Common use of Absence of Changes Clause in Contracts

Absence of Changes. Since October 31, 2012, (i) the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (iv) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vi) there has been no resignation or termination of employment of any key officer, consultant or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its business; (vii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ix) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (x) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October Except as disclosed in the SEC Reports, since ------------------ December 31, 2012, 1999: (ia) the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (ivc) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (vd) the Company there has not increased the been any material change in any compensation of arrangement or agreement with any of its officersemployee, officer, director or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of businessstockholder; (vie) there has been no resignation or termination of employment of any key officer, consultant or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its business; (viif) there has been no labor organization activity or labor dispute involving the Company or its employees and none no labor dispute is pending or, to the best of the Company’s 's knowledge, threatened; (viiig) there has not been any change, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ixh) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (xi) there has not been no other event any waiver by the Company of a valuable right or condition of a material debt owed to it; and (j) there has not been any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) there has not been any satisfaction or discharge of any character lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that might materially and adversely affect is not material to the businessassets, properties, prospectsfinancial condition, operating results or financial condition business of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xil) the Company has not received notice that there has been a loss of, or material order cancellation by, any major customer or supplier of the Company; (m) there have has been no waivers mortgage, pledge, transfer of a security interest in, or lien, created by the Company Company, (n) there has been no sale, assignment or transfer of a material right any patents, trademarks, copyrights, trade secrets or of a material debt owed to itother intangible assets; (xiio) there have has been no issuances change in any material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; (p) with respect to any of its material properties or assets, except liens for taxes not yet due or payable; there has been no other event or condition of any securities character pertaining to and materially and adversely affecting the assets or business of the Company; and (xiiiq) there the Company has been no agreement not entered into any arrangement or commitment by the Company to do any of the things acts described in this Section 2.7subsection (a) through (p) above.

Absence of Changes. Since October 31June 30, 20121999, except as set forth on Schedule 4.7: (ia) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially material adverse change in the condition (financial or otherwise), businessoperating results, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverseCompany; (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (ivd) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its stockcapital stock or equity interests, or redeemed, purchased or otherwise acquired any of its stockcapital stock or equity interests; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vie) there has been no resignation or termination of employment of any key officer, consultant officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant officer or employee that if consummated would have a materially adverse effect on its businessemployee; (viif) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s 's knowledge, threatened; (viiig) there has not been any change, except in the ordinary course of business, material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ixh) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any loans made by the Company to any of its employeesevents or circumstances that, officers individually or directors other than travel advances and office advances made in the ordinary course of business; (x) there has been no other event or condition of any character that might materially and adversely affect aggregate, have had a material adverse effect on the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiiil) there has been no agreement or commitment by the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to do the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of the things described its assets or rights for consideration in this Section 2.7excess of $25,000 in any one transaction or series of other related transactions.

Absence of Changes. Since October December 31, 20122008, (i) the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (iv) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vi) there has been no resignation or termination of employment of any key officer, consultant or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its business; (vii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ix) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (x) there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the business, properties, prospects, assets or financial condition business of the Company (as such business is presently conducted and as it is presently proposed to be conducted)Company; (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October January 31, 2012, 1997 (ia) the Company has not ------------------ entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially material adverse change in the condition (financial or otherwise), ) of the business, property, assets or liabilities of the Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse; , (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results, business or operations of the Company; , (ivd) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; , (ve) the Company has not increased the materially changed any compensation of arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as part of regular compensation increases in the ordinary course of business; contemplated by this Agreement, (vig) there has been no resignation or termination of employment of any key officer, consultant officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer, consultant officer or employee that if consummated would have a materially material adverse effect on its business; the business of the Company, (viih) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, stockholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (ixi) there have not been any no loans made by the Company to any of its employees, officers or directors other than travel advances and office other advances made in the ordinary course of business; , (xj) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers waiver by the Company of a material valuable right or of a material debt owed owing to it; , and (xiik) there have has not been no issuances any satisfaction or discharge of any securities lien, claims or encumbrance or any payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October 31the Interim Balance Sheet Date: (a) there has not been, 2012and no event has occurred that would reasonably be expected to have, a Material Adverse Effect; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the assets of the Company; (c) the Company has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares or other securities or repurchased, redeemed or otherwise reacquired any shares or other securities of the Company; (d) the Company has not made any capital expenditure in excess of $20,000 individually or $50,000 in the aggregate; (e) the Company has not leased or licensed any asset to or from any other Person, other than (1) granting non-exclusive licenses to Company IP Rights in the ordinary course of business for end use of the Company Products, (2) confidentiality agreements entered into in the ordinary course of business; (f) the Company has not made any loan or advance to any other Person (other than travel advances made to employees in the ordinary course of business); (g) no Company Contract has been amended or prematurely terminated; (h) the Company has not forgiven any debt or otherwise released or waived any material right or claim; (i) except for this Agreement and the Transactions, the Company has not entered into any transaction which was not in outside the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (iv) the Company has not declared or paid taken any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in other action outside the ordinary course of business; (vij) there the Company has been no resignation not made or termination of employment of changed any key officermaterial Tax election, consultant changed an annual accounting period, adopted or employee of changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any material Tax claim or assessment relating to the Company, and the Company does not know surrendered any right to claim a refund of material Taxes, consented to any extension or waiver of the impending resignation limitation period applicable to any material Tax claim or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its business; (vii) there has been no labor dispute involving assessment relating to the Company or its employees and none is pending ortaken any other similar action, or omitted to take any action relating to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ix) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (x) there has been no other event or condition filing of any character that might materially and adversely affect Tax Return or the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances payment of any securities of the CompanyTax; and (xiiik) there has been no agreement or commitment by the Company has not agreed, committed or offered (in writing or otherwise) to do take any of the things described actions referred to in this Section 2.7clauses “(a)” through “(j)” above.

Absence of Changes. Since October December 31, 20122006, (i) the Company has not entered into any transaction which was not Business has, in all material respects, been conducted in the ordinary course of businessbusiness consistent with past practice, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in not occurred any event, and there does not exist any condition nor any set of circumstances, that has had or would reasonably be expected to have a Material Adverse Effect on the condition (financial or otherwise)Business taken as a whole, business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has not been no change toany direct or indirect redemption, destruction purchase or other acquisition of stock of any Transferred Subsidiary, or loss other than with respect to assets that are not Subsidiary Assets, any declaration, setting aside or payment of physical property (whether any dividend or not covered other distribution by insurance) materially and adversely affecting the business or operations any Transferred Subsidiary in respect of the Company; its capital stock, (iv) no Transferred Subsidiary has incurred any indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the Company has not declared obligations of any other individual, firm or paid any dividend corporation, or made any distribution on its stockloans or advances to any other individual, firm or redeemedcorporation, purchased or otherwise acquired any of its stock; (v) the Company there has not increased been any change in the compensation financial or Tax accounting methods, principles or practices of any of its officersTransferred Subsidiary, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vi) there has not been no resignation or termination of employment any revaluation by any Transferred Subsidiary of any key officerof its assets, consultant including, without limitation, writing down the value of inventory or employee of the Companywriting off notes or accounts receivable, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its business; (vii) except for amounts that are not material, there has not been no labor dispute involving the Company any damage, destruction or its employees loss suffered by any Transferred Subsidiary, whether covered by insurance or not, and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except in the ordinary course of business, in the contingent obligations of the Company, agreement by way of guaranty, endorsement, indemnity, warranty any Seller or otherwise; (ix) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (x) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company Transferred Subsidiary to do any of the things described in the preceding clauses (i) through (viii) other than as expressly provided for in this Section 2.7Agreement.

