any plan or agreement providing any new or additional fringe benefitsclaim by Seller other than compromises of accounts receivable in the ordinary course of business; (xk) any change in the accounting methods or practices of Seller; (l) any write-down of assets by Seller other than in the ordinary course of business and in amounts that are not, individually or in the aggregate, material; or (m) any material alteration in the manner write-off of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate receivable of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or Seller other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not than in the ordinary course of business.

Absence of Certain Changes. Except as disclosed on in Schedule 3.4.25.6 attached to the Disclosure Schedule, since November 30, 2008 (the “Balance Sheet Date”) Date there has not been been: (i) any material adverse change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results condition (financial or otherwise)) of the properties, assets, liabilities, results of operation or business or prospects of the Company (a “Material Adverse Effect”)Seller; (ii) any damage, destruction or loss, loss (whether or not covered by insurance) materially and adversely affecting the properties, that could have a assets, liabilities, financial condition, results of operations or business prospects of Seller ("Seller Material Adverse Effect"); (iii) any sale direct or transfer indirect redemption, retirement, purchase or other acquisition of any of the assets of the CompanySeller's capital stock, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment increase in the compensation, commissions or perquisites payable or to become payable by the Company Seller to any capital expenditure officer, employee, or agent of Seller, or any payment of any bonus, profit sharing or other extraordinary compensation to be any employee of Seller (other than any such increase or payment paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company become payable in the ordinary course of business consistent with past practicepractices); (viiiv) any increase in, change in the accounting methods or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees practices followed by Seller or any bonus payment change in depreciation or amortization policies or rates theretofore adopted; (vi) any cancellation of any debts or receivables owed to or claims held by Seller; (vii) any sale, lease, abandonment or other disposition by Seller of any real property, or, other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business, of any machinery, equipment or other operating properties, or any intangible assets utilized in the Business; (viii) any actual or threatened termination or cancellation of any material contract with respect to Seller; or (ix) any material change in the operating practices of Seller.

Absence of Certain Changes. Except as disclosed on set forth in Schedule 3.4.23.08 hereto, since November 30, 2008 (subsequent to the “1997 Balance Sheet Date”) , with respect to each of the Companies or the Business, there has not been any (ia) any change event or condition (other than general economic conditions or conditions affecting the apparel industry in the financial condition, results of operations, assets, business, general) which has had or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could would be reasonably expected to have a Material Adverse Effect; (iiib) damage or destruction (whether or not insured) affecting any sale of the Assets (other than Inventory in transit) or, to the knowledge of either of the Companies or transfer any of the Stockholders, any Inventory in transit which, in either case, has had or would be reasonably expected to have a Material Adverse Effect; (c) actual dispute or, to the knowledge of either of the Companies or any of the Stockholders, threatened dispute pertaining to the Business with any material customer, supplier or purchasing agent, or actual, or to the knowledge of either of the Companies or any of the Stockholders, threatened, loss of business from any material customer, supplier or purchasing agent which has had or would reasonably be expected to have a Material Adverse Effect; (d) changes in the methods or procedures for billing or collection of customer accounts receivable or other receivables or recording of customer accounts receivable or other receivables or reserves for doubtful accounts with respect to the Business, except to conform with customer requirements; (e) addition to or modification of any of the assets of the Companyemployee benefit plans, except sales in the ordinary course of the business of inventory arrangements or immaterial amounts of practices (including those listed on Schedule 3.17 hereto) other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company than contributions made in the ordinary course of business consistent with past practicepractices; (viiif) any increase inexcept as expressly permitted in this Agreement, sale, assignment or commitment to increase, the compensation payable or to become payable to transfer of any of the Company’s executive employees or Assets, and then in any bonus payment (other than as included as an accrued liability on case in the Company’s balance sheet) or similar arrangement made to or 30 30 ordinary course of business and consistent with any of the Company’s executive employeespast practices; (ixg) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business, cancellation of any debts or waivers of any claims or rights of substantial value to either of the Companies which has had or would reasonably be expected to have a Material Adverse Effect; (h) capital expenditures in excess of $200,000 in the aggregate for repairs or additions to property, plant, equipment or tangible capital assets or commitments to make any such capital expenditures; (i) change in any method of accounting or accounting principles; (j) change in the methods of purchasing any of the Inventory; (k) failure to replenish inventories of the Business in a normal and customary manner consistent with past practices which failure has had or would be reasonably expected to have a Material Adverse Effect; (l) except in the ordinary course of business consistent with past practices, purchase commitments in excess of the requirements of the Business or at any price materially in excess of the then current market price which have had or would reasonably be expected to have a Material Adverse Effect; (m) mortgage, pledge, charge, security interest or any other Lien with respect to any of the Assets or the Business (other than Permitted Liens); or (n) agreement or commitment to do any of the foregoing.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.2-------------------------- 2.6, as disclosed in the SEC Reports, or pursuant to the transactions contemplated by this Agreement and the other Transaction Documents, since November September 30, 2008 (the “Balance Sheet Date”) there has not been 1999: (i) any change in the financial condition, results of operations, assets, business, or prospects business of the Company and the Subsidiaries taken as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company whole has been conducted in the ordinary course of business consistent with past practice; , (viiiii) the Company and its Subsidiaries have not (a) suffered any change, event or development or series of changes, events or developments which individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect, (b) suffered any damage, destruction or casualty loss to its physical properties (whether or not covered by insurance) which individually or in the aggregate has resulted or could reasonably be expected to result in a Material Adverse Effect or (c) been the subject of any material Litigation or threatened or commenced investigation by a Governmental Entity and (iii) there has not been (a) any increase declaration, setting aside or payment of any dividend or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or commitment its Subsidiaries, (b) any material change in accounting principles, practices or methods, (c) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to increase, the receive payment) of compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of businessbusiness in accordance with the past practice of the Company, (d) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company, or (e) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivable except in the ordinary course of business in accordance with the Company's past practices prior to December 31, 1999.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November 30, 2008 (Since the “Company Balance Sheet Date”) , the Company and the Company Subsidiaries have conducted their business in the ordinary course consistent with past practices and there has not been been: (ia) any change event, occurrence or occurrences which has had or reasonably could be expected to have, individually or in the financial conditionaggregate, results of operations, assets, business, or prospects of the a Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iiib) any sale declaration, setting aside or transfer payment of any dividend or other distribution with respect to any shares of the assets capital stock of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of any repurchase, redemption or other tangible personal property; (iv) any commitment acquisition by the Company to of any outstanding shares of capital expenditure to be paid after stock or other ownership interests in, the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregateCompany; (vc) any incurrence incurrence, assumption or guarantee by the Company or any of additional the Company Subsidiaries of any outstanding amount of indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company other than in the ordinary course of business consistent in accordance with past practicetheir customary practices; (viiid) any transaction or commitment made, or any contract or agreement entered into, by the Company or any of the Company Subsidiaries relating to their respective assets or businesses (including the acquisition or disposition of any assets) or any loss or relinquishment by the Company or any of the Company Subsidiaries of any material contract or other material right, other than transactions and commitments in the ordinary course of business in accordance with their customary practices; (e) any material change in any method of accounting or accounting practice or policy or application thereof by the Company or any of the Company Subsidiaries; (f) any increase inin (or commitment, oral or commitment written, to increase) the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable to by the Company or any of the Company’s executive Company Subsidiaries to their directors, officers, employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforeconsultants, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not increases occurring in the ordinary course of businessbusiness in accordance with their customary practices; or (g) any increase in (or commitment, oral or written, to increase) the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or contract, payment or arrangement made to, for or with any director, officer, employee or consultant of the Company or any of the Company Subsidiaries, except increases occurring in the ordinary course of business in accordance with their customary practices. SECTION 3.14.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.28.9 of the Company Disclosure Schedule, since November September 30, 2008 (the “Company Balance Sheet Date”) ), the Company and each of its Subsidiaries, has conducted its business in the ordinary course consistent with past practice and there has not been occurred: (i) any change in the financial conditionchange, results of operations, assets, businessevent or condition (whether or not covered by insurance) that has resulted in, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have is reasonably likely to result in, a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Effect to the Company; (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer material interruption in the use of any of the assets of the Company or any of its Subsidiaries (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect on the Company; (iii) any acquisition, except sales in the ordinary course sale or transfer of any material asset of the business Company or any of inventory its Subsidiaries, which had or immaterial amounts of other tangible personal propertywould reasonably likely have a Material Adverse Effect on the Company; (iv) any commitment change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company to or any capital expenditure to be paid after revaluation by the Closing in excess Company of $100,000 for any individual commitment of its or $500,000 in the aggregateany of its Subsidiaries’ assets; (v) any incurrence declaration, setting aside, or payment of additional indebtedness for borrowed money a dividend or entering into long term contracts other distribution with respect to the shares of the Company, or commitments any direct or indirect redemption, purchase or other acquisition by the Company to be performed after the Closing Dateof any of its shares of capital stock; (vi) any alteration in material contract entered into by the Company or any respect of its Subsidiaries, or any amendment or termination of, or default under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound, which had or would reasonably likely have a Material Adverse Effect on the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure amendment or change to operate the Memorandum and Articles of Association or bylaws of the Company or any Subsidiary; or (viii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company or its Subsidiaries to any of its directors or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company’s and its Subsidiaries past practice; practices. Neither the Company nor its Subsidiaries has agreed since the Company Balance Sheet Date to take any of the actions described in the preceding clauses (i) through (viii) and are not currently involved in any increase in, or commitment negotiations to increase, the compensation payable or to become payable to do any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration things described in the manner of keeping the Company’s books, accounts or records, preceding clauses (xii) any transaction with any affiliate of the Company; through (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessviii).

