Common use of Absence of Changes Clause in Contracts

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure Schedule, since December 31, 2004: (a) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure Schedule, since December 31, 2004: (a) there has not been any adverse change in, and no event has occurred that might could reasonably be expected to have an a material adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth in Part 3.4 of otherwise disclosed to the Purchaser Disclosure Schedulein writing in Exhibit C to this Agreement, since December 31, 20041996: (a) there There has not been any adverse change inin the business, condition, assets, operations or prospects of the Company and no event has occurred that might have an adverse effect on, on the business, condition, assets, liabilities, operations, financial performance operations or net income prospects of the Purchaser;Company. (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser The Company has not (i) declared, accrued, set aside or paid any dividend or made any other distribution contribution in respect of any shares of capital stock or other securitiesstock, or nor (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities;. (c) The Company has not sold or otherwise issued any shares of capital stock or any other securities. (d) the Purchaser The Company has not amended its articles of incorporation, bylaws or other charter or organizational documents, nor has it effected or been a party to any merger, recapitalization, reclassification of shares, stock split, reverse stock split, reorganization or similar transaction. (e) The Company has not formed any subsidiary or contributed any funds or other assets to any subsidiary. (f) The Company has not purchased or otherwise acquired any asset assets, nor has it leased any assets from any other Personperson, except for supplies acquired by the Purchaser in the Ordinary Course ordinary course of Business;business consistent with past practice. (eg) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser The Company has not made any capital expenditure;expenditure outside the ordinary course of business or inconsistent with past practice, or in an amount exceeding three thousand dollars ($3,000), and the total amount of the capital expenditures made by the Company has not exceeded ten thousand dollars ($10,000). (gh) the Purchaser The Company has not sold or otherwise transferred, or leased or licensed, transferred any asset assets to any other Person;person, except in the ordinary course of business consistent with past practice and at a price equal to the fair market value of the assets transferred. (hi) There has not been any loss, damage or destruction to any of the Purchaser properties or assets of the Company (whether or not covered by insurance). (j) The Company has not written off as uncollectibleuncollectible any indebtedness or accounts receivable, except for write-offs that were made in the ordinary course of business consistent with past practice and that involved less than one hundred dollars ($100) singly and less than one thousand dollars ($1,000) in the aggregate. (k) The Company has not leased any assets to any other person except in the ordinary course of business consistent with past practice and at a rental rate equal to the fair rental value of the leased assets. (l) The Company has not mortgaged, pledged, hypothecated or established otherwise encumbered any extraordinary reserve assets, except in the ordinary course of business consistent with respect topast practice. (m) The Company has not entered into any contract or incurred any debt, any account receivable liability or other indebtedness; obligation (whether absolute, accrued, contingent or otherwise), except for (i) contracts that were entered into in the Purchaser ordinary course of business consistent with past practice and that have terms of less than six months and do not contemplate payments by or to the Company which will exceed, over the term of the contract, three thousand dollars ($3,000) in the aggregate, and (ii) current liabilities incurred in the ordinary course of business consistent with the past practice. (n) The Company has not made any loan or advance to any other Person;person, except for advances that have been made to customers in the ordinary course of business consistent with past practice and that have been properly reflected as "accounts receivables." (jo) no Contract The Company has not paid any bonus to, or increased the amount of the salary, fringe benefits or other compensation or remuneration payable to, any of the directors, officers or employees of the Company, except as disclosed in Exhibit E. (p) No contract or other instrument to which the Company is or was a party or by which the Purchaser Company or any of the Company's assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, bound has been amended or terminated;, except in the ordinary course of business consistent with past practice. (kq) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser The Company has not discharged any Encumbrance lien or discharged or paid any indebtedness indebtedness, liability or other Liabilityobligation, except for Encumbrances current liabilities that (i) are reflected in the December 31, 1996 Balance Sheet or have been incurred since December 31, 1996 in the ordinary course of business consistent with past practice, and (ii) have been discharged or Liabilities paid in the Ordinary Course ordinary course of Business;business consistent with past practice. (mr) the Purchaser The Company has not forgiven any debt or otherwise released or waived any right or claim other than claim, except in the Ordinary Course ordinary course of Business;business consistent with past practice. (ns) the Purchaser The Company has not changed any of its methods of accounting or its accounting practices in any respect;. (ot) the Purchaser The Company has not entered into any transaction or taken any other action outside the Ordinary Course ordinary course of Business;business or inconsistent with past practice. (pu) the Purchaser The Company has not agreed, agreed or committed (orally or offered (in writing or otherwisewriting) to take do any of the actions referred to things described in clauses "(c)" b) through "(o)" above; and (qt) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessthis Section 3.6.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as set forth disclosed in Part 3.4 Section 2.08 of the Purchaser Disclosure Schedule, since December 31, 2004: (a) 1998, there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser has not (i) declaredany Material Adverse Effect on the Company, accruedGalaxy Mall, set or IMI, (ii) any declaration, setting aside or paid payment of any dividend on, or made any other distribution (whether in cash, stock or property) in respect of any shares of the Company's, Galaxy Mall's or IMI's capital stock stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or (ii) repurchasedany options, redeemed warrants, calls or otherwise reacquired rights to acquire any such shares of capital stock or other securities; securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (diii) any split, combination or reclassification of any of the Purchaser has not purchased Company's, Galaxy Mall or otherwise acquired IMI's capital stock, (iv) any asset from granting by the Company, Galaxy Mall or IMI of any other Personincrease in compensation or fringe benefits, except for supplies acquired normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Purchaser Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the Ordinary Course ordinary course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferredbusiness consistent with past practice, or leased any granting by the Company, Galaxy Mall or licensedIMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any asset to currently effective employment, severance, termination or indemnification agreement or any other Person; agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (hv) entry by the Purchaser has not written off as uncollectibleCompany, Galaxy Mall or established IMI into any extraordinary reserve with respect to, any account receivable licensing or other indebtedness; (i) agreement with regard to the Purchaser has not made acquisition or disposition of any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, material Intellectual Property other than Liabilities incurred by the Purchaser in bona fide transactions licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the Ordinary Course ordinary course of Business; business consistent with past practice, (lvi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the Purchaser has not discharged SEC, (vii) any Encumbrance material change by the Company, Galaxy Mall, or discharged IMI in its accounting methods, principles or paid any indebtedness or other Liabilitypractices, except for Encumbrances discharged as required by concurrent changes in GAAP, or Liabilities paid in (viii) any material revaluation by any of the Ordinary Course Company, Galaxy Mall, or IMI of Business; (m) any of its assets, including, without limitation, writing down the Purchaser has not forgiven any debt value of capitalized inventory or otherwise released writing off notes or waived any right or claim accounts receivable other than in the Ordinary Course ordinary course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessbusiness.

Absence of Changes. Except as set forth in Part 3.4 of (a) Since the Purchaser Disclosure Schedule, since December 31, 2004Company Balance Sheet Date: (ai) the Company and its Subsidiaries have operated their business in the ordinary course consistent with past practices; (ii) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the PurchaserCompany Material Adverse Effect; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (ciii) the Purchaser has not Company and its Subsidiaries have not: (i) declared, accrued, set aside or paid any dividend or made any other actual, constructive or deemed distribution in respect of any shares of capital stock or stock, other securities, than distributions of Company Common Stock issued upon the exercise of Company Options; or (ii) repurchasedacquired, redeemed or otherwise reacquired any shares of its capital stock or other securities; (div) the Purchaser has Company and its Subsidiaries have not purchased authorized the sale, issuance or otherwise acquired grant of any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of BusinessCompany Securities; (ev) there has been no declaration, payment or commitment or obligation of any kind for the Purchaser has not leased payment by the Company or licensed any asset from of its Subsidiaries of a severance payment, change in control payment, or termination payment to any other Person; (fvi) the Purchaser has Company and its Subsidiaries have not made increased the amount of the wages, salary, commissions, fringe benefits or other compensation (including equity-based compensation, whether payable in stock, cash or other property) or remuneration payable to, any capital expenditureCompany Employees, other than routine salary increases to non-officer Company Employees in the ordinary course of business and in connection with the Company’s customary employee review process; (gvii) the Purchaser has Company and its Subsidiaries have not sold entered into or otherwise transferred, modified any collective bargaining agreements or leased or licensed, any asset to any other Personlabor agreements; (hviii) the Purchaser has Company and its Subsidiaries have not written off as uncollectiblesuffered any labor dispute, any activity or established proceeding by a labor union or representative thereof to organize any extraordinary reserve Company Employees or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to, to any account receivable or other indebtednessCompany Employees; (iix) except as contemplated by Section 1.4 of this Agreement, the Purchaser has Company and its Subsidiaries have not made granted any loan or advance Company Options other than routine grants to any other Personnon-officer employees in the ordinary course of business in terms of timing, amounts and recipients; (jx) there has been no Contract by which amendment to the Purchaser articles of incorporation or bylaws of the Company or the organizational documents of any of its Subsidiaries; (xi) the Company and its Subsidiaries have not proposed or adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminatedits Subsidiaries; (kxii) neither the Purchaser Company nor any of its Subsidiaries has not incurred, assumed or otherwise become subject lent money to any Liability, Person (other than Liabilities incurred by the Purchaser in bona fide transactions entered into advances to non-officer employees in the Ordinary Course ordinary course of Businessbusiness); (lxiii) neither the Purchaser Company nor any of its Subsidiaries has not discharged entered into or modified any Encumbrance or discharged or paid any indebtedness lease, license, sublease or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Businessoccupancy agreement related to any real property; (mxiv) neither the Purchaser Company nor any of its Subsidiaries has not forgiven made any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Businessmaterial Tax election; (nxv) neither the Purchaser has not changed Company nor any of its methods of accounting Subsidiaries has commenced, or accounting practices in settled, any respectmaterial Legal Proceeding; (oxvi) neither the Purchaser Company nor any of its Subsidiaries has not entered into any transaction or taken any other action outside that, if taken after the Ordinary Course date of Business;this Agreement without Parent’s consent, would constitute a breach of any of the covenants set forth in Section 5.2; and (pxvii) except as contemplated by this Agreement, neither the Purchaser Company nor any of its Subsidiaries has not agreed, agreed or committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" iii) through "(o)" xvi) above. (b) Since December 31, 2011: (i) the Company and its Subsidiaries have not increased the contributions to any defined pension benefit plans or unfunded defined benefit post retirement death benefit plans; (ii) neither the Company nor any of its Subsidiaries has materially changed any of its methods of accounting or accounting practices, except as required by concurrent changes in GAAP or SEC rules and regulations; and (qiii) except as contemplated by this Agreement, neither the Purchaser Company nor any of its Subsidiaries has paid agreed or committed to take any of the actions referred to in clauses (i) and discharged its obligations and liabilities in the Ordinary Course of Business(ii) above.

Absence of Changes. Except Since January 1, 2006, except as set forth disclosed in Part 3.4 Seller’s SEC filings filed since such date, Seller and its Subsidiaries have conducted the Acquired Business only in the ordinary course of the Purchaser Disclosure Schedulebusiness consistent with past practice, since December 31, 2004and there has not been: (a) there any event, occurrence, development or state of circumstances or facts that has not been any adverse change in, and no event has occurred that might have an had a material adverse effect onon the Acquired Assets, taken as a whole, or the condition (financial or otherwise), business or operations of the Acquired Business, exclusive of the effects that the pendency or announcement of the transactions contemplated by this Agreement, the businesscompliance by Seller or its Subsidiaries with the terms of this Agreement or the Other Transaction Documents, conditionwar, assetsmilitary action, liabilities, operations, financial performance acts of terrorism or net income of civil unrest and economic conditions affecting the PurchaserU.S. or global economy or semiconductor industry generally may have; (b) there has not been any loss, damage cancellation or destruction toother termination, or any interruption notice in the use ofwriting or other written communication of any intent to cancel or terminate, a material business relationship with Seller by or from any of the material assets of the Purchaser (whether distributor, customer, supplier or not covered by insurancevendor listed on Schedule 3.15(a) or 3.15(b); (c) the Purchaser has not (i) declared, accrued, set aside any entry by Seller or paid any dividend or made any other distribution in respect of any shares of capital stock or other securitiesits Subsidiaries into, or (ii) repurchasedmaterial modification, redeemed amendment or otherwise reacquired cancellation of, any shares Contract relating primarily to the Acquired Assets or the Acquired Business, which is not terminable by Seller or any of capital stock its Subsidiaries without penalty upon no more than 30 days’ prior notice and provides for payments by or other securitiesto Seller in an amount in excess of $100,000 over the term of such Contract; (d) any material revaluation by Seller or any of its Subsidiaries of any of the Purchaser has not purchased or otherwise acquired Acquired Assets, taken as a whole, including, without limitation, any asset from write off of any Accounts Receivable other Person, except for supplies acquired by the Purchaser than in the Ordinary Course ordinary course of Businessbusiness; (e) any incurrence by Seller or any of its Subsidiaries of any material Encumbrances (other than Permitted Encumbrances) in connection with the Purchaser has not leased Acquired Business or licensed any asset from any the Acquired Assets, other Personthan in the ordinary course of business; (f) any sale, transfer, loss or other disposition of any assets of Seller or any of its Subsidiaries that, if still owned by Seller or any of its Subsidiaries, would constitute Acquired Assets, except in the Purchaser has not made any capital expenditureordinary course of business consistent with past practice; (g) any disposing of or permitting to lapse of any rights to the Purchaser has not sold or otherwise transferreduse of any Intellectual Property Assets, or leased disposing of or licensed, any asset disclosing (except in the ordinary course of its business) to any Person (other Person;than representatives of Purchaser) any trade secret or other Intellectual Property Assets that is not a matter of public knowledge; or (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract entry by which the Purchaser Seller or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered Subsidiaries into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) Contract to take any of the actions referred to action described in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessthis Section 3.19.