Absence of Changes. Since October 31June 30, 2012, 1996 and other than as disclosed in writing to Tipperary and Purchaser: (ia) the Company USXP has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially material adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company USXP other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; , (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; USXP, (ivd) the Company USXP has not declared or paid any dividend or made any distribution on of its stock, or redeemed, purchased or otherwise acquired any of its stock; , (ve) the Company USXP has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; , (vif) there has been no resignation or termination of employment of any key officer, consultant officer or employee of USXP, with the Companyexception of the resignation of Xxxxx X. Xxxxxxx, the former President of USXP, which has been fully disclosed to the other parties, and the Company USXP does not know of the impending resignation or termination of employment of any such officer, consultant officer or employee that if consummated would have a materially material adverse effect on its business; , (viig) there has been no labor dispute involving the Company USXP or its employees and none is pending or, to the best of the Company’s USXP's knowledge, threatened; , (viiih) there has not been any change, except in the ordinary course of business, in the contingent obligations of the CompanyUSXP, by way of guaranty, endorsement, indemnity, warranty or otherwise; , (ixi) there have not been any loans made by the Company USXP to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; , and (xi) to the best knowledge of USXP, there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the business, properties, prospects, assets or financial condition business of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7USXP.

Absence of Changes. Since October 31November 30, 2012, 1995 (ia) the Company has ------------------ not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially material adverse change in the condition (financial or otherwise), ) of the business, property, assets or liabilities of the Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse; , (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results, business or operations of the Company; , (ivd) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; , (ve) the Company has not increased the materially changed any compensation of arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as part of regular compensation increases in the ordinary course of business; contemplated by this Agreement, (vig) there has been no resignation or termination of employment of any key officer, consultant officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer, consultant officer or employee that if consummated would have a materially material adverse effect on its business; the business of the Company, (viih) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, stockholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (ixi) there have not been any no loans made by the Company to any of its employees, officers or directors other than travel advances and office other advances made in the ordinary course of business; , (xj) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers waiver by the Company of a material valuable right or of a material debt owed owing to it; , and (xiik) there have has not been no issuances any satisfaction or discharge of any securities lien, claims or encumbrance or any payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October 31, 2012, (i) the The Company has not entered into any transaction which was not conducted its business only in the ordinary course of businessbusiness (except for the execution and performance of this Agreement and the Merger Agreement, including any saleand the discussions, assignment or transfer of any intellectual propertynegotiations, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; and transactions related thereto) and (iii) there has not been no any change, condition, effect, event, circumstance, occurrence, result, state of facts or development (each, an “Effect”) that, singly or in the aggregate with any other Effect, has had or would reasonably be expected to have a materially adverse change in effect on (a) the business, condition (financial or otherwise), businessgeneral affairs, propertymanagement, assets assets, liabilities, operations, results of operations, earnings, prospects, properties, stockholders’ equity or liabilities financial performance of the Company and its subsidiary, taken together, or Frequency or (b) the ability or legal authority of the Company to perform its obligations under and to consummate the transactions contemplated by this Agreement and the Merger Agreement, including the issuance and sale of the Securities (a “Material Adverse Effect”), (ii) there have been no transactions entered into by the Company or any of its subsidiaries, other than changes those in the ordinary course of businessbusiness and except as contemplated in this Agreement and the Merger Agreement, none of whichwhich are material with respect to the Company and its subsidiaries, individually or in the aggregateconsidered as one enterprise, has been materially adverse; (iii) there has been no change todividend or distribution of any kind declared, destruction paid or made by the Company on any class of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; its capital stock, (iv) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vi) there has been no resignation material adverse change to, and no material adverse development in, the business, condition (financial or termination otherwise), general affairs, management, assets, liabilities, operations, results of employment of any key officeroperations, consultant earnings, prospects, properties, stockholders’ equity or employee financial performance of the CompanyCompany and its subsidiaries considered as one enterprise, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its business; (viiv) there has been no labor dispute involving satisfaction or discharge of any material lien, claim or encumbrance or payment of any obligation by the Company or any of its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any changesubsidiaries, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ixvi) there have has been no waiver, not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (x) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company or any of its subsidiaries of a material right or of a material debt owed to it; , (xiivii) there have been no issuances neither the Company nor any of its subsidiaries has sold any material assets, singly or in the aggregate, outside of the ordinary course of business, (viii) neither the Company nor any of its subsidiaries has made any material change in or material amendment to, modification of or waiver of any securities material right under, or termination of any material contract, (ix) the Company; Company has not experienced the loss of services of any executive officer (as defined in Rule 405 under the 1933 Act) and (xiiix) there has not been no agreement any other event or commitment by the condition that has had or would reasonably be expected to have a Material Adverse Effect. The Company has not taken any steps to do seek protection pursuant to any bankruptcy law. The Company is not, as of the things described in date hereof, and after giving effect to the transactions contemplated hereby to occur at Closing, will not be Insolvent (as defined below). For purposes of this Section 2.74.01, “Insolvent” means, with respect to any Person, (w) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total indebtedness, (x) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (y) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (z) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Changes. Since October March 31, 2012, 1999: (ia) the Company Corporation has not ------------------- entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially adverse change in the business, properties, prospects, profits or condition (financial or otherwise), business, property, assets or liabilities ) of the Company Corporation other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adversehave not had a Material Adverse Effect ; (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Companythat has had a Material Adverse Effect; (ivd) the Company Corporation has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (ve) the Company Corporation has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vif) there has been no resignation or termination of employment of any key officer, consultant or employee of the CompanyCorporation, and the Company Corporation does not know of the impending resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect Material Adverse Effect on its business; (viig) there has been no labor dispute involving the Company Corporation or its employees and none is pending or, to the best of the Company’s Corporation's knowledge, threatened; (viiih) there has not been any change, except in the ordinary course of business, in the contingent obligations of the CompanyCorporation, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ixi) there have not been any loans made by the Company Corporation to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (xj) there has not been any acceleration or prepayment of any indebtedness for borrowed money or the refunding of any such indebtedness; and (k) to the best knowledge of the Corporation, there has been no other event or condition of any character that might materially pertaining to and adversely affect having a Material Adverse Effect on the business, properties, prospects, assets or financial condition business of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7Corporation.