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.2-------------------------- -------- 4.10, since November 30December 31, 2008 (the “Balance Sheet Date”) 1996, there has not been (i) any change in or effect on the financial condition---- business, results of operationsearnings, assets, businessliabilities, financial or prospects other condition or results of operations of the Company or any subsidiary of the Company that had a Material Adverse Effect on the Company or any subsidiary of the Company, as described the case may be, and no fact or condition exists or is reasonably contemplated or threatened in its filings with writing which the Securities and Exchange Commission (“SEC Filings”) Company believes has a reasonable likelihood of resulting in any change in or otherwise that could have a material adverse effect on the business, earnings, assets, results (liabilities, financial or otherwise)other condition, business or prospects results of operations of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could will have a Material Adverse EffectEffect on the Company. Without limiting the generality of the foregoing, except as set forth on Schedule 4.10, ------------- since December 31, 1996, there has not been, occurred or arisen with respect to the Company any: (a) amendment of its Certificate of Incorporation or Bylaws; (iiib) any sale change in the number of shares of capital stock issued and outstanding or transfer issuance of any warrants, options or other securities convertible or exercisable into shares of capital stock; (c) declaration, setting aside, payment or distribution with respect to, or any split, combination or reclassification of, shares of capital stock declared or made by the assets of the Company, except sales Company or any subsidiary; (d) increase in the ordinary course of the business of inventory compensation or immaterial amounts of other tangible personal property; (iv) any commitment severance pay payable or to become payable by the Company to any capital expenditure to be paid after the Closing in excess Personnel earning annual compensation of $100,000 for 60,000 or more, or any individual commitment or $500,000 increase of general applicability in the aggregate; (v) any incurrence of additional indebtedness for borrowed money compensation or entering into long term contracts severance pay payable to Personnel, or commitments employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company to for any present or former Personnel (except as may be performed after the Closing Daterequired by applicable law); (vie) significant labor trouble or any alteration in material controversy or unsettled grievance pending or threatened between the Company or its subsidiaries and any respect of the Company’s practices and policies relating Personnel or a collective bargaining organization representing or seeking to the payment and collection of accounts receivablerepresent Personnel; (viif) material encumbrance of any failure to operate the Company asset, tangible or intangible; (g) transfer, lease, guarantee, mortgage, pledge, disposal, sale, assignment or transfer of any material asset, tangible or intangible, or any conducting of business, in each case, other than in the ordinary course of business consistent with past practice; (viiih) any increase in, settlement or commitment to increase, the compensation payable or to become payable to any compromise of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner claims or litigations or waiver, release or assignment of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating rights with respect to the ordinary course operations business of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; its subsidiaries whether or (xiv) any material transaction entered into by the Company not in the ordinary course of business; (i) cancellation, termination or entering into of, or material modification to, any Contract (as defined in Section 4.15); (j) material liability or loss incurred with respect to any of the assets or the operations of the business of the Company taken as a whole, except liabilities incurred in the ordinary course of business consistent with past practice; (k) any capital expenditure or authorization of any capital expenditure, acquisition of assets or execution of any lease, or any incurring of liability therefor, requiring any payment or payments in excess of $100,000 in the aggregate; (l) borrowing or lending of money, issuing of debt securities or pledging the credit of the business of the Company or guaranteeing of any indebtedness of others by the Company or its subsidiaries other than pursuant to the Loan and Security Agreement, dated as of September 1, 1993, as amended, by and between the Company, ConQuest Long Distance Corp., ConQuest Operator Services Corp., ConQuest Communications Corp. and The Huntington National Bank; (m) failure to operate the business of each of the Company or its subsidiaries in the ordinary course so as to preserve their businesses intact, to keep available to the Company, its affiliates and subsidiaries the services of the Personnel, and to preserve for the Company, its affiliates and subsidiaries the goodwill of their respective suppliers, customers and others having business relations with them; (n) change in accounting practice of the Company, except as required by GAAP; (o) material cancellations by any supplier, customer or contractor; (p) any material election with respect to Taxes; or (q) any agreement, arrangement or understanding to do any of the foregoing.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November 30, 2008 (Since the “Balance Sheet Date”) , except as set forth in Schedule 2.12, there has not been (ia) any change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Change; (iib) any damage, destruction or loss, whether or not covered by insuranceinsurance or not, that could have having a Material Adverse Effect; (iiic) any sale payment by the Practice to, or transfer any notice to or acknowledgment by the Practice of any amount due or owing to, the Practice’s self-insured carrier, if any, in connection with any self-insured amounts or liabilities under health insurance covering employees of the assets of the CompanyPractice, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing each case, in excess of $100,000 for any individual commitment or $500,000 in a reserve therefor on the aggregateBalance Sheets; (vd) any incurrence declaration, setting aside or payment of additional indebtedness for borrowed money any dividend or entering into long term contracts distribution (whether in cash, stock or commitments by the Company to be performed after the Closing Date; (viproperty) any alteration in any respect of the Company’s practices and policies relating to capital stock of the payment and collection Practice, or any redemption or other acquisition of accounts receivablesuch capital stock by the Practice; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viiie) any increase in, in the rate of compensation or commitment to increase, in the compensation benefits payable or to become payable by the Practice to its respective directors, officers, employees or consultants; (f) except as expressly contemplated otherwise hereby, any amendment, modification or termination of any existing, or entering into any new, Contract or plan relating to any of the Company’s executive employees salary, bonus, insurance, pension, health or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) employee welfare or similar arrangement made to benefit plan for or with any directors, officers, employees or consultants of the Company’s executive employeesPractice; (ixg) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) entry into any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company Contract not in the ordinary course of business, including without limitation relating to any borrowing or capital expenditure; (h) any disposition by the Practice of any asset having a value in excess of $5,000; (i) any adverse change in the sales patterns, pricing policies, accounts receivable or accounts payable relating to the Practice; (j) any write-down of the value of any inventory having an aggregate value in excess of $5,000, or write-off, as uncollectible, of any notes, trade accounts or other receivables having an aggregate value in excess of $5,000; or (k) any change by the Practice in accounting methods or principles.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.2SCHEDULE 3.17 of the Vertex Disclosure Schedules, since November 30December 31, 2008 (the “Balance Sheet Date”) 2007, there has not been any: (ia) Material Adverse Effect with respect to the Vertex Business, and no event has occurred and no circumstance exists that may result in such a Material Adverse Effect other than Material Adverse Effects resulting from historical seasonality of the Vertex Business; (b) purchase, redemption, retirement or other acquisition by Vertex LP of any Vertex partnership interests or other equity interest of Vertex LP; (c) amendments to the Organizational Documents of Vertex LP; (d) payment or increase by Vertex LP of any bonuses, salaries or other compensation (including management or other similar fees) or entry into any employment, severance or similar Contract with any employee engaged in the Vertex Business, other than increases in salary to employees made in the Ordinary Course of Business; (e) adverse change in employee relations which has or is reasonably likely to have a Material Adverse Effect on Vertex LP as relates to the financial condition, results Vertex Business; (f) damage to or destruction or loss of operations, assets, business, or prospects any of the Company as described in its filings with assets or property of Vertex LP relating to the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or lossVertex Business, whether or not covered by insurance, that could have reasonably be expected to constitute a Material Adverse EffectEffect on Vertex LP as relates to the Vertex Business; (iiig) entry into, termination or acceleration of, or receipt of notice of termination by Vertex LP of (1) any material license, distributorship, dealer, sales representative, joint venture, credit or similar agreement relating to the Vertex Business, or (2) any Contract or transaction involving a Liability by or to Vertex LP (other than the Liabilities relating to the Vertex Business incurred in the Ordinary Course of Business since December 31, 2007); (h) sale (other than sales of inventory in the Ordinary Course of Business, if any), lease or transfer other disposition of any of the assets or property of Vertex LP relating to the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyVertex Business; (ivi) mortgage, pledge or imposition of any commitment Lien on any assets or property of Vertex LP relating to the Vertex Business, including the sale, lease or other disposition of any of its Intellectual Property relating to the Vertex Business; (j) (1) delay or failure to repay when due any obligation of Vertex LP, which delay or failure could have a Material Adverse Effect on Vertex LP as relates to the Vertex Business, or (2) delay or failure to repay when due any obligation of Vertex LP which delay or failure could have a Material Adverse Effect on Vertex LP as relates to the Vertex Business; (k) cancellation or waiver by Vertex LP of any claims or rights with a value to Vertex LP relating to the Company to any capital expenditure to be paid after the Closing Vertex Business in excess of Fifty Thousand Dollars ($100,000 for any individual commitment 50,000) individually or $500,000 in the aggregate; (vl) any incurrence failure by Vertex LP to use reasonable efforts to preserve intact the current business organization of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies Vertex LP relating to the payment Vertex Business, and collection of accounts receivable; (vii) any failure to operate maintain the Company in the ordinary course of relations and goodwill with its suppliers, customers, landlords, creditors, employees, licensors, resellers, distributors, agents and others having business consistent relationships with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities them relating to the ordinary course operations of Vertex Business where such failure could reasonably be expected to have a Material Adverse Effect on Vertex LP as relates to the Company since the Balance Sheet DateVertex Business; (xiiim) any liens claims licensing out on an exclusive basis or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not other than in the ordinary course Ordinary Course of business.Business, disposition or lapsing of any Intellectual Property or any disclosure to any Person of any trade secret or other confidential information without appropriate protections in place; (n) change in the accounting methods, principles or practices used by Vertex LP; (o) capital expenditures by Vertex LP relating to the Vertex Business in excess of $20,000