Absence of Changes. Except as set forth in Part 3.4 2.5 of the Purchaser Company Disclosure Schedule, since between December 31, 20042004 and the date of this Agreement: (a) there has not been any adverse change inCompany Material Adverse Effect, and no event has occurred that might or circumstance has arisen that, in combination with any other events or circumstances, would have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaserwould reasonably be expected to have or result in a Company Material Adverse Effect; (b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets of any of the Purchaser Acquired Corporations (whether or not covered by insurance); (c) none of the Purchaser has not Acquired Corporations has: (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, stock; or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of any Acquired Corporation, other than pursuant to the Company's right to repurchase restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee's employment; (d) the Purchaser Company has not purchased amended or otherwise acquired waived any asset from of its rights or obligations under, or permitted the acceleration of vesting under: (i) any provision of any of the Company Option Plans; (ii) any provision of any Contract evidencing any outstanding Company Option; (iii) any restricted stock agreement; (iv) any other Person, except for supplies acquired by Contract evidencing or relating to any equity award (whether payable in cash or stock) or (v) the Purchaser Change in the Ordinary Course of BusinessControl Resolutions; (e) there has been no amendment to the Purchaser certificate of incorporation or bylaws of the Company, and none of the Acquired Corporations has not leased effected or licensed been a party to any asset from any other Personmerger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) the Purchaser has Acquired Corporations have not made any capital expenditureexpenditures that in the aggregate exceed $2,000,000; (g) none of the Purchaser Acquired Corporations has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any material account receivable or other material indebtedness; (h) none of the Acquired Corporations has: (i) lent money to any Person (other than: (A) pursuant to, and in accordance with the terms of, a Company Employee Plan intended to be qualified under Section 401(a) of the Code; and (B) routine travel and business expense advances and sales commission draws made to employees in the ordinary course of business); or (ii) incurred or guaranteed any indebtedness for borrowed money; (i) none of the Purchaser has not made Acquired Corporations has: (i) entered into any loan Company Employee Agreement; (ii) caused or advance permitted any Company Employee Plan to be amended in a manner that would result in a material increase in the benefits to be paid or provided thereunder; or (iii) materially increased the amount of compensation or remuneration payable to any other Personof its directors or officers; (j) no Contract by which the Purchaser or any none of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had Acquired Corporations has waived any rights or interest, has been amended or terminated"standstill" provision; (k) none of the Purchaser Acquired Corporations has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any material respect, except as required by concurrent changes in GAAP or SEC rules and regulations; (ol) none of the Purchaser Acquired Corporations has not made any material Tax election; (m) none of the Acquired Corporations has commenced or settled any material Legal Proceeding; (n) none of the Acquired Corporations has entered into any material transaction or taken any other material action outside the Ordinary Course ordinary course of Business;business or inconsistent with past practices; and (po) none of the Purchaser Acquired Corporations has not agreed, agreed or committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(on)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth in Part 3.4 4(h) of the Purchaser GHX Disclosure Schedule, since December 31June 30, 20042005, GHX and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice, and, without limiting the generality of the foregoing: (ai) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the PurchaserMaterial Adverse Effect; (bii) there GHX has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock Membership Interests or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock Membership Interests or other securitiessecurities of GHX; (diii) except as set forth herein, in the Purchaser LLC Agreement, in the Formation Agreement and in the Other Exchange Agreement, GHX has not purchased sold, issued, granted, pledged or otherwise acquired encumbered or authorized the sale, issuance, grant, pledge or encumbrance of any asset from Membership Interest or other security of GHX, any option, call, warrant or right to acquire any Membership Interests or other Personsecurity of GHX, except or any instrument convertible into or exercisable or exchangeable for supplies acquired by the Purchaser in the Ordinary Course any Membership Interests or other security of Business;GHX. (eiv) the Purchaser neither GHX nor any of its Subsidiaries has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any material account receivable or other material indebtedness; (iv) the Purchaser neither GHX nor any of its Subsidiaries has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or pledge of any of the its material assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had permitted any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise of its material assets to become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of BusinessEncumbrances; (lvi) the Purchaser neither GHX nor any of its Subsidiaries has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any material respect, except as required by concurrent changes in GAAP; (ovii) the Purchaser neither GHX nor any of its Subsidiaries has not (1) made or changed any material Tax election, (2) entered into any transaction settlement or taken compromise of any other action outside the Ordinary Course of Businessmaterial Tax liability or (3) surrendered any right to claim a material Tax refund; (pviii) neither GHX nor any of its Subsidiaries has prepared or filed any material Tax Return materially inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar material Tax Returns in prior periods; (ix) neither GHX nor any of its Subsidiaries has settled or compromised any pending or threatened material suit, action, claim, arbitration, mediation, inquiry, Legal Proceeding or investigation of or against GHX or any Subsidiary of GHX, unless in connection with such settlements or compromises (A) there was no finding or admission of any violation of any Legal Requirement or the rights of any Person and (B) the Purchaser sole relief provided was monetary damages not in excess of $100,000 in the aggregate; (x) other than the Financing, neither GHX nor any of its Subsidiaries has not agreedincurred, guaranteed, assumed or otherwise become responsible for any indebtedness in excess of $100,000 in the aggregate; and (xi) neither GHX nor any of its Subsidiaries has agreed or committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "“(cii)" ” through "“(ox)" ” above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth in Part 3.4 2.5 of the Purchaser Disclosure Schedule, since December 31the Balance Sheet Date and through the date of this Agreement, 2004: (a) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of Material Adverse Effect on the Purchaser; ; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); Purchaser; (c) the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; ; (d) the Purchaser has not purchased amended or otherwise acquired waived any asset from of its rights under, or authorized the acceleration of vesting under any provision of any of the Company's equity incentive plans or any other Person, Contract evidencing or relating to any equity award (whether payable in cash or stock); (e) except for supplies acquired as contemplated by the Purchaser in the Ordinary Course of Business; (e) Restated Certificate, the Purchaser has not leased amended its certificate of incorporation or licensed bylaws or other charter or organizational documents and the Purchaser has not effected any asset from any other Person; merger, consolidation, recapitalization, stock split or similar transaction; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not expenditure in excess of $150,000, purchased or otherwise acquired or sold or otherwise transferred, or leased or licensed, transferred any asset to any other Person; (h) the Purchaser has not written off as uncollectible, Person or established leased or licensed any extraordinary reserve with respect to, any account receivable asset to or other indebtedness; (i) the Purchaser has not made any loan or advance to from any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interestin each such case, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course ordinary course of Business; business or in connection with the disposal of obsolete assets; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (og) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course ordinary course of Business; business that would reasonably be expected to have a Material Adverse Effect on the Purchaser; (ph) the Purchaser has not made any payment (whether of interest, principal or otherwise) with respect to any indebtedness of the Purchaser, excluding however ordinary course vendor and supplier financing as well as non-debt obligations pursuant to customer contracts and strategic partnerships; and (i) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth in Part 3.4 Section 4.8 of the Purchaser Disclosure Schedule, since December 31September 30, 20041996: (a) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the PurchaserSeller Material Adverse Effect; (b) there has not been no issuance by ELPC of any loss, damage or destruction toshares of its capital stock, or any interruption in the use of, repurchase or redemption by it of any shares of the material assets of the Purchaser (whether or not covered by insurance)its capital stock; (c) the Purchaser there has not (i) declared, accrued, set aside been no merger or paid any dividend or made consolidation of ELPC with any other distribution in respect person or any acquisition by any such entity of the stock or business of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesperson; (d) the Purchaser there has not purchased been any sale, lease or otherwise acquired any asset from any other Persondisposition of properties or assets of ELPC, except for supplies acquired by the Purchaser other than those in the Ordinary Course ordinary course of Businessbusiness that have not resulted in a Seller Material Adverse Effect; (e) there has been no borrowing of funds, agreement to borrow funds or guaranty by ELPC, other than loans or guaranties in the Purchaser has not leased ordinary course of business for the benefit of ELPLP, ELPOLP, ETS or licensed any asset from any ENGL, and transactions with Seller or its Affiliates (other Personthan ELPLP, ELPOLP, ETS and ENGL), which transactions with Seller or its Affiliates will be settled at Closing; (f) there has been no creation or imposition of any Encumbrance on the Purchaser has not made any capital expenditureGeneral Partner Interests or the Limited Partner Interests, other than pursuant to the Partnership Agreements; (g) the Purchaser ELPC has not sold made or otherwise transferredentered into any employment, consulting, severance or leased indemnification agreement with any employees, nor has ELPC incurred or licensed, entered into any asset collective bargaining agreement or other obligation to any other Personlabor organization or employee; (h) there is no contract, commitment or agreement to do any of the Purchaser has not written off foregoing, except as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtednessexpressly permitted hereby; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser ELPC and ELPC's Business have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into operated and conducted only in the Ordinary Course ordinary course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessbusiness.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure ScheduleSchedule 3.13, since December 31, 2004: 2007 (aother than respect to the Canadian Sub), and since May 31, 2009 with respect to the Canadian Sub, to FTFC’s Knowledge, (i) Seller and each its Affiliates (x) have conducted the Business only in the Ordinary Course, and (y) the Business has not experienced any event or condition, and to Seller’s Knowledge or FTFC’s Knowledge (in the case of FTFC, only with respect to the Canadian Sub), no event or condition is threatened, that would, individually or in the aggregate, have a Material Adverse Effect, (ii) none of the actions or events prohibited or circumscribed by Section 5.2 has been taken or has occurred, except as permitted by this Agreement, (iii) neither FTFC nor the Seller has transferred, leased or otherwise disposed of any of the assets or properties of the Business or acquired any assets or properties for the Business, other than in each case in the Ordinary Course or as permitted by this Agreement, (iv) there has not been any adverse change inby any of Seller or its Affiliates or FTFC in accounting or Tax reporting principles, methods or policies that would have the effect of increasing the Tax liability for the Companies, the Canadian Sub or CMC LLC for any period ending after the Closing Date or decreasing any Tax attribute existing on the Closing Date, and no event (v) neither Seller nor FTFC has occurred made or rescinded any election relating to Taxes or settled or to Seller’s Knowledge or FTFC’s Knowledge (in the case of FTFC, only with respect to the Canadian Sub) compromised any claim, action, suit, litigation, Legal Proceeding, arbitration, investigation, audit or controversy relating to Taxes that might would have an adverse the effect onof increasing the Tax liability for the Companies, the business, condition, assets, liabilities, operations, financial performance Canadian Sub or net income of CMC LLC for any period ending after the Purchaser; (b) there has not been Closing Date or decreasing any loss, damage or destruction to, or any interruption in Tax attribute existing on the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of BusinessClosing Date.