Absence of Changes. Since October 31September 30, 2012, 1997 (ia) the Company has not ------------------ entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially material adverse change in the condition (financial or otherwise), ) of the business, property, assets or liabilities of the Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse; , (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results, business or operations of the Company; , (ivd) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; , (ve) the Company has not increased the materially changed any compensation of arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as part of regular compensation increases in the ordinary course of business; contemplated by this Agreement, (vig) there has been no resignation or termination of employment of any key officer, consultant officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer, consultant officer or employee that if consummated would have a materially material adverse effect on its business; the business of the Company, (viih) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, stockholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (ixi) there have not been any no loans made by the Company to any of its employees, officers or directors other than travel advances and office other advances made in the ordinary course of business; , (xj) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers waiver by the Company of a material valuable right or of a material debt owed owing to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7., and

Absence of Changes. Since October 31Except as contemplated by this Agreement since June 30, 2012, 2000: (ia) the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially material adverse change in the condition (financial or otherwise), ) of the business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; , (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, financial condition, operating results, business or operations of the Company; , (ivd) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; , (ve) the Company has not increased the materially changed any compensation of arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, except as part (f) the Company has not received notice that there has been a cancellation of regular compensation increases in an order for the ordinary course Company's products or a loss of business; a customer of the Company, the cancellation or loss of which would materially adversely affect the business of the Company, (vig) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, (h) there has been no resignation or termination of employment of any key officer, consultant officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officerkey officer or employee, consultant or employee that if consummated would have a materially adverse effect on its business; (viii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s 's knowledge, threatened; , (viiij) there has not been any no change, except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, shareholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (ixk) there have not been any no loans made by the Company to any of its employees, officers or directors other than travel advances and office other advances made in the ordinary course of business; , (xl) there has been no waiver by the Company of a valuable right or of a material debt owing to it, (m) there has not been any satisfaction or discharge of any lien, claims or encumbrance or any payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company, and (n) to the best of the knowledge of the Company, there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the business, properties, prospects, assets or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October Except as provided in Schedule 4.7 hereto and ------------ except as contemplated by this Agreement, since December 31, 20121997, (ia) the Company Digital has not entered into any transaction which that was not in the ordinary course of business; (b) except for sales of services and licenses of software in the ordinary course of business, there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any material assets or properties of Digital; (c) there has been (i) no declaration or payment of a dividend, or any other declaration, payment or distribution of any type or nature to any shareholder of Digital in respect of its stock, whether in cash or property, and (ii) no purchase or redemption of any shares of the capital stock of Digital; (d) there has been no declaration, payment, or commitment for the payment, by Digital, of a bonus or other additional salary, compensation, or benefit to any employee of Digital that was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes except for normal year-end bonuses and salary increases paid in the ordinary course of business; (e) there has been no release, none compromise, waiver or cancellation of whichany debts to or claims by Digital, individually or waiver of any rights of Digital; (f) there have been no capital expenditures in excess of $10,000 for any single item, or $25,000 in the aggregate, has been materially adverse; (iiig) there has been no change toin accounting methods or practices or revaluation of any assets of Digital (other than Digital Accounts Receivable (as defined in Section 4.26 hereof) written down in the ordinary course of business in excess of $10,000 for any single Digital Account Receivable and $25,000 in the aggregate); (h) there has been no material damage, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business Digital Business or the operations of the CompanyDigital; (iv) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vii) there has been no resignation loan by Digital, or termination of employment guaranty by Digital of any key officerloan, consultant or to any employee of the CompanyDigital; (j) Digital has not ceased to transact business with any customer that, and the Company does not know as of the impending resignation or termination date of employment such cessation, represented more than 5% of any such officer, consultant or employee that if consummated would have a materially adverse effect on its businessthe annual gross revenues of Digital; (viik) there has been no labor dispute involving the Company termination or its employees resignation of any key employee or officer of Digital, and none is pending or, to the best knowledge of the Company’s knowledgeDigital, no such termination or resignation is threatened; (viiil) there has not been no material amendment or termination of any changematerial oral or written contract, agreement or license related to the Digital Business, to which Digital is a party or by which it is bound, except in the ordinary course of business, in the contingent obligations of the Company, or except as expressly contemplated by way of guaranty, endorsement, indemnity, warranty or otherwisethis Agreement; (ixm) there have Digital has not been any loans made by the Company failed to satisfy any of its employeesdebts, officers obligations or directors other than travel advances liabilities related to the Digital Business or the assets of Digital as the same become due and office advances made owing (except for Digital Accounts Payable (as defined in Section 4.27 hereof), payable in accordance with past practices and in the ordinary course of business); (xn) there has been no agreement or commitment by Digital to do any of the foregoing; and (o) there has been no other event or condition of any character that might pertaining specifically to and materially and adversely affect affecting the businessassets, properties, prospects, business or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7Digital.

Absence of Changes. Since October 31, 2012the date of the most recent Consolidated Balance Sheet included in the Financial Statements and except as reflected therein or in the Memorandum, (i) the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iia) there has been no materially material adverse change in the condition (financial or otherwise), business, property, assets assets, or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iiib) the Company has not entered into any material transaction which was not in the ordinary course of its business; (c) there has been no change damage to, destruction of of, or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (ivd) except as contemplated by this Agreement, the Company has not declared or paid any dividend or on its stock, made any distribution on its stock, or redeemed, purchased purchased, or otherwise acquired any of its stock, granted any options to purchase shares of its stock; (ve) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of its business, to an amount in excess of the amounts set forth in the pro forma previously delivered to the Investors; (vif) there has been no resignation or termination of employment of any key officer, consultant officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant officer or employee that if consummated consummated, would have a materially material adverse effect on its businessthe business of the Company; (viig) there has been no labor dispute involving the Company or its employees and none is pending or, or to the best knowledge of the Company’s knowledgeCompany and the Founders, threatened; (viiih) there has not been any no change, except in the ordinary course of business, in the contingent obligations of the Company, Company by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise; (ixi) there have not been any no loans made by the Company to any of its employees, officers officers, directors, or directors partners other than travel advances and office advances made in the ordinary course of business; and (xj) to the knowledge of the Company and the Founders, there has been no other event or condition of any character that kind which might reasonably be expected to result in a material and adverse change in the Company's condition (financial or otherwise) or business or to impair materially and adversely affect the business, properties, prospects, or financial condition ability of the Company (as such to conduct its business is presently conducted and as it is presently proposed to be currently being conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October Except as contemplated hereby, since July 31, 2012, (i2004 a) the Company CDMP has not entered into any transaction which that was not in the ordinary course of business; b) except for sales of services in the ordinary course of business, there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any material asset or property of CDMP; c) there has been (i) no declaration or payment of a dividend, or any other declaration, payment or distribution of any type or nature to any shareholder of CDMP in respect of its stock, whether in cash or property, and (ii) no purchase or redemption of any share of the capital stock of CDMP; d) there has been no declaration, payment, or commitment for the payment, by CDMP, of a bonus or other additional salary, compensation, or benefit to any employee of CDMP that was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes except for normal year-end bonuses paid in the ordinary course of business; e) there has been no release, none compromise, waiver or cancellation of whichany debt to or claim by CDMP, individually or waiver of any right of CDMP; f) there have been no capital expenditures in excess of $10,000 for any single item, or $25,000 in the aggregate, has been materially adverse; (iiig) there has been no change in accounting methods or practices or revaluation of any asset of CDMP (other than all accounts, notes, contracts, and other receivables of CDMP (collectively, the "CDMP Accounts Receivable") hereof written down in the ordinary course of business which were less than $10,000 for any single CDMP Accounts Receivable, or $25,000 in the aggregate); h) there has been no material damage, or destruction to, destruction of or loss of of, physical property (whether or not covered by insurance) materially and adversely affecting the business of CDMP or the operations of the CompanyCDMP; (iv) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vii) there has been no resignation loan by CDMP, or termination of employment guaranty by CDMP of any key officerloan, consultant or to any employee of the CompanyCDMP; j) CDMP has not ceased to transact business with any customer that, and the Company does not know as of the impending resignation or termination date of employment such cessation, represented more than 5% of any such officer, consultant or employee that if consummated would have a materially adverse effect on its businessthe annual gross revenues of CDMP; (viik) there has been no labor dispute involving the Company termination or its employees resignation of any key employee or officer of CDMP, and none is pending or, to the best knowledge of the Company’s knowledgeCDMP, no such termination or resignation is threatened; (viiil) there has not been no amendment or termination of any changematerial oral or written contract, agreement or license related to the business of CDMP, to which CDMP is a party or by which it is bound, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwiseexcept as expressly contemplated hereby; (ixm) there have CDMP has not been any loans made by the Company failed to satisfy any of its employeesdebts, officers obligations or directors liabilities related to the business or the assets of CDMP as the same become due and owing (except for all material accounts, notes, contracts and other than travel advances amounts payable in accordance with past practices and office advances made in the ordinary course of business); (xn) there has been no agreement or commitment by CDMP to do any of the foregoing; and o) there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the businessassets, properties, prospects, business or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7CDMP.