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November 30, 2008 (Since the “Balance Sheet Date”) , there has not been occurred: (i) any material adverse change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results condition (financial or otherwise), results of operations, properties, assets or business or prospects of the Company (a “Material Adverse Effect”)Seller; (ii) any damage, destruction or loss, whether or which is not adequately covered by insurance, that which could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales increase in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable by Xxxxxx or Xxxxxxxxx to the employees of Seller, other than increases made in the ordinary course of business; (iv) any sale or other disposition of any assets of Seller, other than sales or dispositions made in the Company’s executive employees ordinary course of business; (v) any creation of a pledge, security interest, encumbrance, lien or charge of any kind upon any properties or assets of Seller, except in the ordinary course of business; (vi) any material change in the method of allocation of expenses, liabilities or income between Seller and Xxxxxx or Xxxxxxxxx or any bonus payment other material change in the method of accounting or accounting practice; (vii) any material write-offs or write-downs of accounts receivable of Seller other than as included as an accrued in the ordinary course of business; (viii) any discharge or payment of any material obligation or liability on of Seller other than in the Company’s balance sheet) or similar arrangement made to or with any ordinary course of the Company’s executive employeesbusiness; (ix) any adoption material borrowings of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefitsSeller; (x) any material alteration in the manner of keeping the Company’s bookscapital expenditures or commitments for which Seller is liable for any addition to property, accounts plant or records, equipment exceeding $5,000; (xi) any transaction with material cancellation or waiver of any affiliate debts or any claims of Seller except in the Companyordinary course of business; (xii) any material tax election or establishment or increase in a reserve for taxes accounts payable of Seller; or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) agreement to take any material transaction entered into by the Company not action described in the ordinary course of businessthis SECTION 3.6.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2Since December 31, since November 30, 2008 2005 (the “SDRC Balance Sheet Date”) ), SDRC has conducted its business in the ordinary course consistent with past practice, and, except as expressly contemplated by this Agreement, there has not been occurred: (i) any change in the financial conditionchange, results of operations, assets, business, event or prospects of the Company as described in its filings with the Securities and Exchange Commission condition (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance) that has resulted in, that could have or would reasonably be expected to result in, a Material Adverse EffectEffect to SDRC; (ii) any acquisition, sale or transfer of any material asset of SDRC; (iii) any sale change in accounting methods or transfer practices (including any change in depreciation or amortization policies or rates) by SDRC or any revaluation by SDRC of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyits assets; (iv) any commitment issuance or sale by SDRC of any shares of its capital (or any option or right to acquire same) or of any other equity securities or any declaration, setting aside, or payment of a dividend or other distribution with respect to the Company to shares of SDRC, or any direct or indirect redemption, purchase or other acquisition by SDRC of any of its shares of capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregatestock; (v) any incurrence of additional indebtedness for borrowed money or entering Material Contract (as defined in Section 3.26) entered into long term contracts or commitments by the Company to be performed after the Closing DateSDRC; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company other than in the ordinary course of business consistent with past practiceand furnished to Acquiror, or any material amendment of any Material Contract; (viiivi) any amendment or change to the Certificate of Incorporation or Bylaws or equivalent organization documents of SDRC; (vii) any increase in, in or commitment to increase, modification of the compensation or benefits payable or to become payable by SDRC to any of the Company’s executive its directors or employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessbusiness in accordance with past practice and as disclosed on Schedule 3.5 to the SDRC Disclosure Schedule; or (viii) any agreement by SDRC to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Acquiror and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.23.17 of the Disclosure Schedules, since November 30the Company Financial Statement Date, 2008 (the “Balance Sheet Date”) there has not been any: (ia) Material Adverse Effect and no event has occurred and no circumstance exists that may result in a Material Adverse Effect other than Material Adverse Effects resulting from historical seasonality of the Business; (b) purchase, redemption, retirement or other acquisition by the Company of any capital stock or other equity interest of the Company; (c) amendments to the Articles of Incorporation and Bylaws of the Company; (d) payment or increase by the Company of any bonuses, salaries or other compensation (including management or other similar fees) or entry into any employment, severance or similar Contract with any employee engaged in the Business and which the Surviving Corporation is required to hire after Closing, other than increases in salary to employees made in the Ordinary Course of Business; (e) adverse change in employee relations which has or is reasonably likely to have a Material Adverse Effect; (f) damage to or destruction or loss of any of the financial condition, results of operations, assets, business, assets or prospects property of the Company as described in its filings with relating to the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or lossBusiness, whether or not covered by insurance, that could have reasonably be expected to constitute a Material Adverse EffectEffect on the Business; (iiig) entry into, termination or acceleration of, or receipt of notice of termination by the Company of (1) any material license, distributorship, dealer, sales representative, joint venture, credit or similar agreement relating to the Business, or (2) any Contract or transaction involving a Liability by or to the Company for which the Surviving Corporation may be liable after the Closing (other than the Liabilities set forth on Schedule 3.8, Liabilities reflected on in the Interim Balance Sheet which have not been paid or discharged since the Interim Balance Sheet Date, and Liabilities relating to the Business incurred in the Ordinary Course of Business since the Interim Balance Sheet Date); (h) sale (other than sales of inventory in the Ordinary Course of Business, if any), lease or transfer other disposition of any of the assets or property of the Company relating to the Business; (i) mortgage, pledge or imposition of any Lien on any assets or property of the Company relating to the Business, including the sale, lease or other disposition of any of its Intellectual Property relating to the Business; (j) (1) delay or failure to repay when due any obligation of the Company, except sales which delay or failure could have a Material Adverse Effect on the Company, other than such items as have been specifically documented to Parent in the ordinary course writing or (2) delay or failure to repay when due any obligation of the business Company which delay or failure could have a Material Adverse Effect on the Company, the Business or on any assets or property of inventory or immaterial amounts of other tangible personal propertythe Company relating to the Business; (ivk) any commitment cancellation or waiver by the Company of any claims or rights with a value to any capital expenditure the Company relating to be paid after the Closing Business in excess of Five Thousand Dollars ($100,000 for any individual commitment 5,000) individually or $500,000 in the aggregate; (vl) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments failure by the Company to be performed after use reasonable efforts to preserve intact the Closing Date; (vi) any alteration in any respect current business organization of the Company’s practices and policies Company relating to the payment Business, and collection of accounts receivable; (vii) any maintain the relations and goodwill with its suppliers, customers, landlords, creditors, employees, licensors, resellers, distributors, agents and others having business relationships with them relating to the Business where such failure could reasonably be expected to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability have a Material Adverse Effect on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xiim) any material tax election or establishment or increase in a reserve for taxes licensing out on an exclusive basis or other liabilities on its books than in the Ordinary Course of Business, disposition or otherwise provided therefore, except for taxes lapsing of any Intellectual Property or any disclosure to any Person of any trade secret or other liabilities confidential information without appropriate protections in place; (n) change in the accounting methods, principles or practices used by the Company; (o) capital expenditures by the Company relating to the ordinary course operations Business in excess of $20,000 individually or $50,000 in the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assetsaggregate; or (xivp) any material transaction entered into agreement, whether oral or written, by the Company not in with respect to or to do any of the ordinary course of businessforegoing other than as expressly provided for herein.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.25.7 -------------------------- ------------ of the Disclosure Schedules, since November 30December 31, 2008 (2000 each of the “Balance Sheet Date”) Sellers has carried on the Business only in the ordinary course, and there has not been with respect to the Business: (ia) any change in the financial condition, results of operations, assets, businessliabilities, sales, income or business of such Seller, or prospects of the Company as described in its filings relationships with suppliers, customers or lessors, other than changes which were both in the Securities ordinary course of business and Exchange Commission (“SEC Filings”) have not been, either in any case or otherwise that could have a material adverse effect on in the assetsaggregate, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)materially adverse; (iib) any acquisition or disposition by such Seller of any asset or property other than in the ordinary course of business; (c) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effectmaterially and adversely affecting, either in any case or in the aggregate, the property or business of such Seller; (iiid) any sale declaration, setting aside or transfer payment of any dividend or any other distributions in respect of the Company's capital stock; (e) any increase in the compensation, pension or other benefits payable or to become payable by either Seller to any of its directors, officers, employees or consultants of the Business, or any bonus payments or arrangements made to or with any of them (other than pursuant to the terms of any existing written agreement or plan of which the Buyer has been supplied complete and correct copies); (f) any forgiveness or cancellation of any debt or claim by either Seller or any waiver of any right of material value of the Business; (g) any entry by either Seller into any transaction with respect to the Business other than in the ordinary course of business; (h) any incurrence by either Seller of any obligations or liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities as a guarantor or otherwise with respect to obligations of others) with respect to the Business, other than obligations and liabilities incurred in the ordinary course of business; (i) any Encumbrances (as defined in Section 5.10) on any of the assets assets, tangible or intangible, of the Company, except sales Sellers with respect to the Business or any of the Acquired Assets; or (j) any discharge or satisfaction by either Seller of any lien or encumbrance or payment by either Seller of any obligation or liability (fixed or contingent) with respect to the Business other than (A) current liabilities included in the September 30 Balance Sheet and (B) current liabilities incurred since the date of the September 30 Balance Sheet in the ordinary course of the business which were not materially adverse. As of inventory September 30, 2001, the Business Accounts had an aggregate cash balance of $13,586,188.34. Since September 30, 2001, all cash generated by or immaterial amounts attributable to assets or operations of other tangible personal property; (iv) any commitment the Business has been deposited into the Business Accounts. Since September 30, 2001, no cash generated by the Company Business has been transferred from the Business Accounts to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect account of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiiias required by Section 7.4(b) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businesshereof.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November 30, 2008 (From the “Company Balance Sheet Date”) Date to the date of this Agreement, except for the transactions contemplated by this Agreement, the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practice and there has not been (ia) any change event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the financial conditionaggregate, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect Material Adverse Effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Company; (iib) any material damage, destruction or lossother casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance, that could have a Material Adverse Effect; (iiic) other than regular quarterly dividends on Company Stock of $0.14 per share, any sale declaration, setting aside or transfer payment of any dividend or other distribution with respect to any shares of capital stock of the assets Company or any of its Subsidiaries (except for dividends or other distributions by any direct or indirect wholly-owned Subsidiary to the Company or to any wholly- owned Subsidiary of the Company) or any repurchase, except sales in the ordinary course of the business of inventory redemption or immaterial amounts of other tangible personal property; (iv) any commitment acquisition by the Company to or any of its Subsidiaries of any outstanding shares of capital expenditure to be paid after stock or other securities of the Closing in excess Company or any of $100,000 for any individual commitment or $500,000 in the aggregateits Subsidiaries; (vd) any incurrence material change in any method of additional indebtedness for borrowed money accounting or entering into long term contracts or commitments accounting practices by the Company to be performed after the Closing Dateor any of its Subsidiaries; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viiie) any increase in, or commitment to increase, in the compensation payable or to become payable to any of the Company’s executive its officers or employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not increases in the ordinary course of businessbusiness and consistent with past practice); or (f) any establishment, adoption, entry into or amendment of any collective bargaining, bonus, profit sharing, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except to the extent required by Applicable Law or as set forth on Section 4.16(j) of the Company Disclosure Schedule.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2Since December 31, since November 302017, 2008 (the “Balance Sheet Date”) Company has conducted its business in the ordinary course of business in all material respects and there has not been any change, circumstance or event which has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the generality of the foregoing, except for changes in the ordinary course of business or which would not reasonably be expected to have a material and adverse impact on the Company, since December 31, 2017, except as set forth on Section 2.8 of the Company Disclosure Schedule, the Company has not: (a) declared, set aside for payment or paid any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of any Company Common Stock and Company Preferred Stock, or redeemed or otherwise acquired any shares of Company Common Stock and Company Preferred Stock, (b) incurred any indebtedness for borrowed money or issued any debt securities or assumed, guaranteed or endorsed the obligations of any other Person, (c) Transferred or entered into a Contract to Transfer any of its material properties or assets, other than this Agreement, (d) created any Encumbrance (other than Permitted Encumbrances ) on any of its properties or assets, (e) materially increased in any manner the rate or terms of compensation of any of its directors, Officers or employees except for any increases for employees (other than the Officers) made in the ordinary course of business, (f) paid or agreed to pay any pension, retirement allowance or other material employee benefit not required by any existing Benefit Plan or Employee Arrangement, (g) entered into or amended any employment, bonus, severance or retirement Contract other than with employees (other than the Officers) in the ordinary course of business or as required by applicable Law, (h) made or revoked any election relating to Taxes, (i) changed any change methods of reporting income or deductions for federal income tax purposes, (j) made any capital expenditures, individually or in the financial conditionaggregate, results in excess of operations$25,000, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”k) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) suffered any damage, destruction or loss, loss (whether or not covered by insurance) to any of its material assets, that could have a Material Adverse Effect; (iiil) had any sale Officer or transfer key employee resign or terminate employment, (m) acquired, sold, leased or disposed of any of the material assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in outside the ordinary course of business consistent with past practice; or (viiin) settled or compromised any increase inpending or threatened suit, or commitment to increaseaction, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (proceeding or, other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business, claim.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.25.6 or except as would not reasonably be expected to have a Material Adverse Effect, since November 30the date of the Interim Financials each of the Sellers has carried on the Business only in the ordinary course (as defined in Section 13), 2008 (the “Balance Sheet Date”) and there has not been with respect to the Business: (ia) any change in the financial condition, results of operations, assets, businessliabilities, sales, income or business of the Sellers, or prospects in their relationships with suppliers, customers or lessors, other than changes in the ordinary course of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)business; (iib) any acquisition or disposition by Sellers of any asset or property other than in the ordinary course of business; (c) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effectadversely affecting, in the aggregate, the property or business of the Sellers; (iiid) any sale declaration, setting aside or transfer payment of any dividend or any other distributions in respect of the Company’s capital stock; (e) any increase in the compensation, pension or other benefits payable or to become payable by the Sellers to any of their directors, officers, employees or consultants, or any bonus payments or arrangements made to or with any of them (other than pursuant to the terms of any existing written agreement or plan of which the Buyer has been supplied complete and correct copies ); (f) any forgiveness or cancellation of any debt or claim by the Sellers or any waiver of any right of material value other than compromises of accounts receivable in the ordinary course of business; (g) any entry by the Sellers into any transaction other than in the ordinary course of business; (h) any incurrence by the Sellers of any obligations or liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities as a guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business; (i) any mortgage, pledge, lien, lease, security interest or other charge or encumbrance on any of the assets assets, tangible or intangible, of the CompanySellers, except sales other than in the ordinary course of business; or (j) any discharge or satisfaction by the Sellers of any lien or encumbrance or payment by the Sellers of any obligation or liability (fixed or contingent) other than (A) current liabilities included in the Interim Balance Sheet and (B) current liabilities incurred since the date of the Interim Balance Sheet in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessBusiness.