Absence of Changes. Except as set forth otherwise disclosed to CLMI in Part 3.4 of the Purchaser Disclosure Schedulewriting in Exhibit A to this Agreement, since December 31, 20041998: (a) there There has not been any material adverse change inin the business, condition, assets, operations or prospects of Wood Ranch and no event has occurred that might have an adverse effect on, on the business, condition, assets, liabilities, operations, financial performance operations or net income prospects of the Purchaser;Wood Ranch. (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser Wood Ranch has not (i) declared, accrued, set aside or paid any dividend or made any other distribution contribution in respect of any shares of capital stock or other securitiesstock, or nor (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities;. (c) Wood Ranch has not sold or otherwise issued any shares of capital stock or any other securities. (d) the Purchaser Wood Ranch has not amended its articles of incorporation, bylaws or other charter or organizational documents, nor has it effected or been a party to any merger, recapitalization, reclassification of shares, stock split, reverse stock split, reorganization or similar transaction. (e) Wood Ranch has not formed any subsidiary or contributed any funds or other assets to any subsidiary. (f) Wood Ranch has not purchased or otherwise acquired any asset assets, nor has it leased any assets from any other Personperson, except for supplies acquired by the Purchaser in the Ordinary Course ordinary course of Business;business consistent with past practice. (eg) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser Wood Ranch has not made any capital expenditure;expenditure outside the ordinary course of business or inconsistent with past practice, or in an amount exceeding three thousand dollars ($3,000), and the total amount of the capital expenditures made by Wood Ranch has not exceeded ten thousand dollars ($10,000). (gh) the Purchaser Wood Ranch has not sold or otherwise transferred, or leased or licensed, transferred any asset assets to any other Person;person, except in the ordinary course of business consistent with past practice and at a price equal to the fair market value of the assets transferred. (hi) There has not been any loss, damage or destruction to any of the Purchaser properties or assets of Wood Ranch (whether or not covered by insurance). (j) Wood Ranch has not written off as uncollectibleuncollectible any indebtedness or accounts receivable, except for write-offs that were made in the ordinary course of business consistent with past practice and that involved less than one hundred dollars ($100) singly and less than one thousand dollars ($1,000) in the aggregate. (k) Wood Ranch has not leased any assets to any other person except in the ordinary course of business consistent with past practice and at a rental rate equal to the fair rental value of the leased assets. (l) Wood Ranch has not mortgaged, pledged, hypothecated or established otherwise encumbered any extraordinary reserve assets, except in the ordinary course of business consistent with respect topast practice. (m) Wood Ranch has not entered into any contract or incurred any debt, any account receivable liability or other indebtedness; obligation (whether absolute, accrued, contingent or otherwise), except for (i) contracts that were entered into in the Purchaser ordinary course of business consistent with past practice and that have terms of less than six months and do not contemplate payments by or to Wood Ranch which will exceed, over the term of the contract, three thousand dollars ($3,000) in the aggregate, and (ii) current liabilities incurred in the ordinary course of business consistent with the past practice. (n) Wood Ranch has not made any loan or advance to any other Person;person, except for advances that have been made to customers in the ordinary course of business consistent with past practice and that have been properly reflected as "accounts receivables." (jo) no Contract Wood Ranch has not paid any bonus to, or increased the amount of the salary, fringe benefits or other compensation or remuneration payable to, any of the directors, officers or employees of Wood Ranch. (p) No contract or other instrument to which Wood Ranch is or was a party or by which the Purchaser Wood Ranch or any of the Wood Ranch's assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, bound has been amended or terminated;, except in the ordinary course of business consistent with past practice. (kq) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser Wood Ranch has not discharged any Encumbrance lien or discharged or paid any indebtedness indebtedness, liability or other Liabilityobligation, except for Encumbrances current liabilities that (i) are reflected in the December 31, 1998 Balance Sheet or have been incurred since December 31, 1998 in the ordinary course of business consistent with past practice, and (ii) have been discharged or Liabilities paid in the Ordinary Course ordinary course of Business;business consistent with past practice. (mr) the Purchaser Wood Ranch has not forgiven any debt or otherwise released or waived any right or claim other than claim, except in the Ordinary Course ordinary course of Business;business consistent with past practice. (ns) the Purchaser Wood Ranch has not changed any of its methods of accounting or its accounting practices in any respect;. (ot) the Purchaser Wood Ranch has not entered into any transaction or taken any other action outside the Ordinary Course ordinary course of Business;business or inconsistent with past practice. (pu) the Purchaser Wood Ranch has not agreed, agreed or committed (orally or offered (in writing or otherwisewriting) to take do any of the actions referred to things described in clauses "(c)" b) through "(o)" above; and (qt) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessthis Section 4.7.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure Scheduleon Schedule 7.8, since December 31the Management Company Balance Sheet Date, 2004the Management Business has been operated in the ordinary course and consistent with past practice and there has not been: (a) there has not been any material adverse change inin the condition (financial or otherwise), assets (including, without limitation, levels of working capital and no event has occurred that might have an adverse effect on, the business, condition, assetscomponents thereof), liabilities, operations, financial performance results of operations, earnings, business or net income prospects of the PurchaserManagement Business; (b) there has not been any lossdamage, damage destruction or destruction to, or any interruption in the use of, any of the material assets of the Purchaser loss (whether or not covered by insurance)) in an aggregate amount exceeding $25,000 affecting any asset or property of the Management Business; (c) the Purchaser has not any obligation or liability (i) declaredwhether absolute, accrued, set aside contingent or paid any dividend otherwise and whether due or made any other distribution in respect of any shares of capital stock to become due) created or other securitiesincurred, or (ii) repurchasedany transaction, redeemed contract or otherwise reacquired any shares commitment entered into, by the Management Business other than such items created or incurred in the ordinary course of capital stock or other securitiesthe Management Business and consistent with past practice; (d) any payment, discharge or satisfaction of any claim, lien, encumbrance, liability or obligation by the Purchaser has not purchased Management Business outside the ordinary course of the Management Business (whether absolute, accrued, contingent or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Businessand whether due or to become due); (e) any license, sale, transfer, pledge, mortgage or other disposition of any tangible or intangible asset of the Purchaser has not leased or licensed any asset from any other PersonManagement Business except in the ordinary course of the Management Business and consistent with past practice; (f) any write-off as uncollectible of any accounts receivable in connection with the Purchaser has not made Management Business or any capital expenditureportion thereof in excess of $5,000 in the aggregate exclusive of all normal contractual adjustments from third party payors; (g) the Purchaser has not sold or otherwise transferred, or leased or licensedexcept for all normal contractual adjustments from third party payors, any asset account receivable in connection with the Management Business in an amount greater than $10,000 which (i) has become delinquent in its payment by more than 90 days, (ii) has had asserted against it any claim, refusal to pay or right of set-off, (iii) an account debtor has refused to pay for any reason or with respect to which the Management Business, such account debtor has become insolvent or bankrupt or (iv) has been pledged to any other Personthird party; (h) the Purchaser has not written off as uncollectibleany cancellation of any debts or claims of, or established any extraordinary reserve with respect amendment, termination or waiver of any rights of material value to, any account receivable or other indebtednessthe Management Business; (i) any general uniform increase in the Purchaser has not made compensation of employees of the Management Company or the Management Business (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing, deferred compensation arrangement or other plan or commitment) or any increase in compensation payable to any officer, employee, consultant or agent thereof, or the entering into of any employment contract with any officer or employee, or the making of any loan to, or advance to the engagement in any other Persontransaction with, any officer of the Management Company or the Management Business; (j) no Contract by which any change in the Purchaser accounting methods or practices followed in connection with the Management Business or any of the assets owned change in depreciation or used by the Purchaser are amortization policies or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminatedrates theretofore adopted; (k) any termination of employment of any key employee of the Purchaser has not incurredManagement Company or the Management Business listed on Annex B (each, assumed a "Management Company Key Employee"), or otherwise become subject any expression of intention by any Key Employee of the Management Company or the Management Business to any Liability, other than Liabilities incurred by terminate such employment with the Purchaser in bona fide transactions entered into in Management Company or the Ordinary Course of Management Business; (l) any agreement or commitment relating to the Purchaser has not discharged sale of any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in material fixed assets of the Ordinary Course of Management Business; (m) any other transaction relating to the Purchaser has not forgiven any debt or otherwise released or waived any right or claim Management Business other than in the Ordinary Course ordinary course of Business;the Management Business and consistent with past practice; or (n) the Purchaser has not changed any of its methods of accounting agreement or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreedunderstanding, committed or offered (whether in writing or otherwise) , for the Management Business to take any of the actions referred to specified in clauses "items (c)" a) through "(o)" m) above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as expressly provided for in this Agreement, or as set forth in Part 3.4 of the Purchaser Disclosure ScheduleMemorandum, since December 31, 2004the Reference Date: (a) there There has not been any adverse no material change in, and no event has occurred that might have an adverse effect on, in the business, condition, assets, liabilitiesproperties, Liabilities, affairs, results of operations, condition (financial performance or net income otherwise), cash flows or prospects of Summus or in its respective relationships with suppliers, customers, employees, lessors or others, other than changes in the Purchaserordinary course of business, none of which have had or will have a material adverse effect on the Acquired Business, in the aggregate; (b) there There has not been any lossno material damage, damage destruction or destruction toloss to the assets, properties, or any interruption in the use ofbusiness of Summus, any of the material assets of the Purchaser (whether or not covered by insurance); (c) The business of Summus has been operated in all material respects in the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesordinary course and consistent with its prior practices; (d) the Purchaser has not purchased or otherwise acquired any asset from any other PersonThe books, except for supplies acquired by the Purchaser accounts and records of Summus have been maintained in the Ordinary Course usual, regular and ordinary manner on a basis consistent with prior years and with the basis in which the Financial Statements were prepared, and there has been no amendment to the articles of Businessincorporation or bylaws of Summus; (e) There has been no declaration, setting aside or payment of any dividend or other distribution on or in respect of the Purchaser capital stock of Summus, nor has not leased there been any direct or licensed indirect redemption, retirement, purchase or other acquisition of any asset from any of the capital stock or other Personsecurities of Summus; (f) the Purchaser Summus has not made discontinued or determined to discontinue selling any capital expenditureproducts or services previously sold by Summus, the sales of which have been material to Summus; (g) There has been no Lien that would have a material adverse effect on the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other PersonAcquired Business; (h) There has been no sale, transfer, lease or other disposition of any asset of Summus to any Related Party or, except in the Purchaser has not written off as uncollectibleordinary course of Summus' business, to any other Person, and no debt to, or established any extraordinary reserve with respect tomaterial claim or right of, any account receivable Summus has been canceled, compromised, waived or other indebtednessreleased; (i) There has been no amendment, termination or waiver of, or any notice of any amendment, termination or waiver of, any right of Summus under any Summus contract or under any franchise, certificate, license, permit or authorization from any Government, except that which would not have a material adverse effect on the Purchaser has not made any loan or advance to any other PersonAcquired Business; (j) no Contract by which Summus has not delayed or postponed the Purchaser payment of any accounts payable or any other Liabilities outside the ordinary course of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminatedbusiness; (k) the Purchaser Summus has not incurredpaid or committed to pay any bonus, assumed profit-share or otherwise become subject to any Liabilityother extraordinary compensation payment or other arrangement (except in the ordinary course of business and consistent with past practices), other than Liabilities incurred by the Purchaser in bona fide transactions nor has Summus entered into in any agreement, contract or commitment with any Stockholder or any Related Party or amended the Ordinary Course terms of Business;any existing agreement, contract or commitment with any Stockholder or any Related Party; and (l) There has been no change in the Purchaser has not discharged any Encumbrance authorized, issued or discharged or paid any indebtedness outstanding capital stock or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course securities of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of BusinessSummus.