Absence of Changes. Since October 31Except as contemplated by this Agreement or as described in the IPO Registration Statement, 2012since June 30, 2005 (ithe "Balance Sheet Date"): (a) the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially material adverse change in the condition (financial or otherwise)) of the business, businessprospects, property, assets or liabilities of the Company other than changes in the ordinary course of businessCompany, none of which, individually or in the aggregate, has been materially adverse; (iiic) there has been no change material damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business assets, financial condition, operating results, business, prospects or operations of the Company; , (ivd) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; , (ve) the Company has not increased the changed any compensation of arrangement or agreement with any of its key employees or executive officers, or changed the rate of pay of its employees as a group, except (f) the Company has not received notice that there has been a cancellation of an order for the Company's products or a loss of a customer of the Company, the cancellation or loss of which would result in a Company Material Adverse Effect, (g) the Company has not changed or amended any contract filed as part of regular compensation increases in an exhibit to the ordinary course of business; IPO Registration Statement, (vih) there has been no resignation or termination of employment of any key officer, consultant officer or key employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer, consultant officer or employee that if consummated would have result in a materially adverse effect on its business; Company Material Adverse Effect, (viii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s 's knowledge, threatened; , (viiij) there has not been any no change, except in the ordinary course of business, in the material contingent obligations of the Company, Company by way of guaranty, endorsement, indemnity, warranty or otherwise; , (ixk) there have not been any no loans made by the Company to any of its employees, officers or directors other than travel advances and office other advances made in the ordinary course of business; , (xl) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers waiver by the Company of a material valuable right or of a material debt owed owing to it; , and (xiim) there have has not been no issuances any satisfaction or discharge of any securities lien, claims or encumbrance or any payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October December 31, 20122023 and except as may be disclosed in any report, (i) schedule, form, statement or other document filed or furnished with the SEC since such date, the Company has not entered into any transaction which was not conducted its business only in the ordinary course of business, including any sale, assignment or transfer business (except for the execution and performance of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (iv) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vi) there has been no resignation or termination of employment of any key officer, consultant or employee of the Companythis Agreement, and the Company does not know of the impending resignation or termination of employment of any such officerdiscussions, consultant or employee that if consummated would have a materially adverse effect on its business; negotiations, and transactions related thereto) and (vii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viiii) there has not been any change, except condition, event, circumstance, occurrence, result, state of facts or development that has or would reasonably be expected to have a materially adverse effect on the business, financial condition, assets, operations, results of operations, or stockholders’ equity of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), (ii) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of businessbusiness and except as contemplated in this Agreement, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ix) there have not been any loans made by which are material with respect to the Company to any of and its employeessubsidiaries considered as one enterprise, officers or directors other than travel advances and office advances made in the ordinary course of business; (xiii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iv) neither the Company nor any of its subsidiaries has made any material change in or material amendment to, modification of or waiver of any material right under, or termination of any material contract required to be filed with the SEC pursuant to Item 601(b)(10) of the Regulation S-K promulgated by the SEC, and (v) there has not been any other event or condition of any character that might materially and adversely affect the business, properties, prospects, has had or financial condition of the Company (as such business is presently conducted and as it is presently proposed would reasonably be expected to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of Material Adverse Effect on the Company; and (xiii) there has been no agreement ’s ability to perform its obligations under this Agreement or commitment by the Company to do any of the things described in this Section 2.7other transaction documents contemplated hereby.

Absence of Changes. Since October 31, 2012, There has not been (i) any material or adverse change in the business, assets or condition, financial or otherwise, operation or prospects, of the Company or Earthworks; (ii) neither the business, condition, operations nor prospects of the Company and/or Earthworks, nor any of their respective properties or assets has been adversely affected as a result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; (iii) the Company has not entered into issued any transaction which was common membership interests or other limited liability company security or options, warrants or rights or agreements or commitments to purchase or issue such securities or grant such options, warrants or rights, (iv) the Company and/or Earthworks have not borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), (v) the Company and/or Earthworks have not discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent), (vi) the Company and/or Earthworks have not declared or made any payment or distribution to members or purchased or redeemed any shares of its capital stock or other security, (vii) the Company and/or Earthworks have not mortgaged, pledged, encumbered or subjected to lien any of its assets, tangible or intangible other than liens of current real property taxes not yet due and payable, (viii) the Company and/or Earthworks have not sold, assigned or transferred any of its tangible assets except in the ordinary course of business, or cancelled any debt or claim, (ix) the Company and/or Earthworks have not sold, assigned, transferred or granted any license with respect to any patents, trademarks, trade names, service marks, trade dress, copyrights, trade secrets, inventions, technology, know-how, confidential and proprietary information, computer software, domain names or other intangible asset (the “Intellectual Property”) related to the Z-Force Property, except for such Intellectual Property transferred from Earthworks to the Company, (x) the Company and/or Earthworks have not suffered any loss of property or waived any right of substantial value whether or not in the ordinary course of business, including (xi) the Company and/or Earthworks have not made any sale, assignment commitments or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in key employee or officer compensation, (xii) the condition (financial Company and/or Earthworks have not made any loan to any officer, manger or otherwise), business, property, assets or liabilities members of the Company other than changes or Earthworks, or any agreement or commitment therefore, (xiii) the Company and/or Earthworks have not entered into any transaction except in the ordinary course of businessbusiness or as otherwise contemplated hereby, none of which, individually or in (xiv) the aggregate, has been materially adverse; (iii) there has been no change toCompany and/or Earthworks have not experienced any damage, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business its assets, property or operations of the Company; business, (ivxv) the Company has and/or Earthworks have not declared or paid any dividend or made any distribution on its stockchange in the accounting methods or practices followed by the Company or Earthworks, or redeemed, purchased or otherwise acquired any of its stock; (vxvi) the Company has and/or Earthworks have not increased entered into or changed the compensation terms of any of its officersmaterial contract, agreement or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; instrument and (vixvii) there has been no resignation or termination of employment of any key officer, consultant or employee of the Company, and the Company does and/or Earthworks have not know of the impending resignation or termination of employment of entered into any such officer, consultant or employee that if consummated would have a materially adverse effect on its business; commitment (vii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ix) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (x) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7foregoing.