Absence of Certain Changes. Except Since October 31, 1997, the Sellers have operated their businesses in the ordinary course, consistent with past practices and, except as disclosed set forth on Schedule 3.4.23.5, since November 30, 2008 (the “Balance Sheet Date”) there has not been incurred, nor has there occurred: (a) Any damage, destruction or loss (whether or not covered by insurance) adversely affecting the Purchased Assets or the business of any of the Sellers in excess of $50,000; (b) Any sale, transfer, pledge or other disposition of any tangible or intangible assets of any of the Sellers (except sales of vehicle and parts inventory in the ordinary course of business) having an aggregate book value of $50,000 or more; (c) Any termination, amendment, cancellation or waiver of any Material Contract (as defined in Section 3.6 hereof) or any termination, amendment, cancellation or waiver of any rights or claims of any of the Sellers under any Material Contract (except in each case in the ordinary course of business and consistent with past practices); (d) Any change in the accounting methods, procedures or practices followed by any of the Sellers or any change in depreciation or amortization policies or rates theretofore adopted by the Sellers; (e) Any material change in policies, operations or practices with respect to business operations followed by any of the Sellers, including, without limitation, with respect to selling methods, returns, discounts or other terms of sale, or with respect to the policies, operations or practices of the Sellers concerning the employees of the Sellers or the employee benefit plans of the Sellers; (f) Any capital appropriation or expenditure or commitment therefor on behalf of the Sellers in excess of $50,000 individually, or $100,000 in the aggregate; (g) Any general uniform increase, other than in the ordinary course of business, in the cash or other compensation of employees of any of the Sellers, or any increase in excess of $25,000 in any such compensation payable to any individual officer, director, consultant or agent thereof, or any loans or commitments therefor made by any of the Sellers to any persons, including any officers, directors, stockholders, employees, consultants or agents of the Sellers or any of their affiliates; (h) Any account receivable in excess of $50,000 or note receivable in excess of $50,000 owing to any of the Sellers which (i) has been written off as uncollectible, in whole or in part, (ii) has had asserted against it any claim, refusal or right of setoff, or (iii) the account or note debtor has refused to, or threatened not to, pay for any reason, or such account or note debtor has become insolvent or bankrupt; (i) any write-down or write-up of the value of any inventory or equipment of the Sellers or any increase in inventory levels in excess of historical levels for comparable periods; (j) Any other change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results condition (financial or otherwise), business operations, assets, earnings, business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets Sellers which has, or could reasonably be expected to have, a material adverse effect on the Purchased Assets or the business or operations of the CompanySellers; or (k) Any agreement, except sales whether in the ordinary course of the business of inventory writing or immaterial amounts of other tangible personal property; (iv) any commitment otherwise, by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees Sellers to take or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with do any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration actions enumerated in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessthis Section 3.5.