Absence of Changes. Except as set forth in on Part 3.4 2.5 of the Purchaser Company Disclosure Schedule, since between December 31, 20042017 and the date of this Agreement: (a) there has not been any adverse change inCompany Material Adverse Effect, and no event has occurred or circumstance has arisen that might have an adverse effect onwould, the businessin combination with any other events or circumstances, conditionreasonably be expected to have, assets, liabilities, operations, financial performance or net income of the Purchasera Company Material Adverse Effect; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any none of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser has not Company Entities has: (i) declared, accrued, set aside or paid any dividend or made any other distribution (whether in cash, stock or otherwise) in respect of any shares of capital stock (other than dividends or other securities, distributions by a direct or indirect Subsidiary of the Company to the Company or any direct or indirect wholly-owned Subsidiary of the Company); or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (c) the Company has not amended or waived, in any material respect, any of its rights under, or acted to accelerate the vesting under, any provision of any Company RSU (whether under the Company RSU agreement or the Company Employee Plan under which the Company RSU was granted); (d) none of the Purchaser Company Entities has not purchased effected or otherwise acquired been a party to any asset from any other Personmerger, except for supplies acquired by the Purchaser in the Ordinary Course consolidation, share exchange, business combination, recapitalization, reclassification of Businessshares, stock split, reverse stock split or similar transaction; (e) none of the Purchaser Company Entities has not leased made, or licensed made any asset from commitment to make, any capital expenditures, deferred dry dock costs or investments which, when added to all other Personcapital expenditures, deferred dry dock costs or investments made on behalf of the Company Entities since December 31, 2017, exceeds $5,000,000 in the aggregate; (f) none of the Purchaser has not Company Entities has: (i) lent any money to any Person (other than extensions of credit to trade creditors, intercompany indebtedness, short-term advances made to non-Executive Officer employees which have subsequently been repaid and routine travel and business expense advances made to employees, in each case, in the ordinary course of business); or (ii) incurred or guaranteed any capital expenditureindebtedness for borrowed money; (g) none of the Purchaser has not sold Company Entities has: (i) adopted, established or otherwise transferredentered into any Company Employee Plan or Company Employee Agreement with any Executive Officer of the Company (other than grants of Company RSUs in the ordinary course of business consistent with past practice); (ii) caused or permitted any material Company Employee Plan to be amended in any material respect or terminated; (iii) other than in the ordinary course of business and consistent with past practice, paid any material bonus or leased made any material profit sharing or licensedsimilar payment to any of its current or former directors, officers or other employees; (iv) materially increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to any of its current or former directors, officers or other employees; or (v) granted any rights to receive severance, termination, retention or tax gross up compensation or benefits to, any asset to any of its current or former directors, officers or other Personemployees; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in accordance with GAAP, none of the Ordinary Course of Business; (n) the Purchaser Company Entities has not changed any of its methods of accounting or accounting practices or internal controls (including internal controls over financial reporting) in any material respect; (oi) none of the Purchaser Company Entities has not made, changed or rescinded any material Tax election, changed any annual Tax accounting period or adopted or changed any method of Tax accounting, in each case, relating to a material amount of Tax, settled or compromised any claim relating to a material amount of Taxes, filed any material amended Tax Return, surrendered any claim for a refund of a material amount of Taxes or filed any material Tax Return other than one prepared in accordance with past practice; (1) none of the Company Entities has commenced or settled any Legal Proceeding, in each case, that has resulted in (A) a material obligation involving payment by any of the Company Entities in an amount in excess of $500,000, individually or in the aggregate, or (B) injunctive relief, and (2) there has been no judgment in favor of a plaintiff in excess of $500,000, individually or in the aggregate with all other judgements in any Legal Proceeding in which a Company Entity is a defendant; (k) none of the Company Entities has entered into any material transaction or taken any other material action outside the Ordinary Course ordinary course of Business;business or inconsistent with past practices; and (pl) none of the Purchaser Company Entities has not agreed, agreed or committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "“(cb)" ” through "“(ok)" ” above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except Since the Balance Sheet Date and through the date hereof, (i) Seller and the Purchased Subsidiary has conducted the Business in the ordinary course of business; (ii) to the Knowledge of Seller, no event or circumstance has occurred that would reasonably be expected to have a Material Adverse Effect on the Business; and (iii) Seller has not taken any action, agreed to take any action, or omitted to take any action that would constitute a breach of Section 6.1 or 6.2 if such action or omission were taken between the date of this Agreement and the Closing Date; and (iv) except as set forth in Part 3.4 of the Purchaser Disclosure ScheduleSchedule 4.9, since December 31, 2004there has not been any: (a) there has not been any adverse change intransaction by Seller (with respect to the Business) or the Purchased Subsidiary, except in the ordinary course of business and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaserconsistent with past practices; (b) there has not been amendments or changes to any loss, damage Subsidiary Organizational Document; (c) capital expenditure or destruction to, capital commitment by Seller (with respect to the Business) or the Purchased Subsidiary in any interruption amount in excess of $25,000 in any individual case or $75,000 in the use aggregate; (d) destruction of, material damage to or material loss of any material assets, business or customer of Seller (with respect to the material assets of Business) or the Purchaser Purchased Subsidiary (whether or not covered by insurance); (ce) material work stoppage, labor strike or other labor trouble, or any action, suit, claim, labor dispute or grievance relating to any material labor, employment and/or safety matter involving Seller (with respect to the Purchaser has Business) or the Purchased Subsidiary, including charges of wrongful discharge, discrimination, wage and hour violations, or other unlawful labor and/or employment practices or actions; (f) material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Seller with respect to the Business or the Purchased Subsidiary; (g) material revaluation by Seller or any its Subsidiaries of any of the Purchased Assets, including the writing down of the value of inventory or writing off of notes or accounts receivable; (h) Employee terminations or layoffs by Seller or a Subsidiary thereof (with respect to the Business or the Purchased Subsidiary); it being understood that termination of employees for poor performance or for cause shall not constitute a violation of this clause (h); (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect (i) grant of any shares severance or termination pay to any Transferred Employee, except payments made pursuant to written agreements outstanding on the date hereof and as disclosed in the Seller Disclosure Schedule, (ii) entering into any employment contract, extension of capital stock any employment offer, payment or agreement to pay any bonus or special remuneration to any director or Transferred Employee or (iii) increase in the salaries, wage, rates or other securitiescompensation of Transferred Employees, other than payments made pursuant to standard written agreements outstanding on the date hereof and disclosed in Schedule 4.9 or increases in compensation due to employee promotions in the ordinary course of business consistent with past practices; (j) entering into of any Material Contract (including any strategic alliance, joint development or joint marketing agreement or any loan agreement or instrument), any termination, expiration, extension, amendment or modification of the terms of any Material Contract or any waiver, release or assignment of any material rights or claims thereunder, except in the ordinary course of business and consistent with past practices; (k) sale, lease, license or other disposition of any of the material assets or properties of Seller primarily related to the Business or of the Purchased Subsidiary, or creation of any Encumbrance on such assets or properties, except Permitted Encumbrances; (l) loan by the Purchased Subsidiary to any Person, incurrence by the Purchased Subsidiary of any indebtedness for borrowed money, guarantee by the Purchased Subsidiary of any indebtedness, issuance or sale of any debt securities of the Purchased Subsidiary or purchase of or guaranteeing of any debt securities of others, except for advances to Employees for travel and business expenses in the ordinary course of business and consistent with past practices; (m) waiver or release of any material right or claim of Seller primarily related to the Business or of the Purchased Subsidiary, except in the ordinary course of business and consistent with past practices; (n) to Seller’s Knowledge, commencement, or written notice or threat of commencement, of any lawsuit or proceeding against, or investigation of Seller, related to the Business or the Purchased Subsidiary or commencement or settlement of any litigation by Seller related to the Business or the Purchased Subsidiary; (o) (i) transfer or sale by Seller or the Purchased Subsidiary of any rights to any material Seller Intellectual Property or any Seller Registered Intellectual Property or the entering into of any license agreement (other than non-exclusive end-user license agreements entered into by Seller in the ordinary course of business consistent with past practices that do not include any rights with respect to source code), distribution agreement, reseller agreement, security agreement, assignment or other conveyance or option for any of the foregoing, or (ii) repurchased, redeemed material change in pricing or otherwise reacquired any shares of capital stock royalties set or other securities; (d) charged by Seller or the Purchaser has not purchased Purchased Subsidiary to their customers or otherwise acquired any asset from any other Person, except for supplies acquired by licensees or to the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of BusinessPurchased Subsidiary; (p) agreement, or modification to any agreement, pursuant to which any Person was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to Seller Products, except in the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any ordinary course of the actions referred to in clauses "(c)" through "(o)" above; andbusiness; (q) issuance, grant, delivery or sale (or authorization of the Purchaser has paid and discharged its obligations and liabilities same) by the Purchased Subsidiary of any Subsidiary Securities; or (r) to Seller’s Knowledge, agreement by Seller or the Purchased Subsidiary, or any officer or Employees thereof, to do any of the things described in the Ordinary Course of Businesspreceding clauses (a) through (q) (other than negotiations with Purchaser and its representatives regarding the Transaction).

Absence of Changes. Except as set forth disclosed in Part 3.4 of the Purchaser Disclosure ScheduleSEC Reports, since ------------------ December 31, 20041999: (a) there the Company has not been entered into any adverse change in, and no event has occurred that might have an adverse effect on, transaction which was not in the ordinary course of business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser; ; (b) there has not been any loss, no damage or destruction to, destruction of or any interruption in the use of, any loss of the material assets of the Purchaser physical property (whether or not covered by insurance); ) materially and adversely affecting the business or operations of the Company; (c) the Purchaser Company has not (i) declared, accrued, set aside declared or paid any dividend or made any other distribution in respect of any shares of capital stock or other securitieson its stock, or (ii) repurchasedredeemed, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from of its stock; (d) there has not been any other Personmaterial change in any compensation arrangement or agreement with any employee, except for supplies acquired by the Purchaser in the Ordinary Course of Business; officer, director or stockholder; (e) there has been no resignation or termination of employment of any key officer, consultant or employee of the Purchaser has Company, and the Company does not leased know of the impending resignation or licensed termination of employment of any asset from any other Person; such officer, consultant or employee that if consummated would have a materially adverse effect on its business; (f) there has been no labor organization activity or labor dispute involving the Purchaser has not made any capital expenditure; Company or its employees and no labor dispute is pending or, to the best of the Company's knowledge, threatened; (g) the Purchaser there has not sold 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 transferred, or leased or licensed, any asset to any other Person; otherwise; (h) there have not been any loans made by the Purchaser has not written off as uncollectibleCompany to any of its employees, officers or established any extraordinary reserve with respect to, any account receivable or directors other indebtedness; than travel advances and office advances made in the ordinary course of business; (i) the Purchaser there has not made been any loan waiver by the Company of a valuable right or advance of a material debt owed to any other Person; it; and (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser there has not been any debt, obligation or liability incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred guaranteed by the Purchaser in bona fide transactions entered into Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Business; business; (k) there has not been any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (l) the Purchaser Company has not discharged received notice that there has been a loss of, or material order cancellation by, any Encumbrance major customer or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in supplier of the Ordinary Course of Business; Company; (m) there has been no mortgage, pledge, transfer of a security interest in, or lien, created by the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; Company, (n) there has been no sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (o) there has been no change in any material agreement to which the Purchaser has not changed 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 methods material properties or assets, except liens for taxes not yet due or payable; there has been no other event or condition of accounting any character pertaining to and materially and adversely affecting the assets or accounting practices in any respect; business of the Company; and (oq) the Purchaser Company has not entered into any transaction arrangement or taken commitment to do any other action outside of the Ordinary Course of Business; acts described in subsection (a) through (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure ScheduleSince June 30, since December 31, 20042000: (a) there neither the Company nor any of its Subsidiaries has entered into any transaction which was not been any adverse change in, and no event has occurred that might have an adverse effect on, in the ordinary course of business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser;: (b) there has not been any loss, no damage or destruction to, destruction of or any interruption in the use of, any loss of the material assets of the Purchaser physical property (whether or not covered by insurance)) materially adversely affecting the financial condition, properties, business, prospects or results of operations of the Company and its Subsidiaries, individually or in the aggregate; (c) neither the Purchaser Company nor its Subsidiaries has not (i) declared, accrued, set aside declared or paid any dividend or made any other distribution in respect of any shares of capital stock or other securitieson its stock, or (ii) repurchasedissued, redeemed offered, redeemed, purchased or otherwise reacquired acquired any shares of its capital stock or other securitiesstock; (d) neither the Purchaser Company nor its Subsidiaries has not purchased materially changed any compensation arrangement or otherwise acquired agreement with any asset from any other Personof its key employees or executive officers, except for supplies acquired by or materially changed the Purchaser in the Ordinary Course rate of Businesspay of its employees as a group; (e) each of the Purchaser Company and its Subsidiaries has not leased changed or licensed amended any asset from any other PersonContract, except as contemplated by this Agreement; (f) there has been no resignation or termination of employment of any key officer or employee of the Purchaser has Company or its Subsidiaries, and each of the Company and its Subsidiaries does not made know of any capital expenditure;impending resignation or termination of employment of any such officer or employee that, if consummated, would have a material adverse effect on the financial condition, properties, business, prospects or results of operations of the Company and its Subsidiaries, individually or in the aggregate, (g) there has been no change, except in the Purchaser has not sold ordinary course of business, in the material contingent obligations of the Company or otherwise transferredits Subsidiaries (or in any contingent obligation of the Company or its Subsidiaries regarding any director, shareholder or leased key employee or licensedofficer of the Company or its Subsidiaries) by way of guaranty, any asset to any other Personendorsement, indemnity, warranty or otherwise; (h) there have been no loans made by the Purchaser has not written off as uncollectibleCompany or its Subsidi aries to any of its employees, officers or established any extraordinary reserve with respect to, any account receivable or directors other indebtednessthan travel advances and other advances made in the ordinary course of business; (i) there has been no waiver by the Purchaser has not made any loan Company or advance the Subsidiaries of a valuable right or of a material debt owing to any other Person;it; and (j) no Contract by which the Purchaser there has not been any satisfaction or discharge of any lien, claims or encumbrance or any payment of any obligation by the Company or its Subsidiaries, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the assets owned Company and its Subsidiaries, individually or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessaggregate.