Absence of Changes. Since October December 31, 20121999 (or June 30, (i) the Company 2000 where specifically indicated): there has not entered into been any transaction which was not material adverse change in any of the ordinary course of Acquired Corporations' business, including any saleassets, assignment liabilities, results of operations, financial performance or transfer prospects, and, to the best of any intellectual property, proprietary information or material assets the knowledge of the Company, no event has occurred that could reasonably be expected to, have a Material Adverse Effect on any saleof the Acquired Corporations; there has not been any material loss, assignmentdamage or destruction to, transferor any material interruption in the use of, abandonment or loss any of any intellectual property, proprietary information or the Acquired Corporations' material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations ); none of the Company; (iv) the Company Acquired Corporations has not declared declared, accrued, set aside or paid any dividend or made any other distribution on its in respect of any shares of their respective capital stock, or redeemedand have not repurchased, purchased redeemed or otherwise acquired reacquired any shares of its stocktheir respective capital stock or other securities; the Acquired Corporations have not sold, issued or authorized the issuance of (vi) any capital stock or other security (except for, in the case of the Company, Company Common Stock issued upon the exercise of outstanding Company Options), (ii) any option or right to acquire any capital stock or any other security, or (iii) any instrument convertible into or exchangeable for any capital stock or other security; the Company has not increased amended or waived any of its rights under, or permitted the compensation acceleration of vesting under, (i) any provision of its 1998 Stock Plan, (ii) any provision of any agreement evidencing any outstanding Company Option, or (iii) any restricted stock purchase agreement; there has been no amendment to any of the Acquired Corporations' Incorporation Documents, and none of the Acquired Corporations have effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; none of the Acquired Corporations has formed any subsidiary or acquired any equity interest or other interest in any other Entity; none of the Acquired Corporations has made any capital expenditure since June 30, 2000 which, when added to all other capital expenditures made on behalf of such respective Acquired Corporation since June 30, 2000, exceeds $100,000; none of the Acquired Corporations has (i) since June 30, 2000 entered into or permitted any of the assets owned or used by it to become bound by any Contract that is or would constitute a Material Contract (as defined in Section 2.10(a)), or (ii) amended or prematurely terminated, or waived any material right or remedy under, any such Material Contract; none of the Acquired Corporations has (i) acquired, leased or licensed any material right or other material asset from any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any material right or other material asset to any other Person, or (iii) waived or relinquished any right, except for immaterial rights or other immaterial assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with each Acquired Corporation's past practices and except for the nonexclusive licenses of software by an Acquired Corporation to its customers in the ordinary course of business and consistent with the Acquired Corporation's past practices; none of the Acquired Corporations has written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness in excess of $10,000 with respect to a single matter, or in excess of $75,000 in the aggregate; none of the Acquired Corporations has made any pledge of any of its officers, assets or the rate of pay otherwise permitted any of its employees as a groupassets to become subject to any Encumbrance, except as part for pledges of regular compensation increases immaterial assets made in the ordinary course of business and consistent with such Acquired Corporation's past practices; none of the Acquired Corporations has (i) lent money to any Person (other than pursuant to routine travel advances made to employees in the ordinary course of business), or (ii) incurred or guaranteed any indebtedness for borrowed money; (vi) there has been no resignation or termination of employment of any key officer, consultant or employee none of the CompanyAcquired Corporations has (i) established or adopted any Employee Benefit Plan, and (ii) paid any bonus or made any profit-sharing or similar payment to, or increased the Company does not know amount of the impending resignation wages, salary, commissions, fringe benefits or termination other compensation or remuneration payable to, any of employment of any such officerits directors, consultant officers or employee that if consummated would have a materially adverse effect on its business; employees, or (viiiii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except other than in the ordinary course of businessbusiness and consistent with past practices, in the contingent obligations hired any new employee; none of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ix) there Acquired Corporations have not been any loans made by the Company to changed any of its employees, officers their respective methods of accounting or directors material accounting practices in any respect; none of the Acquired Corporations has made any Tax election; none of the Acquired Corporations has commenced or settled any Legal Proceeding; none of the Acquired Corporations has entered into any material transaction or taken any other than travel advances and office advances made in material action outside the ordinary course of businessbusiness or inconsistent with its past practices; (x) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition none of the Company (as such business is presently conducted and as it is presently proposed Acquired Corporations has agreed or legally committed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do take any of the things described actions referred to in this Section 2.7clauses "(c)" through "(r)" above".

Absence of Changes. Since October 31Except as set forth in Schedule 3.7 attached hereto and the transactions contemplated by Section 7.10 hereof, 2012since June 30, 1996: (ia) neither the Company nor any of its subsidiaries has not entered into any agreement or transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the CompanyCompany or any of its subsidiaries; (ivc) neither the Company has not nor any of its subsidiaries have declared or paid any dividend or made any distribution (in cash, securities or other property) on its stock, or redeemed, purchased or otherwise acquired any of its stock; (vd) neither the Company nor any subsidiary has not increased the compensation of any of its respective officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vi) there has been no resignation or termination of employment of any key officer, consultant or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant key officer or employee of the Company or any of its subsidiaries that if consummated would have a materially adverse effect on its business, except that Jeroxx Xxxxxxx, xxnager of Securities Associates Command Center II, LLC, has orally agreed to work for the Company only until December 31, 1996; (viie) there has been no labor dispute involving the Company Company, any subsidiary or its their respective employees and none is pending or, to the best of the Company’s 's knowledge, threatened; (viiif) there has not been any change, except in the ordinary course of business, in the contingent obligations of the CompanyCompany or any subsidiary, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ixg) there have not been any loans made by the Company or any subsidiary to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (xh) neither the Company nor any subsidiary has borrowed any amount or incurred or become subject to any liabilities (absolute or contingent), except expenses incurred in the ordinary course of business; (i) neither the Company nor any subsidiary has paid any obligations or liabilities, other than current liabilities paid in the ordinary course of business; (j) neither the Company nor any subsidiary has mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of its properties or assets; (k) neither the Company nor any subsidiary has sold, assigned or transferred any of its assets other than in the ordinary course of business; (l) neither the Company nor any subsidiary has made any capital expenditures or commitments therefor except in the ordinary course of business; and (m) to the best knowledge of the Company, there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the business, properties, prospects, assets or financial condition business of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7subsidiary.

Absence of Changes. Since October Except as set forth in the Disclosure Schedule and as contemplated by this Agreement, since July 31, 20122003, (ia) the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially adverse change in the condition (financial or otherwise), ) of the business, property, assets assets, liabilities or liabilities prospects of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; , (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, financial condition, operating results, business or operations of the Company; , (ivd) the Company has not declared or paid any dividend or made any distribution on its capital stock, or redeemed, purchased or otherwise acquired any of its capital stock; , (ve) the Company has not increased the changed any compensation of arrangement or agreement with any of its key employees or officers, or changed the rate of pay of its employees as a group, except as part (f) the Company has not changed or amended any material contract by which the Company or any of regular compensation increases in the ordinary course of business; its assets is bound or subject, (vig) there has been no resignation or termination of employment of any key officer, consultant officer or employee service provider of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer, consultant officer or employee service provider that if consummated would have a materially an adverse effect on its business; (vii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best business of the Company’s knowledge, threatened; (viiih) there has not been any changesale, assignment or transfer of any material assets, intangible or otherwise, (i) there has been no mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business, in the contingent obligations of business and do not materially impair the Company's ownership or use of such property or assets, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ixj) there have not been any loans or guarantees made by the Company to any or for the benefit of its employees, officers or directors directors, or any members of their immediate families, other than travel advances expense advances, options and office other advances made in the ordinary course of its business; , (xk) there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the business, properties, prospects, assets or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities prospects of the Company; and , or (xiiil) there has been no written agreement or commitment by the Company to do any of the things described in this Section 2.7above.