Absence of Certain Changes. Except Since the Financials Date, except as -------------------------- disclosed on Schedule 3.4.23.6 to this Agreement, since November 30, 2008 (the “Balance Sheet Date”) there has not been with respect to ------------ UGCC: (a) any material or significant change in the condition (financial or other), net worth, assets, liabilities, capitalization, business, properties or results of operations of UGCC other than changes (i) any change described in the financial condition, results of operations, assets, business, Schedules to this Agreement or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction made or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales incurred in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertybusiness; (ivb) any material employment or other contracts or commitments entered into by Seller (other than those made or incurred in the ordinary course of business), except as described in the Schedules to this Agreement (for which purposes, a contract or commitment by the Company to any capital expenditure to shall be paid after the Closing deemed material if it calls for payments or performance in an amount or of a value in excess of $100,000 for any individual commitment 10,000, and which is not otherwise cancelable without material liability to Seller upon 30 days or $500,000 in the aggregateless notice); (vc) any incurrence sale, assignment, transfer or other disposition of additional indebtedness for borrowed money any assets or entering into long term contracts properties, the latest cost of which on the accounting records of Seller exceeds $10,000, excluding any inventory or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect supplies disposed of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practicepractices; (viiid) any increase incapital expenditure, capital addition or capital improvement (other than those made or incurred in the ordinary course of business) involving an amount in excess of $10,000; (e) any mortgage, lien, pledge, encumbrance, or commitment to increasesecurity interest created on any Purchased Asset, tangible or intangible, except purchase money security interests created in the ordinary course of business consistent with past practices; (f) any material damage, destruction or loss (whether or not covered by insurance) having or resulting in a Material Adverse Effect; (g) any material increase in the compensation payable or to become payable by Seller to any of officer, director or other employee, agent, independent contractor or consultant, in any such case who, by the Company’s executive employees terms hereof or as expressly contemplated hereby, will be employed or engaged by Buyer at or following the Closing, or any bonus declaration, payment, commitment or obligation of any kind for the payment (by Seller of any bonus, additional salary or compensation, any worker compensation claims or any retirement, termination or severance benefits, to officers, directors, employees, agents, independent contractors, or consultants, in any such case who, by the terms hereof or as expressly contemplated hereby, will be employed or engaged by Buyer at or following the Closing, other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made pursuant to or with any existing written commitments of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration Seller otherwise disclosed in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforeSchedules to this Agreement, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business.; (h) any material change in the amount of any notes or other obligations payable by Seller to such officers, directors, employees, agents, independent contractors, or consultants in any such case who, by the terms hereof or as expressly contemplated hereby, will be employed or engaged by Buyer at or following the Closing; (i) any primary union picketing adversely affecting or, to Seller's knowledge, threatening the Business; (j) any revocation or termination, or any notice of any threatened revocation or termination, of any permit or license issued to Seller or, to Seller's knowledge, to any of its employees, independent contractors, consultants or agents to the extent that such revocation or termination has, has resulted in, or would have or result in a Material Adverse Effect;

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.25.4 hereto, since November September 30, 2008 (the “Balance Sheet Date”) 1999, there has not been been: (ia) any change in the financial condition, results of operations, assets, businessliabilities, sales, income or prospects business of the Company as described Division or in its filings relationships with suppliers, customers or lessors, other than changes which were both in the Securities ordinary course of business and Exchange Commission (“SEC Filings”) or otherwise that could would not have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Materially Adverse Effect”); (iib) any acquisition or disposition by the Division of any material asset or property; (c) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) materially and adversely affecting, either in any sale case or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate, the property or business of the Division; (vd) any incurrence change in the officers, directors or key employees of additional indebtedness for borrowed money the Division; (e) any increase in the compensation, pension or entering into long term contracts other benefits payable or commitments to become payable by the Company Division to be performed after the Closing Date; (vi) any alteration in of its officers or employees, or any respect bonus payments or arrangements made to or with any of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company them except in the ordinary course of business consistent with past practicepractices; (viiif) any increase in, forgiveness or commitment to increase, cancellation of any debt or claim by the compensation payable or to become payable to any of the Company’s executive employees Seller or any bonus payment (waiver of any right of material value other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any compromises of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not receivable in the ordinary course of business; (g) any entry by the Division into any transaction other than in the ordinary course of business; (h) any incurrence by the Division of any obligations or liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business; (i) any mortgage, pledge, lien, lease, security interest or other charge or encumbrance on any of the assets, tangible or intangible, of the Division; (j) any discharge or satisfaction by the Seller of any lien or encumbrance or payment by the Seller of any obligation or liability (fixed or contingent) other than (i) current liabilities included in the Division's balance sheet as of September 30, 1999 and (ii) current liabilities incurred since September 30, 1999 in the ordinary course of business; (k) any change in the financial or tax accounting principles, practices, or methods of the Seller; or (l) any agreement, understanding, or commitment by or on behalf of the Seller, whether in writing or otherwise, to do or permit any of the things referred to in this Section 5.4.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2set forth in Section 5.1(f) of the Company Disclosure Letter, since November 30the Audit Date, 2008 (the “Balance Sheet Date”) Company and its Subsidiaries and Joint Ventures have conducted their businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such businesses and there has not been (i) any change change, event, circumstance, development or combination of events, circumstances and developments which, individually or in the financial conditionaggregate, results of operations, assets, business, has had or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could is reasonably likely to have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damagedeclaration, destruction setting aside or losspayment of any dividend or other distribution in cash, whether stock or not covered by insuranceproperty in respect of the capital stock of the Company, that could have a Material Adverse Effectexcept for regular quarterly cash dividends on its shares of Common Stock publicly announced prior to the date hereof; (iii) any sale change by the Company in accounting principles, practices or transfer of any of methods other than those required by GAAP or SAP or the assets of the Company, except sales local equivalent in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyits respective jurisdiction; (iv) any commitment by material addition, or any development involving a prospective material addition, to the Company to any capital expenditure to be paid after the Closing in excess of $100,000 Company's consolidated reserves for any individual commitment future policy benefits or $500,000 in the aggregateother policy claims and benefits; or (v) any incurrence change in the accounting, actuarial, investment, reserving, underwriting or claims administration policies, practices, procedures, methods, assumptions or principles of additional indebtedness any Company Insurance Subsidiary. Since the Audit Date, except as expressly provided for borrowed money herein, or entering into long term contracts as set forth in Section 5.1(f) of the Company Disclosure Letter, there has not been any: (i) increase in the compensation payable or commitments that could become payable by the Company or any of its Subsidiaries to be performed after the Closing Dateofficers or key employees; (viii) any alteration in amendment of any respect of the Company’s practices Compensation and policies relating to the payment and collection of accounts receivable; Benefit Plans (viias hereinafter below) any failure to operate the Company other than amendments in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment which are generally applicable to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xiiiii) adoption of any material tax election new employee benefit plan or establishment or increase in a reserve agreement providing for taxes severance benefits or other liabilities on its books benefits; or otherwise provided therefore, except for taxes or other liabilities relating (iv) stock option grants to the ordinary course operations officers and key employees of the Company since the Balance Sheet Date; (xiii) or any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not of its Subsidiaries other than in the ordinary course of businesscourse.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2specifically contemplated by this Agreement or the SEC Documents, since November 30December 31, 2008 (the “Balance Sheet Date”) 2008, there has not been with respect to the Company (i) to the Company’s knowledge, any change in the financial event, occurrence, fact, condition, results of operationschange, assets, business, development or prospects of the Company as described in its filings with the Securities and Exchange Commission effect (“SEC FilingsEvent”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could would reasonably be expected to have a Material Adverse Effect; (ii) any declaration, payment or setting aside for payment of any dividend or other distribution or any redemption, purchase or other acquisition of any shares of capital stock or securities of the Company; (iii) any sale or transfer return of any capital or other distribution of the assets to stockholders of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment acquisition (by the Company to merger, consolidation, acquisition of stock or assets or otherwise) of any capital expenditure to be paid after the Closing person or business; (v) incurrence of any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 or in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment aggregate (other than as included as an accrued liability on the Company’s balance sheet) indebtedness or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not incurred in the ordinary course of business, consistent with past practices and reasonable business operations of the Company (the “Ordinary Course of Business”)); (vi) any loans or advances to any person, other than ordinary advances for travel and other expenses in the Ordinary Course of Business; (vii) sale, exchange or other disposition of any material assets or rights other than the sale of inventory in the Ordinary Course of Business; (viii) any transactions, other than in the Ordinary Course of Business, with any of its officers, directors, principal shareholders or employees or any person affiliated with any of such persons; (ix) any other action or agreement or undertaking by the Company that, if taken or done on or after the date hereof would reasonably be expected to have a Material Adverse Effect; or (x) any material change in its accounting principles, practices or methods. Without limiting the foregoing, since the date of the Balance Sheet, there has been no Material Adverse Effect affecting the Company’s financial condition as of the date of this Agreement or results of operations through the date of this Agreement, which would be reflected in its audited financial statements to be prepared for and through September 30, 2009 or as a subsequent event.