Absence of Changes. Except as set forth in Part 3.4 Since the date of the Purchaser Seller Interim Balance Sheet and except as disclosed in Section 2.9 of the Seller Disclosure Schedule, since December 31there has not been, 2004occurred or arisen (provided, that after the date hereof, nothing listed below shall be deemed to prohibit Seller from conducting its business otherwise as permitted pursuant to Section 4.1 hereof and any actions taken by Seller pursuant to Section 4.1 after the date hereof shall not be a breach of this Section 2.9) any: (a) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the businessevent, condition, assetschange or state of facts of any character that, liabilitiesindividually or in the aggregate, operations, financial performance has had or net income of the Purchasercould reasonably be expected to have a Material Adverse Effect; (b) there has not been transaction by Seller except in the ordinary course of business and consistent with past practices; (c) amendments or changes to the Certificate of Incorporation, Bylaws or other organizational documents of Seller; (d) capital expenditure or commitment by Seller, in an amount in excess of $25,000 in any lossone case or in the aggregate; (e) destruction of, damage to or destruction toloss of any material assets, business or any interruption in the use of, any customer of the material assets of the Purchaser Seller (whether or not covered by insurance); (cf) the Purchaser has not (i) declaredEmployee organizing, accruedgrievance or claim of discrimination, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock wrongful discharge or other securities, unlawful employment or (ii) repurchased, redeemed labor practice or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditureaction against Seller; (g) the Purchaser has not sold change in accounting methods or otherwise transferred, practices (including any change in depreciation or leased amortization policies or licensed, any asset to any other Personrates) by Seller; (h) the Purchaser has not written off as uncollectible, or established revaluation by Seller of any extraordinary reserve with respect to, any account receivable or other indebtednessof its assets; (i) the Purchaser has not made declaration, setting aside or payment of a dividend or other distribution with respect to Seller's capital stock or any loan capital stock of any subsidiary of Seller, or advance to any direct or indirect redemption, purchase or other Personacquisition by Seller of its capital stock; (j) no Contract increase (whether in cash, stock or property) in the salary or other compensation payable or to become payable by which the Purchaser or Seller to any of the assets owned its officers, directors, Employees or used by the Purchaser are or were boundadvisors, or under which the Purchaser have declaration, payment or had commitment or obligation of any rights kind for the payment, by Seller, of a bonus or interest, has been amended other additional salary or terminatedcompensation to any such person; (k) any Contract, covenant or instrument by which Seller or any assets of Seller is bound or any termination, extension, amendment or modification to the Purchaser has terms of any Contract, covenant or instrument by which Seller or any assets of Seller is bound which (A) obligates Seller to perform any obligation other than an exclusive payment obligation, (B) obligates Seller to make payments in excess of $25,000 individually or in the aggregate, or (C) is not incurred, assumed or otherwise become subject to any Liabilityterminable upon 30 days notice without cost, other than Liabilities incurred by the Purchaser Contracts disclosed in bona fide transactions entered into in Section 2.14(a) of the Ordinary Course of BusinessSeller Disclosure Schedule; (l) any inbound license agreement with respect to the Purchaser has not discharged Intellectual Property Rights of any Encumbrance third party or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in outbound license agreement with respect to the Ordinary Course Intellectual Property Rights of BusinessSeller with any third party; (m) the Purchaser has not forgiven any debt or otherwise released or waived Contract with any right or claim person, other than in Buyer, providing for the Ordinary Course possible acquisition, transfer of Businessdisposition (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) of any capital stock or assets of another entity; (n) the Purchaser has not changed sale, lease or other disposition of any of its methods the assets or properties (other than inventory and finished Products in the ordinary course of accounting business consistent with past practice) of Seller, or accounting practices any creation of any Lien in any respectsuch assets or properties; (o) the Purchaser has not entered into loan by Seller to any transaction person or taken entity, incurring by Seller of any other action outside the Ordinary Course Indebtedness, guaranteeing by Seller of Businessany Indebtedness, issuance or sale of any debt securities of Seller or guaranteeing of any debt securities of others; (p) the Purchaser has not agreedwaiver or release of any right or claim of Seller, committed including any write-off or offered (in writing or otherwise) to take other compromise of any account receivable of the actions referred to in clauses "(c)" through "(o)" above; andSeller; (q) the Purchaser has paid and discharged commencement or notice or threat of commencement of, any lawsuit or, to Seller's knowledge, proceeding or investigation against Seller, any officer or director of Seller (by reason of such person's status as an officer or director of Seller) or their affairs; (r) notice of (i) any claim or potential claim of ownership by any person of the Intellectual Property Rights of Seller or (ii) infringement by Seller of any other person's Intellectual Property Rights; (s) issuance or sale of, or Contract to issue or sell, by Seller, any shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or any securities, warrants, options or rights to purchase any of the foregoing; (t) change in pricing or royalties set or charged by Seller to its obligations and liabilities customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to Seller; (u) hiring or firing of Seller's Employees or consultants; or (v) negotiation or agreement by Seller or any officer or Employee or consultant thereof to do any of the things described in the Ordinary Course of Businesspreceding clauses (a) through (u) (other than negotiations with Buyer and its representatives regarding the Acquisition).

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure Schedulecontemplated by this Assets Purchase Agreement, since December 311, 20041997, SBCL's provision of Lab EDI Services has been carried on only in the ordinary course of SBCL's business, and there has not been any transaction or occurrence in which SBCL has: (a) there has not been suffered or experienced any adverse change in, and no event has occurred that might have an adverse effect on, or condition materially increasing the business, condition, assets, liabilities, operations, financial performance or net income expenses incurred by SBCL in the provision of the Purchaser;Lab EDI Services; [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) there has not been any loss, damage increased the rate of compensation payable or destruction to, or any interruption in the use of, to become payable by it to any of the material assets of the Purchaser (whether Transferred Employees or not covered by insurance)agreed to do so, except general hourly rate increases, normal merit increases and increases due to promotions; (c) failed to provide notice to ActaMed that it hired or committed to hire any Person who will perform services directly relating to SBCL's provision of Lab EDI Services, or terminated or received the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect resignation of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesTransferred Employee; (d) the Purchaser has through negotiation or otherwise, made any commitment or incurred any Liability, whether or not purchased or otherwise acquired enforceable, to any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Businesslabor organization affecting Transferred Employees; (e) the Purchaser has not leased directly or licensed indirectly paid or entered into a Contract to pay any asset from severance or termination pay to any other PersonTransferred Employee; (f) experienced problems with the Purchaser has not made any capital expenditure; SCAN Network or [*] (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into defined in the Ordinary Course Services Agreement) (such as network operations, quality assurance or software development problems) which have materially and adversely affected SBCL's provision of Business; (l) the Purchaser has Lab EDI Services to SBCL Sites in Regions not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) yet transferred to take any of the actions referred ActaMed pursuant to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessthis Assets Purchase Agreement.

Absence of Changes. Except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto and any COVID-19 Measures and except as set forth disclosed in Part 3.4 Section 3.6 of the Purchaser DouYu Disclosure Schedule, since December 31June 30, 20042020 (the “Review Date”), DouYu and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice and there has not been: (a) there any circumstance, event, occurrence or development which has not been any adverse change inhad, and no event has occurred that might have an adverse effect onor would reasonably be expected to have, individually or in the businessaggregate, condition, assets, liabilities, operations, financial performance or net income of the Purchasera DouYu Material Adverse Effect; (bi) there has not been any lossdeclaration, damage setting aside or destruction to, payment of any dividend or other distribution with respect to any share capital of DouYu or any interruption in the use ofof its Subsidiaries (except for dividends or other distributions by any Subsidiary to DouYu or to any wholly-owned Subsidiary of DouYu) or (ii) any redemption, repurchase or other acquisition of any share capital of DouYu or any of its Subsidiaries, other than the material assets payment of the Purchaser (whether or not covered by insuranceDouYu Closing Dividend pursuant to Section 7.16(b); (c) the Purchaser has not (i) declared, accrued, set aside any material change in any method of accounting or paid accounting practice by DouYu or any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesits Subsidiaries; (d) any making or revocation of any material Tax election, any settlement or compromise of any material Tax liability, or any change (or request to any Taxing Authority to change) any material aspect of the Purchaser has not purchased method of accounting of DouYu or otherwise acquired any asset from any other Person, except of its Subsidiaries for supplies acquired by the Purchaser in the Ordinary Course of BusinessTax purposes; (e) except to the Purchaser has not leased extent required by applicable Law or licensed otherwise contemplated in this Agreement, any asset from increase in the compensation or benefits payable or to become payable to any other Personof its directors, officers or employees (except for increases for non-officer employees in the ordinary course of business and consistent with past practice); (f) except to the Purchaser has not made extent required by applicable Law or otherwise contemplated in this Agreement, (i) any capital expenditureestablishment, adoption, entry into, termination or amendment of any bonus, profit sharing, equity, thrift, pension, retirement, deferred compensation, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any director, officer or employee, (ii) any grant or increase in any severance, change in control, termination or similar compensation or benefits payable to any director, officer or employee, or (iii) any acceleration of the time of payment or vesting of, or the lapsing of restrictions with respect to, or any funding or otherwise securing the payment of, any compensation or benefits payable or to become payable to any director, officer or employee under any benefit or compensation plan, agreement or arrangement; (g) any amendment to the Purchaser has not sold DouYu Memorandum and Articles of Association or otherwise transferred, any similar governing instrument of any of the Subsidiaries of DouYu or leased any amendment to or licensed, termination of any asset to any other Personof the DouYu VIE Contracts; (h) any incurrence of material indebtedness for borrowed money (other than short term debt incurred in the Purchaser has not written off as uncollectibleordinary course of business and consistent with past practice) or any guarantee of such indebtedness for another Person (other than wholly-owned Subsidiaries of DouYu) or any issue or sale of debt securities, or established any extraordinary reserve with respect to, any account receivable warrants or other indebtednessrights to acquire any debt security of DouYu or any of its Subsidiaries; (i) the Purchaser has not made any loan adoption of, resolution to approve or advance to petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of DouYu or any other Personof its Subsidiaries; (j) no Contract by which any receiver, trustee, administrator or other similar Person appointed in relation to the Purchaser affairs of DouYu or its property or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated;part thereof; or (k) the Purchaser has not incurred, assumed or otherwise become subject any agreement to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take do any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessforegoing .

Absence of Changes. Except as provided for in this Agreement or as set forth in Part 3.4 Schedule 4.22 or any other Schedule to this Agreement, since the date of the Purchaser Disclosure ScheduleUnaudited Balance Sheet, since December 31, 2004to Seller's Knowledge: (a) there has not been any adverse change in, and no event has occurred that might has had or would reasonably be expected to have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchasera Material Adverse Effect; (b) there the Business has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser operated in the Ordinary Course of Business; (ec) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of BusinessBusiness of the Business or as set forth on Schedule 2.2(d), there has been no (i) increase in the compensation or in the rate of compensation or commissions payable or to become payable by Seller to any Employee earning $50,000 or more per annum, (ii) Employee hired at a salary in excess of $50,000 per annum, or (iii) commitment to pay any new bonus, profit sharing or other extraordinary compensation to any Employee; (nd) no liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $25,000 has been incurred by Seller with respect to the Purchaser has not changed any Business, other than liabilities incurred in the Ordinary Course of its methods Business of accounting the Business since the date of the Unaudited Balance Sheet or accounting practices reflected in any respectthe Final Closing Working Capital Statement; (oe) Seller has not (i) paid any judgment in excess of $25,000 resulting from any Action against Seller relating to the Purchaser Business or the Acquired Assets or (ii) made any payment to any Person in excess of $25,000 in settlement of any Action against Seller relating to the Business or the Acquired Assets; (f) there has been no sale, transfer, lease or other disposition of any assets of Seller that are necessary for or used exclusively in the Business, other than sales of Inventory in the Ordinary Course of Business of the Business and any other asset that is not material to the current operation of the Business; or (g) Seller has not entered into any transaction contract, oral or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreedwritten, committed to do or offered (engage in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) foregoing after the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessdate hereof.