Absence of Changes. Since October 31Except as provided in Schedule 4.7 and except as ------------ contemplated hereby, 2012since June 30, 1999 (ia) the Company Tessera has not entered into any material transaction which that was not in the ordinary course of business; (b) except for sales of services and licenses of software in the ordinary course of business of Tessera, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any there has been no sale, assignment, transfer, abandonment mortgage, pledge, encumbrance or loss lease of any intellectual material asset or property of Tessera; (c) there has been (i) no declaration or payment of a dividend, or any other declaration, payment or distribution of any type or nature to any stockholder of Tessera in respect of his stock, whether in cash or property, proprietary information and (ii) no purchase or material assets redemption of any share of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets capital stock of the CompanyTessera; (iid) there has been no materially adverse change in declaration, payment, or commitment for the condition (financial payment, by Tessera, of a bonus or otherwise)other additional salary, businesscompensation, property, assets severance or liabilities benefit to any employee or consultant of the Company other than changes Tessera that was not in the ordinary course of business; (e) there has been no material release, none compromise, waiver or cancellation of whichany debt to or claim by Tessera, individually or waiver of any material right of Tessera; (f) there have been no capital expenditures in excess of $25,000 for any single item, or $100,000 in the aggregate, has been materially adverse; (iiig) there has been no change in accounting methods or practices or revaluation of any asset of Tessera (other than Tessera Accounts Receivable (as defined in Section 4.26) written down in the ordinary course of business not in excess of $5,000 for any single Tessera Accounts Receivable, or $25,000 in the aggregate); (h) there has been no material damage or destruction to, destruction of or loss of of, physical property (whether or not covered by insurance) materially and adversely affecting the business Tessera Business or the operations of the CompanyTessera; (ivi) the Company there has not declared or paid any dividend or made any distribution on its stockbeen no loan by Tessera, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation guaranty by Tessera of any loan, to any employee of its officers, or the rate Tessera in excess of pay of its employees as a group, except as part of regular compensation increases $5,000 other than travel advances made in the ordinary course of businessTessera's business consistent with past practices; (vij) Tessera has not ceased to transact business with any customer that, as of the date of such cessation, represented more than 5% of the annual gross revenues of Tessera; (k) there has been no termination or resignation or termination of employment of any key officer, consultant employee or employee officer of the CompanyTessera, and to the Company does not know knowledge of the impending Tessera, no such termination or resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its businessis threatened; (viil) there has been no labor dispute involving amendment or termination of any material oral or written contract, agreement or license related to the Company or its employees and none is pending orTessera Business, to the best of the Company’s knowledge, threatened; (viii) there has not been any changewhich Tessera is or was a party or by which it is or was bound, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty business or otherwiseas expressly contemplated hereby; (ixm) there have Tessera has not been in any loans made by the Company material manner failed to satisfy any of its employeesdebts, officers obligations or directors other than travel advances liabilities related to the Tessera Business or the assets of Tessera as the same become due and office advances made owing (except for Tessera Accounts Payable (as defined in Section 4.27) payable in accordance with past practices and in the ordinary course of business); (xn) there has been no agreement or commitment by Tessera to do any of the foregoing; and (o) there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the businessassets, properties, prospects, business or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7Tessera.

Absence of Changes. Since October Except as provided in Schedule 2.7 hereto and ------------ except as contemplated hereby, since December 31, 2012, 1997 (ia) neither of the Company Xxxxxxx Companies has not entered into any transaction which that was not in the ordinary course of business; (b)except for sales of services and licenses of software in the ordinary course of business, there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any material asset or property of the Xxxxxxx Companies; (c) there has been (i) no declaration or payment of a dividend, or any other declaration, payment or distribution of any type or nature to any shareholder of the Xxxxxxx Companies in respect of their stock, whether in cash or property, and (ii) no purchase or redemption of any share of the capital stock of the Xxxxxxx Companies; (d) there has been no declaration, payment, or commitment for the payment, by either of the Xxxxxxx Companies, of a bonus or other additional salary, compensation, or benefit to any employee or administrator of the Xxxxxxx Companies that was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes except for normal year-end bonuses paid in the ordinary course of business; (e) there has been no release, none compromise, waiver or cancellation of whichany debt to or claim by the Xxxxxxx Companies, individually or waiver of any right of the Xxxxxxx Companies; (f) there have been no capital expenditures in excess of $10,000 for any single item, or $25,000 in the aggregate, has been materially adverse; (iiig) there has been no change in accounting methods or practices or revaluation of any asset of the Xxxxxxx Companies (other than Xxxxxxx Companies Accounts Receivable as defined in Section 2.26 hereof) written down in the ordinary course of business in excess of $10,000 for any single Xxxxxxx Companies Accounts Receivable, or $25,000 in the aggregate); (h) there has been no material damage, or destruction to, destruction of or loss of of, physical property (whether or not covered by insurance) materially and adversely affecting the business Xxxxxxx Companies Business or the operations of the CompanyXxxxxxx Companies; (iv) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vii) there has been no resignation loan by the Xxxxxxx Companies, or termination of employment guaranty by the Xxxxxxx Companies of any key officerloan, consultant to any employee or employee administrator of the Company, and the Company does not know Xxxxxxx Companies; (j)neither of the impending resignation or termination Xxxxxxx Companies has ceased to transact business with any customer that, as of employment the date of any such officercessation, consultant or employee represented more than 5% of the annual gross revenues of that if consummated would have a materially adverse effect on its businessXxxxxxx Company; (viik) there has been no labor dispute involving termination or resignation of any key employee, administrator or officer of the Company or its employees Xxxxxxx Companies, and none is pending or, to the best knowledge of the Company’s knowledgeXxxxxxx Companies, no such termination or resignation is threatened; (viii1) there has not been no amendment or termination of any changematerial oral or written contract, agreement or license related to the Xxxxxxx Companies Business, to which either of the Xxxxxxx Companies is a party or by which it is bound, except in the ordinary course of business, in the contingent obligations or except as expressly contemplated hereby; (m) neither of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ix) there have not been any loans made by the Company Xxxxxxx Companies has failed to satisfy any of its employeesdebts, officers obligations or directors other than travel advances liabilities related to the Xxxxxxx Companies Business or the assets of the Xxxxxxx Companies as the same become due and office advances made owing (except for Xxxxxxx Companies Accounts Payable (as defined in Section 2.27 hereof) payable in accordance with past practices and in the ordinary course of business); (xn) there has been no agreement or commitment by Xxxxxxx Companies to do any of the foregoing; and (o) there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the businessassets, properties, prospects, business or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7Xxxxxxx Companies.