Absence of Certain Changes. Except Since February 28, 1998 and except (i) as disclosed on set forth in Section 3.4.2. of the Company Disclosure Schedule 3.4.2or (ii) as permitted between the date hereof and the Closing under Section 5.1, since November 30, 2008 (the “Balance Sheet Date”) there has not been with respect to any of the Companies, their operations or assets: (i) any change developments or events that individually or in the financial conditionaggregate, results of operations, assets, businesshave had, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have would reasonably be expected to have, a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any transaction by the Companies not in the ordinary course of their respective businesses, (iii) any damage, destruction or loss, whether or not covered by insurance, that could have adversely affecting such Company, other than (A) losses arising from bad debts occurring in the ordinary course of business and (B) losses arising from changes, events or circumstances relating to the Companies' industry generally (as opposed to changes, events or circumstances specific to a Material Adverse EffectCompany); (iiiiv) any sale or transfer of any of the assets of the Company, such Company except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment property not required by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the such Company in the ordinary course of business consistent with past practiceits business; (viiiv) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees Employees of such Company or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employeesemployees of such Company other than routine increases made in the ordinary course of business not exceeding five percent per annum for any of them individually, or increases already reflected in the Interim Financial Statements; (ixvi) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (xvii) any material alteration in the manner of keeping the such Company’s 's books, accounts or records, or in the accounting practices therein reflected; (xiviii) any transaction with incurrence, assumption or guarantee of any affiliate indebtedness for money borrowed or (ix) any capital expenditure or capital addition in excess of $10,000 except for (A) ordinary repairs, maintenance and replacement of assets, and (B) items contained in the capital expenditure budget set forth in Section 5.1 of the Company Disclosure Schedule. Since February 28, 1998, except as set forth in Section 3.4.2 of the Company; 's Disclosure Schedule, no Company has (xiia) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company any transaction not in the ordinary course of businesscourse, or (b) amended, modified, or terminated any Material Contract other than in the ordinary course.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2in Section 4.6 of the Disclosure Schedule, since November 30December 31, 2008 (1994, Sellers have conducted the “Balance Sheet Date”) business of the Newspapers only in the ordinary course of business consistent with past practice, and there has not been (i) any material adverse change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise)properties, business or prospects results of operations of the Company (Newspapers, taken as a “Material Adverse Effect”)whole; (ii) any damagematerial change by the Sellers in accounting principles, destruction practices or loss, whether or not covered by insurance, that could have a Material Adverse Effectmethods of the Newspapers; (iii) any sale or transfer material increase in the number of any employees of the assets Newspapers or any material increase, individually or in the aggregate, in the rate or terms of compensation payable to or to become payable to employees of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyNewspapers; (iv) any commitment by material modifications in employee benefits to the Company to any capital expenditure to be paid after employees of the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregateNewspapers; (v) entry into, termination of (except by reason of the occurrence of a contractually specified termination date) or material amendment to any incurrence contract or commitment or license or permit material to the business of additional indebtedness the Newspapers, except for borrowed money the entry into advertising contracts at published rates on a form substantially the same as one of the forms included in Section 4.7 of the Disclosure Schedule or entering the entry into long term news carrier contracts or commitments by on a form substantially the Company to be performed after same as the Closing Dateform included in Section 4.7 of the Disclosure Schedule; (vi) any alteration in creation of or assumption of any respect mortgage, pledge or other lien or encumbrance upon any of the Company’s practices and policies relating to Assets other than Permitted Liens;(vii) any sale, assignment, lease, transfer or other disposition of any material assets of any of the payment and collection of accounts receivableNewspapers; (viiviii) entry into any agreement pursuant to which the aggregate annual financial obligation of the Newspapers may exceed Fifty Thousand Dollars ($50,000), or which is not terminable by the Newspapers without penalty upon ninety (90) days' notice or less, except for the entry into advertising contracts at published rates on a form substantially the same as one of the forms included in Section 4.7 of the Disclosure Schedule; (ix) any failure commitment to operate the Company make any purchase or sale of any inventories except in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration commitment in the manner excess of keeping the Company’s books, accounts Fifty Thousand Dollars ($50,000) for any capital expenditure for which Buyer shall have any financial obligation to discharge subsequent to Closing; or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes. Except Since December 31, 2003, except with respect to the Transactions or as disclosed on Schedule 3.4.2set forth in Section 3.9 of the Holdings Disclosure Letter, since November 30, 2008 (Holdings and its Subsidiaries have conducted their business in the “Balance Sheet Date”) ordinary course consistent with past practices and there has have not been (ia) any change in the financial conditionevents, results changes, effects, developments or states of operations, assets, business, fact that would reasonably be expected to have or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have constitute a Material Adverse Effect; (iiib) any sale declaration, setting aside or transfer payment of any dividend or other distribution in respect of the assets capital stock of Holdings; (c) any issuance by Holdings of, or agreement or commitment of Holdings to issue, any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock; (d) any repurchase, redemption or any other acquisition by Holdings or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, Holdings or its Subsidiaries; (e) any material change in accounting principles, practices or methods, except as required by GAAP; (f) any entry into any employment agreement with, or any material increase in the rate or terms (including, without limitation, any acceleration of the Companyright to receive payment) of compensation payable or to become payable by Holdings or any of its Subsidiaries to, their respective directors or officers, except sales for increases occurring in the ordinary course of business in accordance with their customary practices consistent with past practices and employment agreements entered into in the ordinary course of business; (g) any material increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases occurring in the ordinary course of business in accordance with Holdings' customary practices; and (h) any revaluation by Holdings or any of its Subsidiaries of any material amount of their assets, taken as a whole, including, without limitation, write-downs of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection write-offs of accounts receivable; (vii) any failure to operate the Company receivable other than in the ordinary course of business consistent with past practice; (viii) any increase in, practices or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into required by the Company not in the ordinary course of businessGAAP.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November 30, 2008 (From the “Company Balance Sheet Date”) Date to the date of this Agreement, except for the transactions contemplated by this Agreement, the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practice and there has not been (ia) any change event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the financial conditionaggregate, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect Material Adverse Effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Company; (iib) any material damage, destruction or lossother casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance, that could have a Material Adverse Effect; (iiic) other than regular quarterly dividends on Company Stock of $0.14 per share, any sale declaration, setting aside or transfer payment of any dividend or other distribution with respect to any shares of capital stock of the assets Company or any of its Subsidiaries (except for dividends or other distributions by any direct or indirect wholly-owned Subsidiary to the Company or to any wholly-owned Subsidiary of the Company) or any repurchase, except sales in the ordinary course of the business of inventory redemption or immaterial amounts of other tangible personal property; (iv) any commitment acquisition by the Company to or any of its Subsidiaries of any outstanding shares of capital expenditure to be paid after stock or other securities of the Closing in excess Company or any of $100,000 for any individual commitment or $500,000 in the aggregateits Subsidiaries; (vd) any incurrence material change in any method of additional indebtedness for borrowed money accounting or entering into long term contracts or commitments accounting practices by the Company to be performed after the Closing Dateor any of its Subsidiaries; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viiie) any increase in, or commitment to increase, in the compensation payable or to become payable to any of the Company’s executive its officers or employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not increases in the ordinary course of businessbusiness and consistent with past practice); or (f) any establishment, adoption, entry into or amendment of any collective bargaining, bonus, profit sharing, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except to the extent required by Applicable Law or as set forth on Section 4.16(j) of the Company Disclosure Schedule.

Absence of Certain Changes. Except as disclosed on set forth in Schedule 3.4.2-------------------------- -------- 2.14, since November 30December 31, 2008 (2001, the “Balance Sheet Date”) there Bank has not been (i) declared, paid or set aside ---- of any change dividend or distribution (whether in the financial conditioncash, results of operations, assets, business, stock or prospects property) in respect of the Company as described in Bank Common Stock or issued or sold any of its filings with the Securities and Exchange Commission (“SEC Filings”) capital stock or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)corporate debt obligations; (ii) discharged or satisfied any Encumbrance or paid any obligation or liability (fixed or contingent), other than accruals, accounts and notes payable included in the Bank Financial Statements, accruals, accounts and notes payable incurred since December 31, 2001 in the ordinary course of business and accruals, accounts and notes payable incurred in connection with the transactions contemplated by this Agreement; (iii) sold, exchanged or otherwise disposed of any of its capital assets other than in the ordinary course of business; (iv) made any general or individual wage or salary increase (including increases in directors' or consultants' fees) other than in accordance with past practices, paid any bonus, granted or paid any perquisites such as automobile allowance, club membership or dues or other similar benefits, entered into any employment contract or made any accrual or arrangement for or payment of bonuses or special compensation of any kind or severance or termination pay to any present or former officer or salaried employee or instituted any employee welfare, retirement or similar plan or arrangement; (v) suffered any physical damage, destruction or casualty loss, whether or not covered by insurance, that could which may have a Material Adverse EffectEffect on the Condition of the Bank; (iiivi) made any sale or transfer of acquiesced with any of the assets of the Companychange in accounting methods, principles and practices except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyas may be required by GAAP; (ivvii) excluding loan commitments made and certificates of deposit issued, entered into any contract, agreement or commitment by which obligates the Company to any capital expenditure to be paid after the Closing Bank for an amount in excess of $100,000 for 20,000 over the term of any individual commitment such contract, agreement or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practicecommitment; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business, entered or agreed to enter into any agreement or arrangement granting any preferential rights to purchase any of their assets, properties or rights or requiring the consent of any party to the transfer and assignment of any such assets, properties or rights; or (ix) incurred any change or any event involving a prospective change in the Condition of the Bank which has had, or is reasonably likely to have, a Material Adverse Effect on the Condition of the Bank generally, including, without limitation any change in the administrative or supervisory standing or rating of the Bank with any regulatory agency having jurisdiction over the Bank, and no fact or condition exists as of the date hereof which might reasonably be expected to cause any such event or change in the future.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.24.9, ------- -- ------- ------- -------- --- since November 30May 26, 2008 (1996 the “Balance Sheet Date”) Companies have in all material respects carried on their business only in the ordinary course, and there has not been (ia) any material change in the financial condition, results of operations, assets, businessliabilities, sales, income or prospects business of either Company or in their relationships with suppliers, customers or lessors material to the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Companies; (iib) any acquisition or disposition by either Company of any asset or property other than in the ordinary course of business; (c) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effectmaterially and adversely affecting, either in any case or in the aggregate, the property or business of either Company; (iiid) any sale declaration, setting aside or transfer payment of any dividend or any other distributions in respect of the Stock; (e) any issuance of any shares of the capital stock of either Company or any direct or indirect redemption, purchase or other acquisition of any of the assets of the CompanyStock, except sales (f) any increase in the ordinary course of the business of inventory compensation, pension or immaterial amounts of other tangible personal property; (iv) any commitment benefits payable or to become payable by the either Company to any capital expenditure of its officers or employees, or any bonus payments or arrangements made to be paid after the Closing or with any of them, except for annual merit increases in excess of $100,000 for any individual commitment wages or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company salary made in the ordinary course of business consistent with past practiceand increases in bonuses made in the ordinary course of business pursuant to the terms of one or more of the Employee Benefit Plans; (viiig) any increase inforgiveness or cancellation of any debt or claim by either Company or any waiver of any right of material value other than compromises of accounts receivable in the ordinary course of business; (h) any entry by either Company into any transaction other than in the ordinary course of business; (i) any incurrence by either Company of any obligations or liabilities, whether absolute, accrued, contingent or commitment otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to increaseobligations of others), other than obligations and liabilities incurred in the compensation payable ordinary course of business; (j) any mortgage, pledge, lien, lease, security interest or to become payable to other charge or encumbrance on any of the assets, tangible or intangible, of either Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xivk) any material transaction entered into discharge or satisfaction by either Company of any lien or encumbrance or payment by either Company of any obligation or liability (fixed or contingent) other than (A) current liabilities included in the Company not Balance Sheets and (B) current liabilities incurred since the date of the Balance Sheets in the ordinary course of business.