Absence of Changes. Except Since September 30, 2008, except as set forth out in Part 3.4 of the Purchaser New Gold Disclosure ScheduleMemorandum, since December 31, 2004the New Gold Public Disclosure Documents or expressly contemplated by this Agreement: (ai) New Gold and each of the New Gold Material Subsidiaries has conducted its business only in the ordinary and regular course of business consistent with past practice; (ii) New Gold has not incurred or suffered a Material Adverse Effect; (iii) New Gold has not effected any amendment to, or proposed to amend, its articles or bylaws; (iv) there has not been any adverse change inacquisition or agreement to acquire by amalgamating, and no event has occurred that might have an adverse effect onmerging, consolidating or entering into a business combination with, purchasing substantially all the businessassets of or otherwise acquiring, conditionany business or any corporation, assetspartnership, liabilitiesassociation or other business organization or division thereof, operations, financial performance or net income of the Purchaserwhich transaction would be material to New Gold; (bv) there has not been any losssale, damage lease, transfer, mortgage, hypothecation or destruction toother disposition of any of its assets or properties, real, personal or any interruption mixed, immovable or movable (including securities), that are material, individually or in the use ofaggregate, any of the material assets of the Purchaser (whether or not covered by insurance)to New Gold; (cvi) other than in the Purchaser ordinary and regular course of business consistent with past practice, there has not (i) declaredbeen any incurrence, accrued, set aside assumption or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired guarantee by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser New Gold or any of the assets owned New Gold Material Subsidiaries of any debt for borrowed money, any creation or used assumption by New Gold or any of the Purchaser are New Gold Material Subsidiaries of any Encumbrance, any making by New Gold or were boundany of the New Gold Material Subsidiaries or of any loan, advance or under which capital contribution to or investment in any other person (other than: (a) loans and advances in an aggregate amount that does not exceed $750,000 outstanding at any time; and (b) loans made to other New Gold Material Subsidiaries) or any entering into, amendment of, relinquishment, termination or non-renewal by New Gold or any of the Purchaser New Gold Material Subsidiaries of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have or had any rights or interest, has been amended or terminateda Material Adverse Effect on New Gold; (kvii) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course ordinary and regular course of Businessbusiness consistent with past practice, there has not been, nor has New Gold or any New Gold Material Subsidiary agreed to, any material increase in or modification of the compensation payable to or to become payable by New Gold or any New Gold Material Subsidiary to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of New Gold Options pursuant to the New Gold Option Plan) made to, for or with any of such directors or officers; (nviii) the Purchaser New Gold has not changed effected or passed any resolution or agreed to any subdivision, consolidation, redemption, purchase, offer to purchase or any other acquisition or reclassification of any of the outstanding New Gold Common Shares, declaration or payment of any dividends on or making of other distributions (whether in cash, shares or property, or any combination thereof) or reduction in the stated capital in respect of its methods of accounting or accounting practices in any respectshares; (oix) the Purchaser New Gold has not entered into effected any transaction material change in its accounting methods, principles or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" abovepractices; and (qx) neither New Gold nor any of the Purchaser New Gold Material Subsidiaries has paid and discharged its obligations and liabilities in the Ordinary Course of Businessnot adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

Absence of Changes. Except as otherwise set forth on Schedule 5.7 hereto or otherwise disclosed to Buyer in Part 3.4 of writing prior to the Purchaser Disclosure ScheduleClosing, since December 31January 1, 20042008: (a) there There has not been any material adverse change in, and no event has occurred that might have an adverse effect on, in the business, condition, assets, liabilitiesoperations or prospects of PVS and no event has occurred or, operationsto PVS' knowledge, financial performance is expected to occur after the Closing that might have a material adverse effect on the business, condition, assets, operations or net income prospects of the Purchaser;PVS. (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser PVS has not (i) declared, accrued, set aside or paid any dividend or made any other distribution contribution in respect of any shares of capital stock or other securitiesstock, or nor (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities;. (c) PVS has not sold or otherwise issued any shares of capital stock or any other securities. (d) the Purchaser PVS has not amended its articles of incorporation, bylaws or other charter or organizational documents, nor has it effected or been a party to any merger, recapitalization, reclassification of shares, stock split, reverse stock split, reorganization or similar transaction. (e) PVS has not formed any subsidiary or contributed any funds or other assets to any subsidiary. (f) PVS has not purchased or otherwise acquired any asset assets, nor has it leased any assets from any other Personperson, except for supplies acquired by the Purchaser in the Ordinary Course ordinary course of Business;business consistent with past practice. (eg) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser PVS has not made any capital expenditure;expenditure outside the ordinary course of business or inconsistent with past practice, or in an amount exceeding five thousand dollars ($5,000) singly or in excess often thousand dollars ($10,000) in the aggregate, without Buyer's consent. (gh) the Purchaser PVS has not sold or otherwise transferred, or leased or licensed, transferred any asset assets to any other Person;person, except in the ordinary course of business consistent with past practice and at a price equal to the fair market value of the assets transferred. (hi) There has not been any loss, damage or destruction to any of the Purchaser properties or assets of PVS (whether or not covered by insurance). (j) PVS has not written off as uncollectibleuncollectible any indebtedness or accounts receivable, except for write offs that were made in the ordinary course of business consistent with past practice and that involved less than $5,000 singly and less than $10,000 in the aggregate. (k) PVS has not leased any assets to any other person except in the ordinary course of business consistent with past practice and at a rental rate equal to the fair rental value of the leased assets. (l) PVS has not mortgaged, pledged, hypothecated or otherwise encumbered any assets, except in the ordinary course of business consistent with past practice. (m) PVS has not entered into any contract, or established incurred any extraordinary reserve with respect todebt, any account receivable liability or other indebtedness; obligation (whether absolute, accrued, contingent or otherwise), except for (i) contracts that were entered into in the Purchaser ordinary course of business consistent with past practice and that have terms of less than six months and do not contemplate payments by or to PVS which will exceed, over the term of the contract, ten thousand dollars ($10,000) in the aggregate, and (ii) current liabilities incurred in the ordinary course of business consistent with the past practice. (n) PVS has not made any loan or advance to any other Person;person, except for advances that have been made to customers in the ordinary course of business consistent with past practice and that have been properly reflected as "accounts receivables." (jo) no Contract Other than annual raises or bonuses paid or provided consistent with past business practices, PVS has not paid any bonus to, or increased the amount of the salary, fringe benefits or other compensation or remuneration payable to, any of the directors, officers or employees of PVS. (p) No contract or other instrument to which PVS is or was a party or by which the Purchaser PVS or any of the its assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, bound has been amended or terminated;, except in the ordinary course of business consistent with past practice. (kq) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser PVS has not discharged any Encumbrance lien or discharged or paid any indebtedness indebtedness, liability or other Liabilityobligation, except for Encumbrances current liabilities that (i) are reflected in the PVS Financial Statements as of April 30, 2008 or have been incurred since April 30, 2008 in the ordinary course of business consistent with past practice, and (ii) have been discharged or Liabilities paid in the Ordinary Course ordinary course of Business;business consistent with past practice. (mr) the Purchaser PVS has not forgiven any debt or otherwise released or waived any right or claim other than claim, except in the Ordinary Course ordinary course of Business;business consistent with past practice. (ns) the Purchaser PVS has not changed any of its methods of accounting or its accounting practices in any respect;. (ot) the Purchaser PVS has not entered into any transaction or taken any other action outside the Ordinary Course ordinary course of Business;business or inconsistent with past practice. (pu) the Purchaser PVS has not agreed, agreed or committed (orally or offered (in writing or otherwisewriting) to take do any of the actions referred to things described in clauses "(c)" b) through "(o)" above; and (qt) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessthis Section 5.7.

Absence of Changes. Except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto and any COVID-19 Measures and except as set forth disclosed in Part 3.4 Section 4.6 of the Purchaser Huya Disclosure Schedule, since December 31the Review Date, 2004Huya and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice and there has not been: (a) there any circumstance, event, occurrence or development which has not been any adverse change inhad, and no event has occurred that might have an adverse effect onor would reasonably be expected to have, individually or in the businessaggregate, condition, assets, liabilities, operations, financial performance or net income of the Purchasera Huya Material Adverse Effect; (b) there has not been any lossdeclaration, damage setting aside or destruction to, payment of any dividend or other distribution with respect to any share capital of Huya or any interruption in the use ofof its Subsidiaries (except for dividends or other distributions by any Subsidiary to Huya or to any wholly-owned Subsidiary of Huya) or (ii) any redemption, repurchase or other acquisition of any share capital of Huya or any of its Subsidiaries, other than the material assets payment of the Purchaser (whether or not covered by insuranceHuya Closing Dividend pursuant to Section 7.16(a); (c) the Purchaser has not (i) declared, accrued, set aside any material change in any method of accounting or paid accounting practice by Huya or any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesits Subsidiaries; (d) any making or revocation of any material Tax election, any settlement or compromise of any material Tax liability, or any change (or request to any Taxing Authority to change) any material aspect of the Purchaser has not purchased method of accounting of Huya or otherwise acquired any asset from any other Person, except of its Subsidiaries for supplies acquired by the Purchaser in the Ordinary Course of BusinessTax purposes; (e) except to the Purchaser has not leased extent required by applicable Law or licensed otherwise contemplated in this Agreement, any asset from increase in the compensation or benefits payable or to become payable to any other Personof its directors, officers or employees (except for increases for non-officer employees in the ordinary course of business and consistent with past practice); (f) except to the Purchaser has not made extent required by applicable Law or otherwise contemplated in this Agreement, (i) any capital expenditureestablishment, adoption, entry into, termination or amendment of any bonus, profit sharing, equity, thrift, pension, retirement, deferred compensation, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any director, officer or employee, (ii) any grant or increase in any severance, change in control, termination or similar compensation or benefits payable to any director, officer or employee, or (iii) any acceleration of the time of payment or vesting of, or the lapsing of restrictions with respect to, or any funding or otherwise securing the payment of, any compensation or benefits payable or to become payable to any director, officer or employee under any benefit or compensation plan, agreement or arrangement; (g) any amendment to the Purchaser has not sold Huya Memorandum and Articles of Association or otherwise transferred, any similar governing instrument of any of the Subsidiaries of Huya or leased any amendment to or licensed, termination of any asset to any other Personof the Huya VIE Contracts; (h) any incurrence of material indebtedness for borrowed money (other than short term debt incurred in the Purchaser has not written off as uncollectibleordinary course of business and consistent with past practice) or any guarantee of such indebtedness for another Person (other than wholly-owned Subsidiaries of Huya) or any issue or sale of debt securities, or established any extraordinary reserve with respect to, any account receivable warrants or other indebtednessrights to acquire any debt security of Huya or any of its Subsidiaries; (i) the Purchaser has not made any loan adoption of, resolution to approve or advance to petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of Huya or any other Personof its Subsidiaries; (j) no Contract by which any receiver, trustee, administrator or other similar Person appointed in relation to the Purchaser affairs of Huya or its property or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated;part thereof; or (k) the Purchaser has not incurred, assumed or otherwise become subject any agreement to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take do any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessforegoing.