Absence of Changes. Since October Except as provided in Schedule 4.7 hereto ------------ and except as contemplated by this Agreement, since December 31, 20121996, (ia) the Company TWG has not entered into any transaction which that was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any ; (b) there has been no sale, assignment, transfer, abandonment mortgage, pledge, encumbrance or loss lease of any intellectual material assets or properties of TWG; (c) there has been (i) no declaration or payment of a dividend, or any other declaration, payment or distribution of any type or nature to any shareholder of TWG in respect of its stock, whether in cash or property, proprietary information and (ii) no purchase or material assets redemption of any shares of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets capital stock of the CompanyTWG; (iid) there has been no materially adverse change in declaration, payment, or commitment for the condition (financial payment, by TWG, of a bonus or otherwise)other additional salary, businesscompensation, property, assets or liabilities benefit to any employee of the Company other than changes TWG that was not in the ordinary course of business; (e) there has been no release, none compromise, waiver or cancellation of whichany debts to or claims by TWG, individually or waiver of any rights of TWG, in each case having a value in excess of $10,000; (f) there have been no capital expenditures in excess of $10,000 for any single item, or $25,000 in the aggregate, has been materially adverse; (iiig) there has been no change toin accounting methods or practices or revaluation of any assets of TWG (other than TWG Accounts Receivable (as defined in Section 4.26 hereof) written down in the ordinary course of business that are not in excess of $10,000 for any single TWG Account Receivable and $25,000 in the aggregate); (h) there has been no material damage, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business TWG Business or the operations of the CompanyTWG; (iv) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vii) there has been no resignation loan by TWG, or termination of employment guaranty by TWG of any key officerloan, consultant or to any employee of TWG or to any Person related to the CompanyTWG Business; (j) TWG has not ceased to transact business with any customer that, and the Company does not know as of the impending resignation or termination date of employment such cessation, represented more than 5% of any such officer, consultant or employee that if consummated would have a materially adverse effect on its businessthe annual gross revenues of TWG; (viik) there has been no labor dispute involving termination or resignation of any key employee or officer of TWG, and neither TWG nor the Company TWG Shareholder is aware of any such termination or its employees and none resignation that is pending or, to the best of the Company’s knowledge, threatened; (viiil) there has not been no amendment or termination of any changematerial oral or written contract, agreement or license related to the TWG Business, to which TWG is a party or by which it is bound, except in the ordinary course of business, in the contingent obligations of the Company, or except as expressly contemplated by way of guaranty, endorsement, indemnity, warranty or otherwisethis Agreement; (ixm) there have TWG has not been any loans made by the Company failed to satisfy any of its employeesdebts, officers obligations or directors other than travel advances liabilities related to the TWG Business or the assets of TWG as the same become due and office advances made owing (except for TWG Accounts Payable (as defined in Section 4.27 hereof), payable in accordance with past practices and in the ordinary course of business); (xn) there has been no agreement or commitment by TWG to do any of the foregoing; and (o) there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the businessassets, properties, prospects, Business or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7TWG.

Absence of Changes. Since October Except as provided in Schedule 2.7 hereto, since ------------------ ------------ December 31, 20121997, (ia) the Company Seller has not entered into any transaction which affecting the Purchased Assets that was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change tomaterial damage, destruction of or loss of physical property any of the Purchased Assets (whether or not covered by insurance); (c) materially there has been no distribution to any member of Seller in respect of his membership interest, whether in cash or property, and adversely affecting the business no purchase or operations redemption of the Companymembership interest of any member of Seller; (ivd) the Company Seller has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired failed to satisfy any of its stockdebts, obligations or liabilities related to the Business or the Purchased Assets as the same become due and owing; (ve) there have been no capital expenditures in excess of $10,000 for any single item, or $25,000 in the Company aggregate; (f) Seller has not increased ceased to transact business with any customer that, as of the compensation date of such cessation, represented more than 5% of the annual gross revenues of Seller; (g) there has been no termination or resignation of any key employee or officer of Seller, and to the knowledge of Seller and the Green Room Members, no such termination or resignation is threatened; (h) there has been no change in accounting methods or practices or Seller, or revaluation of any of its officers, or the rate of pay of its employees Purchased Assets (other than Accounts Receivable (as a group, except as part of regular compensation increases defined in Section 2.23 hereof) written down in the ordinary course of businessbusiness that are not in excess of $10,000 for any single Seller Account Receivable and $25,000 in the aggregate); (vii) there has been no resignation amendment or termination of employment of any key officermaterial oral or written contract, consultant agreement or employee of license related to the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its business; (vii) there has been no labor dispute involving the Company or its employees and none is pending orBusiness, to the best of the Company’s knowledge, threatened; (viii) there has not been any changewhich Seller is a party or by which it is bound, except in the ordinary course of business, in the contingent obligations or except as expressly contemplated by this Agreement; (j) there has been no agreement or commitment to do any of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwiseforegoing; and (ix) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (xk) there has been no other event or condition pertaining to and materially affecting the Purchased Assets or the ability of any character that might materially and adversely affect Seller to consummate the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers transactions contemplated by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7Agreement.

Absence of Changes. Since October Except as set forth in Schedule 3.8 attached hereto, since December 31, 2012, 1997: (ia) the Company has not entered into any material agreement or transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change material damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of any other material adverse change in the Company, the Assets or the Monitoring Business; (ivc) the Company has not declared or paid any dividend or made any distribution (in cash, securities or other property) on its stock, or redeemed, purchased or otherwise acquired any of its stock; (vd) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation other than those increases which occurred in April 1998 which were in the ordinary course of business; (vi) and there has been are no resignation impending resignations or termination of employment terminations of any key officer, consultant officers or employee employees of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially an adverse effect on its business; (viie) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viiif) there has not been any change, except in the ordinary course of business, material change in the contingent obligations of the Company, Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (ixg) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made directors; (h) the Company has not borrowed any amount or incurred or become subject to any liabilities (absolute or contingent), except non-material expenses incurred in the ordinary course of business; (xi) the Company has not paid any material obligations or liabilities, other than current liabilities paid in the ordinary course of business; (j) the Company has not mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of its properties or assets; (k) the Company has not sold, assigned, transferred or leased any of its assets other than in the ordinary course of business; (l) the Company has not made any material capital expenditures or commitments therefor; (m) the Company has not changed its accounting methods or practices, except at the specific request of Purchaser; (n) there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the businessCompany, properties, prospects, the Assets or financial condition of the Monitoring Business; (o) the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by has not changed the Company of a material right pricing for its services or of a material debt owed to it; (xii) there have been no issuances of any securities of indicated that reduced pricing for the Company's services could be expected; and (xiiip) there has been no agreement or commitment by the Company has not received, verbally or in writing, any notice of intent to do cancel or reduce use of its services by any of the things described in this Section 2.7Dealer.

Absence of Changes. Since October Except as set forth in the Section 2(w) of the Disclosure Schedule or as contemplated by this Agreement, since December 31, 20122003, (ia) the Company has not entered into any transaction which was not in the ordinary course of businessbusiness consistent with past practices, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially adverse change in the condition (financial or otherwise), ) of the business, property, assets assets, liabilities or liabilities prospects of the Company other than changes in the ordinary course of businessbusiness consistent with past practices, none of which, individually or in the aggregate, has been materially adverse; had a Material Adverse Effect, (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; having a Material Adverse Effect, (ivd) the Company has not declared or paid any dividend or made any distribution on its capital stock, or redeemed, purchased or otherwise acquired any of its capital stock; , (ve) the Company has not increased not, other than the declaration or payment of bonuses to the Company's executive officers, changed any compensation of arrangement or agreement with any of its key employees or officers, or changed the rate of pay of its employees as a group, except as part (f) the Company has not changed or amended any material contract by which the Company or any of regular compensation increases in the ordinary course of business; its assets is bound or subject, (vig) there has been no resignation or termination of employment of any key officer, consultant officer or employee service provider of the Company, and the Company does not know of the any impending resignation or termination of employment of any such officer, consultant officer or employee service provider that if consummated would have a materially adverse effect on its business; Material Adverse Effect, and (vii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ix) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (xh) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of having a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7Material Adverse Effect.