Absence of Certain Changes. Except LVI represents and warrants that except as disclosed set forth on Schedule 3.4.2Section 2.09 of the Disclosure Letter, since November 30August 31, 2008 (2004, VSI has carried on its business only in the “Balance Sheet Date”) ordinary course, and there has not been (ia) any change in the financial condition, results of operations, assets, businessliabilities, sales, income or business of VSI or in its relationships with suppliers, customers or lessors, other than changes which were both in the ordinary course of business and have not been, either in any case or in the aggregate, materially adverse; (b) any capital expenditure, capital improvement or capital addition by VSI which in the aggregate exceeds $25,000, or prospects any other acquisition or disposition by VSI of any asset or property other than in the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects ordinary course of the Company (a “Material Adverse Effect”)business; (iic) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effectmaterially and adversely affecting, either in any case or in the aggregate, the property or business of VSI; (iiid) any sale declaration, setting aside or transfer payment of any dividend or any other distributions in respect of the shares of the capital stock of VSI; (e) any issuance of any shares or option or right to acquire shares of capital stock of VSI or any direct or indirect redemption, purchase or other acquisition of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertyStock; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viiif) any increase inin the compensation, pension or commitment to increase, the compensation other benefits payable or to become payable by VSI to any of the Company’s executive employees its officers or employees, or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) payments or similar arrangement arrangements made to or with any of them (other than pursuant to the Company’s executive employeesterms of any existing written agreement or plan of which the Purchaser has been supplied complete and correct copies); (ixg) any adoption forgiveness or cancellation of a plan any debt or agreement claim by VSI or amendment to any plan or agreement providing waiver of any new or additional fringe benefits; (x) any right of material alteration in the manner value other than compromises of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not receivable in the ordinary course of business; (h) any entry by VSI into any contract or transaction other than in the ordinary course of business; (i) any incurrence by VSI of any obligations or liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business; (j) any mortgage, pledge, lien, lease, security interest or other charge or encumbrance on any of the assets, tangible or intangible, of VSI; (k) any discharge or satisfaction by VSI of any lien or encumbrance, or payment by VSI of any obligation or liability (fixed or contingent) other than (i) current liabilities included in the Balance Sheet and (ii) current liabilities incurred since the date of the Balance Sheet in the ordinary course of business, or (l) any amendment to VSI's articles of incorporation or bylaws.

Absence of Certain Changes. Except as disclosed set forth on Schedule 3.4.2SCHEDULE 2.7 hereto, since November September 30, 2008 (the “Balance Sheet Date”) 1994, there has not been (i) any declaration or payment of non-cash dividends by any Company or any transfer of assets of any kind whatsoever by any Company to any of the Shareholders or otherwise; (ii) any transaction not in the ordinary course of business; (iii) any material adverse change in the financial condition, results of operations, condition (financial or otherwise), assets, businessliabilities (whether absolute, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assetsaccrued, results (financial contingent or otherwise), business or prospects of the Company (a “Material Adverse Effect”)any Company; (iiiv) any damage, destruction or loss, whether or not covered by insurance, that could which has had or may have a Material Adverse Effectmaterial and adverse effect on any of the properties, business or prospects of any Company other than relating to the termination of ACI's agreement with SAIF (as defined below); (iiiv) any sale or transfer of any of the assets of the Companyany Company or any cancellation of any debts or claims, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 property not required in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing DateCompanies' businesses; (vi) any alteration in mortgage, pledge or subjection to lien, charge or encumbrance of any respect kind, except liens for taxes not due, of any of the Company’s practices and policies relating to the payment and collection of accounts receivableCompanies' assets; (vii) any failure to operate the Company in the ordinary course amendment, modification or termination of business consistent with past practiceany Assumed Contract; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any officer, employee or agent of any of the Company’s executive employees Companies, or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employeessuch officers, employees or agents; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional "fringe benefits"; (x) any material alteration in the manner of keeping the Company’s books, accounts or recordsrecords of any Company, or in the accounting practices therein reflected; or (xi) any transaction with other event or condition of any affiliate character which has had or may have a material and adverse effect on the condition (financial or otherwise), assets, properties, business or prospects of the any Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business.

Absence of Certain Changes. Except as disclosed on to the Purchaser in this Agreement, the Financial Statements, Schedule 3.4.23.01(F) attached hereto, or in any other schedule to this Agreement, since November 30, 2008 (the “Balance Sheet Date”) , there has not been been: (i) any material adverse change in the financial conditionProperty, results the Business or the Companies (or any of operations, assets, business, or prospects of them) other than changes caused by general conditions in the Company as described industry in its filings with which the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Business is conducted; (ii) any damagedamages, destruction or loss, whether or not covered by insuranceinsurance or not, that could have which has had, or might be expected to have, a Company Material Adverse Effect; (iii) any sale material change by the Companies (or transfer of any of the assets of the Company, except sales them) in the ordinary course of the business of inventory accounting methods or immaterial amounts of other tangible personal propertyprinciples which would be required to be disclosed under GAAP; (iv) any commitment issuance by the Company to Companies or any of them of any shares of capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregatestock; (v) any incurrence sale, lease or other disposition of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect properties and assets of the Company’s practices and policies relating to the payment and collection Companies (or any of accounts receivable; (viithem) any failure to operate the Company except in the ordinary course of business consistent of the Companies; (vi) any merger or consolidation of the Companies (or any of them) with past practiceany other corporation, partnership, limited liability company, person or entity or any acquisition by the Companies (or any of them) of the stock or business of another corporation, partnership, limited liability company or other entity; (vii) any borrowing, or agreement to borrow funds, by the Companies (or any of them) or any termination or material amendment of any evidence of indebtedness, contract, agreement, deed, mortgage, lease, license or other instrument, commitment or agreement to which the Companies (or any of them) are bound or by which their properties are bound is material to the business, condition (financial or otherwise), results of operation or prospects of the Companies (or any of them) or the Business; (viii) any increase indeclaration or payment of any dividend on, or commitment to increaseany other distribution with respect to, the equity securities of the Companies (or any of them); (ix) any material increase in the compensation payable or to become payable to by the Companies (or any of them) to the Company’s executive directors, officers or employees of the Companies (or any bonus payment of them), or any increase in benefits or benefit plan costs (other than as included as an accrued liability on costs outside of the Company’s balance sheet) control of the Companies), or similar arrangement -13- any increase in any bonus, insurance, pension, compensation or other benefit plan made to for or with or covering any of the Company’s executive employees; (ix) any adoption of a plan directors, officers or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business.directors;