Absence of Changes. Except Since September 30, 2010, except as set forth out in Part 3.4 of the Purchaser EFI Disclosure ScheduleMemorandum, since December 31, 2004the EFI Public Disclosure Documents or expressly contemplated by this Agreement: (ai) EFI has conducted its business only in the ordinary course of business consistent with past practice; (ii) EFI has not incurred or suffered a Material Adverse Effect; (iii) EFI has not effected any amendment to, or proposed to amend, its articles or bylaws; (iv) there has not been any adverse change inacquisition or agreement to acquire by amalgamating, and no event has occurred that might have an adverse effect onmerging, consolidating or entering into a business combination with, purchasing substantially all the businessassets of or otherwise acquiring, conditionany business or any corporation, assetspartnership, liabilitiesassociation or other business organization or division thereof, operations, financial performance or net income of the Purchaserwhich transaction would be material to EFI; (bv) there has not been any losssale, damage lease, transfer, mortgage, hypothecation or destruction toother disposition of any of its assets or properties, real, personal or any interruption mixed, immovable or movable (including securities), that are material, individually or in the use ofaggregate, any of the material assets of the Purchaser (whether or not covered by insurance)to EFI; (cvi) the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any incurrence, assumption or guarantee by EFI of any debt for borrowed money, any creation or assumption by EFI of any Encumbrance, any making by EFI of any loan, advance or capital contribution to or investment in any other person (other than loans and advances in an aggregate amount that do not exceed US$100,000 outstanding at any time) or any entering into, amendment of, relinquishment, termination or non-renewal by EFI of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on EFI; (nvii) other than in the Purchaser ordinary course of business consistent with past practice, there has not changed been, nor has EFI agreed to, any material increase in or modification of the compensation payable to or to become payable by EFI to any of its methods respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of accounting any increase in severance or accounting practices in termination pay or any respectincrease or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of options) made to, for or with any of such directors or officers; (oviii) the Purchaser EFI has not entered into effected or passed any transaction resolution or taken agreed to any subdivision, consolidation, redemption, purchase, offer to purchase or any other action outside acquisition or reclassification of any of the Ordinary Course outstanding EFI Common Shares, declaration or payment of Businessany dividends on or making of other distributions (whether in cash, shares or property, or any combination thereof) or reduction in the stated capital in respect of its shares; (pix) other than the Purchaser adoption of IFRS, EFI has not agreedeffected any material change in its accounting methods, committed principles or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" abovepractices; and (qx) the Purchaser EFI has paid and discharged its obligations and liabilities in the Ordinary Course of Businessnot adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

Absence of Changes. Except as set forth in Part 3.4 on Section 3.7 of the Purchaser Seller Disclosure Schedule, since December 31, 2004the Balance Sheet Date: (a) there no Material Adverse Effect has not been any adverse change inoccurred, and no event event, occurrence, development or state of circumstances or facts has occurred that might will, or could reasonably be expected to have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchasera Material Adverse Effect; (b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets of the Purchaser Company (whether or not covered by insurance); (c) no party to any Company Contract has given notice to the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect Company of any shares intention, and neither the Company nor Seller has Knowledge of capital stock or other securitiesany such intention, or (ii) repurchasednot to renew, redeemed not to extend, to cancel or otherwise reacquired any shares of capital stock terminate or other securitiesto materially modify its business relationship with the Company; (d) the Purchaser Company has not purchased or otherwise acquired (i) entered into any asset from any Company Contract other Person, except for supplies acquired by the Purchaser than in the Ordinary Course ordinary course of Businessbusiness, consistent with past practice, or (ii) amended or prematurely terminated, or waived any right or remedy under, any Company Contract; (e) the Purchaser Company has not leased or licensed any asset from any other Person; (fi) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect toto any indebtedness, or (ii) increased any account receivable or other indebtednessreserves for contingent liabilities (excluding any adjustment to bad debt reserves in the ordinary course of business consistent with past practices); (f) there has not been any (i) the Purchaser has not made grant of any loan severance or advance termination pay to (or amendment to any existing arrangement with) any current or former director, manager, officer or Employee, (ii) increase in, or acceleration of, the compensation or benefits payable under any existing severance or termination pay policies or employment agreements, (iii) entry into any employment, deferred compensation or other Personsimilar agreement (or any amendment to any such existing agreement) with any Employee or manager, director or officer of the Company, (iv) establishment, adoption or amendment (except as required by applicable Laws) of any collective bargaining, equity option, restricted unit, bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or any other benefit plan or arrangement covering any Employees or officers, consultants, managers or directors of the Company, or (v) increase in, or acceleration of, compensation, bonus or other benefits payable to any Employees or officers, consultants, managers or directors of the Company; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (kg) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser Company has not changed any of its methods of accounting or accounting practices in any respect; (oh) there has not been any (i) Tax election made, revoked or changed, (ii) annual tax accounting period changed, (iii) method of tax accounting adopted or changed, (iv) Tax Returns or claims for Tax refunds filed (other than in the ordinary course consistent with past practice), (v) closing, Tax allocation, Tax sharing, Tax receivable, Tax indemnity or any similar agreement entered into, (vi) Tax claim, audit, Legal Proceeding or assessment commenced, settled or compromised, (vii) any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes consented to (other than any automatic extension of a due date of a Tax Return), (viii) any power of attorney with respect to Taxes granted or (ix) right to claim a Tax refund, offset or other reduction in Tax liability surrendered; (i) the Purchaser Company has not threatened, commenced or settled any Legal Proceeding; (j) the Company has not entered into any transaction or taken any other action outside the Ordinary Course ordinary course of Business;business or inconsistent with its past practices, other than entering into this Agreement and the agreements and transactions contemplated hereby; and (pk) the Purchaser Company has not agreedagreed to take, or committed or offered (in writing or otherwise) to take take, any of the actions referred to in clauses "“(cb)" ” through "“(oj)" ” above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure ScheduleSchedule 2.7, since December 31, 2004the date of Unaudited Interim Balance Sheet through the date of Closing: (a) 2.7.1 there has not been and will not be any material adverse change in, and no event has occurred that might have an adverse effect on, the in Company’s business, condition, assets, liabilities, operations, financial performance performance, results of operations or net income prospects, and no event has occurred that likely would have a materially adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, results of the Purchaseroperations or prospects; (b) 2.7.2 there has not been and will not be any material loss, damage or destruction to, or any interruption in the use of, any of the material Company’s assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser 2.7.3 Company has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securitiesMembership Interest, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock Membership Interest or other securities, or (iii) excluding payment of ordinary salaries or reimbursement of expenses, transferred assets of any kind to any Person, and will not do any of the foregoing from the date of this Agreement through the Closing; (d) 2.7.4 Company has not sold or otherwise issued any shares of Membership Interest or any other securities, and will not do any of the Purchaser foregoing from the date of this Agreement through the Closing; 2.7.5 Company has not amended its organizational documents, failed to maintain its corporate existence or powers or failed to maintain its qualification as a foreign corporation in each jurisdiction where it is so qualified and has not effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.6 Company has not purchased or otherwise acquired any asset from any other Person, except for supplies assets acquired by the Purchaser Company in the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing; (e) the Purchaser 2.7.7 Company has not leased or licensed any asset from any other PersonPerson except for assets leased or licensed in the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing; (f) the Purchaser 2.7.8 Company has not made any individual capital expenditure, measured by invoice amount, in excess of $50,000.00, and will not do any of the foregoing from the date of this Agreement through the Closing; (g) the Purchaser 2.7.9 Company has not sold or otherwise transferred, or and has not leased or licensed, any asset to any other PersonPerson except for products sold by Company from its inventory or assets leased or licensed in the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing; (h) the Purchaser 2.7.10 Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness, and will not do any of the foregoing from the date of this Agreement through the Closing; (i) 2.7.11 Company has not pledged or hypothecated any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance, and will not do any of the Purchaser foregoing from the date of this Agreement through the Closing; 2.7.12 Company has not made any loan or advance to any other Person or assumed or guaranteed any Liability of any other Person, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.13 Company has not (ja) no Contract by which established or adopted any Employee Benefit Plan, or (b) paid any bonus or made any profit sharing or similar payment to, or materially increased the Purchaser amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.14 Company has not entered into, and neither Company nor any of the assets owned or used by Company has become bound by, any Contract, other than Contracts entered in the Purchaser are or were bound, or Ordinary Course of Business; and no Contract under which the Purchaser have Company has or had any rights or interest, has been amended or terminated, and will not do any of the foregoing from the date of this Agreement through the Closing; (k) the Purchaser 2.7.15 Company has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into Company in the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing; (l) the Purchaser 2.7.16 Company has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances any that (a) have been incurred by Company since the date of Unaudited Interim Balance Sheet in the Ordinary Course of Business, and (b) have been discharged or Liabilities paid in the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing; (m) the Purchaser 2.7.17 Company has not forgiven any debt or otherwise released or waived any right or claim other than in claim, and will not do any of the Ordinary Course foregoing from the date of Businessthis Agreement through the Closing; (n) the Purchaser 2.7.18 Company has not changed any of its methods of accounting or accounting practices in any respect, and will not do any of the foregoing from the date of this Agreement through the Closing; (o) the Purchaser 2.7.19 Company has not entered into any transaction or taken any other action outside the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing; (p) the Purchaser 2.7.20 Company has not agreedmade any payment, direct or indirect, of any Liability before the same shall have become due in accordance with its terms, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.21 Company has not entered into any agreements regarding any merger or consolidation of or by Company with any other corporation or any acquisition of all or any part of the stock, equity interest or the business or assets of any other person, firm, association, corporation or business organization, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.22 Company has not entered into any agreement regarding the purchase or lease of any property from any officer, director, employee or shareholder of Company, or any member of his or her family or any affiliate or associate of any such Person, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.23 To the Knowledge of Seller and each Shareholder, Company has not failed to perform any of its obligations in any material respect or suffered or permitted any default to exist under any Contract to which the Company is a party or by which it or any of its property may be bound or affected, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.24 Company has not received any notice of termination, breach or default with respect to any Contract to which the Company is a party or by which it or any of its property may be bound or affected. Should Company receive any such notice between the date of this Agreement and the Closing, Shareholders shall immediately forward such notice to Buyer; 2.7.25 There have been no incidents involving any labor union organizing activity, labor dispute, trouble, strike or threatened strike, stoppage or other occurrence, event or condition of any similar character, or material change in relations with its employees, agents, customers or suppliers, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.26 Company has not transferred or granted any rights in or entered into any settlement regarding the Proprietary Assets, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.27 Company has not terminated or closed any business operation of Company, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.28 Company has used, and shall continue to use,its reasonable commercial business efforts to preserve its business organization intact, to keep available the services of its employees and to preserve its relationships with its customers, suppliers and others with whom it deals; 2.7.29 Company has not lost the services of any employee and has not sustained a termination of its relationship with any customer, supplier or other person with whom it deals and whose relationship is material to Company, and no such termination is anticipated. Should any such termination occur between the date of this Agreement and the Closing, Shareholders shall immediately inform Buyer of such termination; 2.7.30 Company has not instituted, settled or agreed to settle any Proceeding before any Governmental Body relating to Company or any of its property, and will not do any of the foregoing from the date of this Agreement through the Closing; 2.7.31 Company has not failed to replenish its Inventories in a normal and customary manner consistent with prior practice, or entered into purchase commitments in excess of the normal, ordinary and usual requirements of the business or at any price in excess of the then current market price, or changed its selling, pricing, advertising or personnel practices inconsistent with prior practice, and will not do any of the foregoing from the date of this Agreement through the Closing; and 2.7.32 Company has not agreed or committed or offered (in writing or otherwise) ), to take any of the actions referred to in clauses "(c)" Sections 2.7.3 through "(o)" above; and (q) 2.7.31, and will not agree or commit to take any such action between the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course date of Businessthis Agreement through Closing.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure Schedule, since Since December 31, 20042021: (a) the Company and each Company Subsidiary has conducted its business only in the ordinary and regular course of business; (b) except as disclosed in the Company Disclosure Letter, there has not occurred, and there exists no change, event, occurrence or state of facts which has had or is reasonably likely to have, a Material Adverse Effect with respect to the Company; (c) except as disclosed in the Company Disclosure Letter, there has not been any adverse change in, and no event has occurred that might have an adverse effect on, acquisition or sale or any agreement for the business, condition, assets, liabilities, operations, financial performance acquisition or net income sale by the Company or any Company Subsidiary of the Purchaserany material property or assets thereof; (bd) other than in the ordinary and regular course of business and except as disclosed in the Company Disclosure Letter, there has not been: (A) any creation, incurrence, assumption or guarantee by the Company or any of the Company Subsidiaries of any (i) Liability, Encumbrance or any other obligation of any nature, or (ii) Financial Indebtedness; (B) any making by the Company or any Company Subsidiary of any loan, advance or capital contribution to or investment in any other Person (other than loans made to other Company Subsidiaries); (C) any entering into, amendment of, relinquishment, termination or non-renewal by the Company or any of the Company Subsidiaries, of any Contract or other right or obligation that would, individually or in the aggregate, which has had, or is reasonably likely to have, a Material Adverse Effect on the Company; (e) except as disclosed in the Company Disclosure Letter, neither the Company nor any Company Subsidiary has entered into, amended, relinquished, terminated or let lapse any Company Material Contract; (f) except as disclosed in the Company Disclosure Letter, the Company has not declared or paid any dividends or made any other distribution on any of the Company Common Shares, Company Preference Shares or made any redemption or other acquisition of the Company Common Shares or Company Preference Shares; (g) except as disclosed in the Company Disclosure Letter, the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Company Common Shares or Company Preference Shares; (h) except as disclosed in the Company Disclosure Letter, there has not been any lossmaterial increase in or modification of the compensation or benefits payable or provided to or to become payable or provided by the Company or any of the Company Subsidiaries to any of their respective directors, damage officers, employees or destruction toconsultants, or any interruption grant to any such director, officer, employee or consultant of any material increase in the use ofseverance or termination entitlements or any material increase or modification of any bonus, pension, insurance or benefit entitlement (including grants of awards under any Company Benefit Plan) made to, for or with any of the material assets of the Purchaser (whether such directors, officers, employees or not covered by insurance); (c) the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtednessconsultants; (i) the Purchaser Company has not made effected any loan material change in its accounting methods, principles or advance to any other Person;practices; and (j) no Contract by which neither the Purchaser Company nor any Company Subsidiary has adopted or any of the assets owned or used by the Purchaser are or were boundterminated any, or under which the Purchaser have materially amended any, collective bargaining agreement (or had any rights similar agreement), bonus, pension, profit sharing, equity (including without limitation, stock purchase or interest, has been amended or terminated; (kstock option) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged Company Benefit Plan or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessshareholder rights plan.