Absence of Changes. Since October 31, 2012the date of the Financial Statements and except as reflected therein, (i) the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iia) there has been no materially material adverse change in the condition (financial or otherwise), business, property, assets assets, or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iiib) the Company has not entered into any material transaction which was not in the ordinary course of its business; (c) there has been no change damage to, destruction of of, or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (ivd) except as contemplated by this Agreement, the Company has not declared or paid any dividend or on its stock, made any distribution on its stock, or redeemed, purchased purchased, or otherwise acquired any of its stock, granted any options to purchase shares of its stock; (ve) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of its business, to an amount in excess of the amounts set forth in the pro formas previously delivered to the Investors; (vif) there has been no resignation or termination of employment of any key officer, consultant officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant officer or employee that if consummated consummated, would have a materially material adverse effect on its businessthe business of the Company; (viig) there has been no labor dispute involving the Company or its employees and none is pending or, or to the best knowledge of the Company’s knowledgeCompany and the Founders, threatened; (viiih) there has not been any no change, except in the ordinary course of business, in the contingent obligations of the Company, Company by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise; (ixi) there have not been any no loans made by the Company to any of its employees, officers officers, directors, or directors partners other than travel advances and office advances made in the ordinary course of business; and (xj) to the knowledge of the Company and the Founders, there has been no other event or condition of any character that kind which might reasonably be expected to result in a material and adverse change in the Company's condition (financial or otherwise) or business or to impair materially and adversely affect the business, properties, prospects, or financial condition ability of the Company (as such to conduct its business is presently conducted and as it is presently proposed to be currently being conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October December 31, 2012, 1998 (ia) the Company has ------------------ not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially material adverse change in the condition (financial or otherwise), ) of the business, property, prospects, assets or liabilities of the Company other than changes in the ordinary course of its business, none of whichwhich changes, individually or in the aggregate, has been materially adverse; could not result in a Material Adverse Effect, (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting ), which, individually or in the business or operations of the Company; aggregate, has a Material Adverse Effect, (ivd) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; , (ve) the Company has not increased the materially changed any compensation of arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay and provision of employee benefits and prerequisites of its employees and independent contractors as a group, or granted to any employee, independent contractors or any other person, or modified in any respect, any stock options, stock appreciation right or other compensation that is based in any respect on the value of any class of equity of the Company, (f) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as part of regular compensation increases in the ordinary course of business; contemplated by this Agreement, (vig) there has been no resignation or termination of employment of any key officer, consultant employee or employee independent contractor of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer, consultant employee or employee independent contractor that if consummated would have could result in a materially adverse effect on its business; Material Adverse Effect, (viih) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) there has not been any change, except in the ordinary course of business, in the contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, stockholder or key employee, officer or independent contractor of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (ixi) there have not been any no loans made by the Company to any of its employees, independent contractors, officers or directors other than travel advances and office other similar types of advances made in the ordinary course of business; business and consistent with past practice and generally applicable Company policy, (xj) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers waiver by the Company of a material valuable right or of a material debt owed owing to it; , and (xiik) there have has not been no issuances any satisfaction or discharge of any securities lien, claim or other encumbrance or any payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results, prospects or business of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October December 31, 2012, 1996: (ia) the Company ------------------ has not entered into any transaction which was not in the ordinary course of business, including any salehowever, assignment or transfer the Company notes that it did enter into an equipment leasing agreement with Venture Lending & Leasing, Inc. for $746,000, which agreement the Company considers to be in the ordinary course of any intellectual propertybusiness, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially material adverse change in the condition (financial or otherwise), ) of the business, property, assets or liabilities of the Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse; , (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results, business or operations of the Company; , (ivd) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; , (ve) the Company has not increased the materially changed any compensation of arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not received notice that there has been a cancellation of an order for the Company's products or a loss of a customer of the Company, the cancellation or loss of which would materially adversely affect the business of the Company, (g) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as part of regular compensation increases in the ordinary course of business; contemplated by this Agreement, (vih) there has been no resignation or termination of employment of any key officer, consultant officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer, consultant officer or employee that if consummated would have a materially material adverse effect on its business; the business of the Company, (viii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s 's knowledge, threatened; , (viiij) there has not been any no change, except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, shareholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (ixk) there have not been any no loans made by the Company to any of its employees, officers or directors other than travel advances and office other advances made in the ordinary course of business; , (x1) there has been no waiver by the Company of a valuable right or of a material debt owing to it, (m) there has not been any satisfaction or discharge of any lien, claims or encumbrance or any payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company, and (n) to the best of the knowledge of the Company, there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the business, properties, prospects, assets or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October December 31, 2012, 1993: (ia) the Company has ------------------ not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially material adverse change in the condition (financial or otherwise), ) of the business, property, assets or liabilities of the Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse; , (iiic) there has been no change damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results. business or operations of the Company; , (ivd) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; , (ve) the Company has not increased the materially changed any compensation of arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not received notice that there has been a cancellation of an order for the Company's products or a loss of a customer of the Company, the cancellation or loss of which would materially adversely affect the business of the Company, (g) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as part of regular compensation increases in the ordinary course of business; contemplated by this Agreement, (vih) there has been no resignation or termination of employment of any key officer, consultant officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer, consultant officer or employee that if consummated would have a materially material adverse effect on its business; the business of the Company, (viii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s 's knowledge, threatened; , (viiij) there has not been any no change, except in the ordinary course of business, in the material contingent obligations of the Company (nor in any continent obligation of the Company regarding any director, shareholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (ixk) there have not been any no loans made by the Company to any of its employees, officers or directors other than travel advances and office other advances made in the ordinary course of business; , (x1) there has been no waiver by the Company of a valuable right or of a material debt owing to it, (m) there has not been any satisfaction or discharge of any lien, claims or encumbrance or any payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company, and (n) to the best of the knowledge of the Company, there has been no other event or condition of any character that might pertaining to and materially and adversely affect affecting the business, properties, prospects, assets or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.

Absence of Changes. Since October Except as provided in Schedule 2.5 hereto, since ------------ December 31, 20121997, (ia) the Company has Sellers have not entered into any transaction which that was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (iib) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change tomaterial damage, destruction of or loss of physical property any of the Purchased Assets (whether or not covered by insurance); (c) materially Sellers have not failed to satisfy any of their debts, obligations or liabilities related to the Design Business or the Purchased Assets as the same become due and adversely affecting owing; (d) there have been no capital expenditures related to the Design Business in excess of $10,000 for any single item, or $25,000 in the aggregate; (e) Sellers have not ceased to transact business or operations with any customer that, as of the Companydate of such cessation, represented more than 5% of the annual gross revenues of the Design Business; (iv) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vif) there has been no termination or resignation or termination of employment of any key officer, consultant employee or employee officer of the CompanyDesign Business, and to the Company does not know knowledge of the impending Sellers, no such termination or resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its businessis threatened; (viig) there has been no labor dispute involving the Company change in accounting methods or its employees and none is pending or, to the best practices of the Company’s knowledgeDesign Business, threatenedor revaluation of any of the Purchased Assets; (viiih) there has not been no amendment or termination of any changematerial oral or written contract, agreement or license related to the Design Business, to which any of Sellers is a party or by which any of them is bound, except in the ordinary course of business, in the contingent obligations or except as expressly contemplated hereby; (i) there has been no agreement or commitment to do any of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwiseforegoing; and (ix) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (xj) there has been no other event or condition pertaining to and affecting the Purchased Assets or the ability of any character that might materially and adversely affect Sellers to consummate the business, properties, prospects, or financial condition of transactions contemplated hereby. Sellers' liabilities described on Schedule 2.5 are among the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a material right or of a material debt owed to it; (xii) there have been no issuances of any securities of the Company; and (xiii) there has been no agreement or commitment by the Company to do any of the things described in this Section 2.7.Retained Liabilities. ------------