Absence of Certain Changes. Except as disclosed on in the Company SEC Documents filed by the Company and as set forth in Schedule 3.4.24.10 of the Company Disclosure Schedule, since November 30, 2008 (the “Balance Sheet Date”) Company and its Subsidiaries have conducted their business in the ordinary course of business and there has not been since December 31, 1997: (ia) any change in the financial conditionevent, results of operations, assets, business, occurrence or prospects of the Company as described in its filings with the Securities and Exchange Commission facts (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurancein the ordinary course of business) which, that individually or in the aggregate, has had or reasonably could be expected to have a Material Adverse Effect; (iiib) any sale declaration, setting aside or transfer payment of any dividend (other than regular quarterly dividends) or other distribution with respect to any shares of the assets capital stock of the Company, except sales or any repurchase, redemption or other acquisition by the Company or any Subsidiary of the Company of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any Subsidiary of the Company; (c) any amendment of any material term of any outstanding security of the Company or any Subsidiary of the Company; (d) any incurrence, assumption or guarantee by the Company or any Subsidiary of the Company of any indebtedness for borrowed money other than in the ordinary course of the business of inventory or immaterial amounts of other tangible personal propertybusiness; (ive) any commitment creation or assumption by the Company to or any capital expenditure to be paid after the Closing in excess Subsidiary of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) of any alteration in Lien on any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company asset other than in the ordinary course of business consistent with past practiceand other than Liens which do not have and could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (viiif) any increase inmaking of any loan, advance or commitment capital contributions to increase, the compensation payable or to become payable to investment in any of the Company’s executive employees or any bonus payment (Person other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made advances to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration employees in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of business not in excess of customary amounts and loans, advances or capital contributions to or investments in wholly-owned Subsidiaries of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not made in the ordinary course of business.; (g) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company or any Subsidiary of the Company which individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; 10 15 (h) any transaction or commitment made, or any contract or agreement entered into, by the Company or any Subsidiary of the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any Subsidiary of the Company of any contract or other right, in either case, that have had or could reasonably be expected individually or in the aggregate, to have a Material Adverse Effect, other than transactions and commitments in the ordinary course of business and those contemplated by this Agreement; (i) any change in any method of accounting or accounting practice by the Company or any Subsidiary of the Company, except for any such change required by reason of a concurrent change in GAAP; (j) any transaction, agreement or understanding between the Company or any Subsidiary of the Company on the one hand and any current director or officer of the Company or any Subsidiary of the Company or any transaction which would be subject to proxy statement disclosure under the Exchange Act pursuant to the requirements of Item 404 of Regulation S-K (an "Affiliate Transaction"); (k) any (i) grant of any severance or termination pay to any director, officer or employee of the Company or any Subsidiary of the Company, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary of the Company entered into, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary of the Company, in each case, other than in the ordinary course of business not in excess of customary amounts; or (l) authorization of, or committing or agreeing to take any of, the foregoing actions except as otherwise permitted by this Agreement. SECTION 4.11

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2Since the date of the Updated Balance Sheet, since November 30, 2008 (the “Balance Sheet Date”) there has have not been (ia) any change occurrences, conditions or developments relating specifically to the Business or the trust company industry (as opposed to general economic, political or similar developments of an international, national or regional character) that, singly or in the financial conditionaggregate, results of operations, assets, business, have had or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could would reasonably be expected to have a material adverse effect on the assetsBusiness (it being understood that monthly operating losses incurred between the Effective Date and the Closing Date in the general range of amounts experienced in the months leading up to the Effective Date will not, results singly or with any other occurrences, conditions or developments, constitute a material adverse effect under this clause (financial or otherwisea)), business (b) any dividend or prospects other distribution, or any recapitalization, combination or subdivision with respect to, or any purchase or redemption by the Company, of the Company (a “Material Adverse Effect”)any shares of its capital stock; (iic) any damageindebtedness for borrowed money (including, destruction or losswithout limitation, whether or not covered obligations to guaranty indebtedness of another Person) incurred by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of business; (d) any sale, transfer, lease, mortgage, pledge, grant of security interest in or other encumbrance on any of the Company's material assets or cancellation of any claims of, or indebtedness or obligations owing to, the Company, except in the ordinary course of business; (e) any increase in salaries or other compensation or employee benefits with respect to any employees of the Company, other than increases made in connection with normal reviews of employees or increases which have not had or would not reasonably be expected to have a material adverse effect on the Business; (f) any purchase of or agreement to purchase any additional assets by the Company, except in the ordinary course of business; (g) any actual labor stoppage which has had or would reasonably be expected to have a material adverse effect on the Business; or (h) any action taken by the Company, its directors or officers or Shareholder to authorize any of the actions described in clauses (b), (c), (d), (e) or (f) above.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November Since April 30, 2008 (1997, except as reflected in the “Balance Sheet Date”) there Financial Statements or the SEC Filings, neither the Company nor any Subsidiary has not been (i) declared or paid any change in the financial condition, results of operations, assets, businessdividends, or prospects authorized or made any distribution upon or with respect to any class or series of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”)Capital Stock; (ii) made Capital Expenditures or commitments therefor, other than such Capital Expenditures or commitments made in the ordinary course consistent with past practice; (iii) made any loans or advances to any Person exceeding $5,000 individually or $25,000 in the aggregate (other than advances for business or travel expenses) or guaranteed the obligations of any Person; (iv) sold, exchanged or otherwise disposed of any of its assets or rights exceeding $5,000 individually or $25,000 in the aggregate, other than the sale, exchange or other disposition of its equipment and services in the ordinary course of business consistent with past practice; (v) incurred any material change in the assets, Liabilities, financial condition, operating results or Business of the Company from that reflected in the Financial Statements, except changes that have not, in the aggregate, had a Material Adverse Effect on the Company; (vi) suffered any damage, destruction or loss, whether or not covered by insurance, that could had or would have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of Effect on the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure waived a right or a debt owed to operate it exceeding $1,000 individually or $5,000 in the Company aggregate, except in the ordinary course of business consistent with past practice; (viii) satisfied or discharged any increase in, Encumbrance or commitment to increase, the compensation payable or to become payable to payment of any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided thereforeobligation, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessbusiness consistent with past practice and that has not had and is not reasonably expected to have a Material Adverse Effect on the Company; (ix) agreed to or made any material change or amendment to any Material Agreement, except in the ordinary course of business consistent with past practice; (x) except as set forth in SCHEDULE 4.12 (X), made any material change in any compensation arrangement or agreement with any employee that would increase such employees' compensation by more than ten percent (10%); (xi) permitted or allowed any of its assets to be subjected to any material Encumbrance, other than Encumbrances on equipment in the ordinary course of business consistent with past practice; (xii) written up the value of any inventory, notes or accounts receivable or other assets in any material respect; (xiii) licensed, sold, transferred, pledged, modified, disclosed, disposed of or permitted to lapse any right to the use of any Proprietary Rights; (xiv) made any change in any method of accounting or accounting practice or any change in depreciation or amortization policies or rates previously adopted; (xv) paid, lent or advanced any amount to, sold, transferred or leased any assets to or entered into any material agreement or material arrangement with any of its Subsidiaries or GE (except for the GE Purchase Agreement, the GE Registration Rights Agreement, the GE Warrant Agreement and related documents) or entered into any agreement or arrangement whatsoever with any of its Affiliates other than its Subsidiaries and GE, except for directors' fees, travel expense advances and employment compensation to officers; or (xvi) incurred or suffered any other event or condition of any character that could reasonably be expected to have a Material Adverse Effect on the Company.

Absence of Certain Changes. Except as disclosed on Schedule 3.4.2, since November Since April 30, 2008 (1995 the “Balance Sheet Date”) Company has conducted its business only in the ordinary course consistent with past practice and there has not been (a) except for the matters disclosed in the Company's news release, dated September 19, 1995 any event or events which, individually or in the aggregate, have or could reasonably be expected to have a Company Material adverse Effect, (b) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock or any redemption or repurchase of any shares of its capital stock, (c) any material change in its accounting principles, practices or methods, (d) any asset or property of the Company made subject to a lien of any kind, (e) any waiver of any valuable right of the Company, or the cancellation of any material debt or claim held by the Company, (f) any sale, assignment or transfer of any tangible or intangible assets of the Company, except in the ordinary course of business, (g) any loan by the Company to any officer, director, employee, consultant or shareholder of the Company, or any agreement or commitment therefor (other than advances to such persons in the ordinary course of business in connection with travel and travel related expenses), (h) except as set forth on SCHEDULE 2.9, any increase in the salaries or other compensation payable to any officer, director or employee of the Company or any of its Subsidiaries (except for normal increases in the ordinary course of business consistent with past practice) or any increase in, or addition to, other benefits to which any officer, director or employee may be entitled (except as required by the terms of plans as in effect on the date of this Agreement or as required by law), (i) any incurrence of indebtedness for borrowed money (except in the ordinary course of business consistent with past practice), (j) except as set forth on SCHEDULE 2.9, any amendment to, termination or threat of termination of any material right or agreement to which the Company is a party, (k) any material adverse change or threat of a material adverse change in the financial condition, results Company's or any of operations, assets, businessits Subsidiaries' relations with, or prospects any loss or threat of loss of, any of the Company as described in its filings with the Securities and Exchange Commission Company's important suppliers or customers or (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (iil) any material damage, destruction or loss, whether or not covered by insurance, that could have adversely affecting the properties, business or prospects of the Company and its Subsidiaries taken as a Material Adverse Effect; (iii) whole, or any sale or transfer of any deterioration in the operating condition of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the and its Subsidiaries which would have a Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books or otherwise provided therefore, except for taxes or other liabilities relating to the ordinary course operations of the Company since the Balance Sheet Date; (xiii) any liens claims or encumbrances placed upon the Company’s assets; or (xiv) any material transaction entered into by the Company not in the ordinary course of businessMaterial Adverse Effect.