Absence of Changes. Except as set forth in Part 3.4 Schedule 2.7, since the date of the Purchaser Disclosure Schedule, since December 31, 2004Compiled Financial Statements: (a) there 2.7.1 There has not been any material adverse change in, and no event has occurred that might have an adverse effect on, the in Company’s business, condition, assets, liabilities, operations, financial performance performance, results of operations or net income prospects, and no event has occurred that likely would have a material adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, results of the Purchaseroperations or prospects; (b) there 2.7.2 There has not been any loss, damage or destruction to, or any interruption in the use of, any of the material Company’s assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser 2.7.3 Company has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securitiesstock, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities, or (iii) transferred assets of any kind to any Shareholder; provided, that, subject to the minimum Working Capital and other requirements of Section 1.8, Company intends to declare and pay a dividend to the Shareholders prior to Closing; (d) 2.7.4 Company has not sold or otherwise issued any shares of capital stock or any other securities; 2.7.5 Company has not amended its Articles of Incorporation or Bylaws, failed to maintain its corporate existence or powers or failed to maintain its qualification as a foreign corporation in each jurisdiction where it is so qualified, where such failure to maintain its qualification as a foreign corporation would have a material adverse effect on the Purchaser Company or the Business, and has not effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; 2.7.6 Company has not purchased or otherwise acquired any asset from any other Person, except for supplies assets acquired by the Purchaser Company in the Ordinary Course of Business; (e) the Purchaser 2.7.7 Company has not leased or licensed any asset from any other PersonPerson except for assets leased or licensed in the Ordinary Course of Business; (f) the Purchaser 2.7.8 Company has not made any individual capital expenditure, measured by invoice amount, in excess of $25,000.00; (g) the Purchaser 2.7.9 Company has not sold or otherwise transferred, or and has not leased or licensed, any asset to any other PersonPerson except for products sold by Company from its inventory in the Ordinary Course of Business; (h) the Purchaser 2.7.10 Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser 2.7.11 Company has not pledged or hypothecated any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance; 2.7.12 Company has not made any loan or advance to any other Person or assumed or guaranteed any Liability of any other Person; 2.7.13 Company has not (ja) no Contract by which established or adopted any Employee Benefit Plan, or (b) paid any bonus or made any profit sharing or similar payment to, or increased the Purchaser amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; 2.7.14 Company has not entered into, and neither Company nor any of the assets owned or used by Company has become bound by, any Contract, other than Contracts entered in the Purchaser are or were bound, or Ordinary Course of Business; and no Contract under which the Purchaser have Company has or had any rights or interest, has been amended or terminated; (k) the Purchaser 2.7.15 Company has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into Company in the Ordinary Course of Business; (l) the Purchaser 2.7.16 Company has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances any that (a) have been incurred by Company in the Ordinary Course of Business, since the date of the Compiled Financial Statements and (b) have been discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser 2.7.17 Company has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Businessclaim; (n) the Purchaser 2.7.18 Company has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser 2.7.19 Company has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser 2.7.20 Company has not agreedmade any payment, direct or indirect, of any Liability before the same shall have become due in accordance with its terms; 2.7.21 Company has not entered into any agreements regarding any merger or consolidation of or by Company with any other corporation or any acquisition of all or any part of the stock, equity interest or the business or assets of any other Person; 2.7.22 Company has not entered into any agreement regarding the purchase or lease of any property from any officer, director, employee or shareholder of Company, or any member of his or her family or any Affiliate or associate of any such Person; 2.7.23 Company has not failed to perform any of its obligations in any material respect or suffered or permitted any default to exist under, or received a notice of termination, breach or default with respect to any Contract to which Company is a party or by which it or any of its property may be bound or affected; 2.7.24 There have been no incidents involving any labor union organizing activity, labor dispute, trouble, strike or threatened strike, stoppage or other occurrence, event or condition of any similar character, or material change in relations with its employees, agents, customers or suppliers; 2.7.25 Company has not transferred or granted any rights in or entered into any settlement regarding the Proprietary Assets; 2.7.26 Company has not terminated or closed any business operation of Company; 2.7.27 Company has used its best efforts to preserve its business organization intact, to keep available the services of its employees and to preserve its relationships with its customers, suppliers and others with whom it deals; 2.7.28 Company has not lost the services of any employee and has not sustained a termination of its relationship with any customer, supplier or other person with whom it deals and whose relationship is material to Company, and no such termination is anticipated; 2.7.29 Company has not instituted, settled or agreed to settle any Proceeding before any Governmental Body relating to Company or any of its property; 2.7.30 Company has not failed to replenish its Inventories in a normal and customary manner consistent with prior practice, or entered into purchase commitments in excess of the normal, ordinary and usual requirements of the Business or at any price in excess of the then current market price, or changed its selling, pricing, advertising or personnel practices inconsistent with prior practice; and 2.7.31 Company has not agreed or committed or offered (in writing or otherwise) ), to take any of the actions referred to in clauses "(c)" Sections 2.7.3 through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business2.7.30.

Absence of Changes. Except as set forth in Part 3.4 2.7 of the Purchaser Disclosure Schedule, since December 31, 2004the Unaudited Interim Balance Sheet Date: (a) there has not been any adverse change inMaterial Adverse Effect, and no event has occurred that might or circumstance has arisen that, in combination with any other events or circumstances, will or would reasonably be expected to have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaserresult in a Material Adverse Effect; (b) there has not been any material loss, damage or destruction to, or any interruption in the use of, any of the material Acquired Companies’ assets of the Purchaser (whether or not covered by insurance); (c) none of the Purchaser Acquired Companies has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of their respective capital stock or other securities, or (ii) and none of the Acquired Companies has repurchased, redeemed or otherwise reacquired any of their respective shares of capital stock or other securities, other than from former employees, directors and consultants pursuant to restricted stock purchase agreements or stock option agreements providing for the repurchase of such securities in connection with their termination of service to any of the Acquired Companies; (d) none of the Purchaser Acquired Companies has not purchased sold, issued, granted or otherwise acquired authorized the sale, issuance or grant of: (i) any asset from capital stock or other security or derivative thereof; (ii) any option, call, warrant or right to acquire any capital stock or other Person, except security or any derivative of any of the foregoing; or (iii) any instrument convertible into or exchangeable for supplies acquired by any capital stock (or cash based on the Purchaser in the Ordinary Course value of Businesssuch capital stock) or other security; (e) the Purchaser Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under, any restricted stock agreement; (f) there has been no amendment to any of the Charter Documents of any of the Acquired Companies, and none of the Acquired Companies has effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (g) none of the Acquired Companies has made any capital expenditure which, when added to all other capital expenditures made since the Unaudited Interim Balance Sheet Date on behalf of any of the Acquired Companies, exceeds $15,000; (h) none of the Acquired Companies has amended or prematurely terminated, or waived any material right or remedy under, any Contract that is or would constitute a Material Contract (as defined in Section 2.12(a)); (i) none of the Acquired Companies has: (i) acquired, leased or licensed any right or other asset from any other Person; : (fii) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferreddisposed of, or leased or licensed, any right or other asset to any other Person; or (iii) waived or relinquished any right, in each case, except for immaterial rights or other immaterial assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with past practices of the Acquired Companies; (hj) none of the Purchaser Acquired Companies has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance indebtedness in excess of $10,000 with respect to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bounda single matter, or under which in excess of $100,000 in the Purchaser have or had any rights or interest, has been amended or terminatedaggregate; (k) none of the Purchaser Acquired Companies has not incurred, assumed made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any Liability, Encumbrance (other than Liabilities incurred by the Purchaser in bona fide transactions entered into non-exclusive licenses of Acquired Companies IP granted in the Ordinary Course ordinary course of Businessbusiness), except for pledges of immaterial assets made in the ordinary course of business and consistent with the past practices of each such Acquired Company; (l) none of the Purchaser Acquired Companies has: (i) lent money to any Person (other than pursuant to routine and reasonable travel advances made to current employees of the Acquired Companies in the ordinary course of business); or (ii) incurred or guaranteed any indebtedness for borrowed money; (m) none of the Acquired Companies has: (i) established, adopted or amended any Acquired Companies Employee Plan; (ii) made any bonus, profit-sharing or similar payment to, or increased the amount of wages, salary, bonus, commissions, benefits or other compensation (including equity-based compensation, whether payable in cash or otherwise) or remuneration payable to any of its directors, officers or employees, except in the ordinary course of business in respect of employees with annual compensation not in excess of $75,000; (iii) other than with respect to non-officer employees and in the ordinary course of business and consistent with past practices, hired any new employee; or (iv) entered into, terminated or amended any compensatory agreement or arrangement with an Acquired Companies Employee. (n) none of the Acquired Companies has not discharged any Encumbrance or discharged or paid any indebtedness or other Liabilityliability or obligation, except for Encumbrances accounts payable that (i) are reflected as current liabilities in the “liabilities” column of the Unaudited Interim Balance Sheet or have been incurred by it since the Unaudited Interim Balance Sheet Date in the ordinary course of business and consistent with past practices and (ii) have been discharged or Liabilities paid in the Ordinary Course ordinary course of Business;business and consistent with past practices. (mo) none of the Purchaser Acquired Companies has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business, except as required by GAAP; (p) none of the Purchaser Acquired Companies has not agreedmade, changed or rescinded any Tax election, adopted or changed an accounting method in respect of Taxes, entered into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settled or comprised a claim, notice, audit report or assessment in respect of Taxes, consented to an extension or waiver of the statutory limitation period applicable to a claim or assessment in respect of Taxes, surrendered any claim for a refund of Taxes or filed any Tax Return other than one prepared in accordance with past practice; (q) none of the Acquired Companies has commenced or settled any Legal Proceeding; (r) none of the Acquired Companies has entered into any material transaction; and (s) none of the Acquired Companies has agreed or committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "“(c)" ” through "“(or)" ” above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto (i) from the Review Date through the date of this Agreement, there has not been any circumstance, event, occurrence or development which has had, or would reasonably be expected to have, individually or in the aggregate, a HiSoft Material Adverse Effect; (ii) since the date of this Agreement there has not been any circumstance, event, occurrence or development which has had, or would reasonably be expected to have, individually or in the aggregate, a HiSoft Material Adverse Effect, and (iii) from the Review Date through the date of this Agreement (and with respect to periods after the date of this Agreement, except as set forth expressly contemplated by this Agreement), HiSoft and its Subsidiaries have conducted their respective businesses in Part 3.4 all material respects in the ordinary course of the Purchaser Disclosure Schedulebusiness consistent with past practice, since December 31, 2004and there has not been: (a) there has not been any adverse change inredemption, repurchase (other than in connection with equity award grants under and no event has occurred that might have an adverse effect on, in accordance with the business, condition, assets, liabilities, operations, financial performance HiSoft Incentive Plans) or net income other acquisition of the Purchaserany share capital of HiSoft or any of its Subsidiaries or any securities convertible into or exercisable or exchangeable for any such share capital by HiSoft or any of its Subsidiaries; (b) there has not been any lossdeclaration, damage setting aside or destruction to, payment of any dividend or other distribution with respect to any share capital of HiSoft or any interruption in the use of, of its Subsidiaries (except for dividends or other distributions by any of the material assets of the Purchaser (whether Subsidiary to HiSoft or not covered by insurance)to any Wholly-Owned HiSoft Subsidiary; (c) the Purchaser has not (i) declared, accrued, set aside any material change in any method of accounting or paid accounting practice by HiSoft or any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesits Subsidiaries; (d) any making or revocation of any material Tax election, any settlement or compromise of any material Tax liability, or any change (or request to any taxing authority to change) in any material aspect of the Purchaser has not purchased method of accounting of HiSoft or otherwise acquired any asset from any other Person, except of its Subsidiaries for supplies acquired by the Purchaser in the Ordinary Course of BusinessTax purposes; (e) any material increase in the Purchaser has not leased compensation or licensed benefits payable or to become payable to any asset from any other Personof its directors, officers or employees (except for increases for non-senior management employees in the ordinary course of business and consistent with past practice); (f) except to the Purchaser has not made extent required by applicable Law, (i) any capital expenditureestablishment, adoption, entry into, termination or amendment of any labor, collective bargaining, bonus, profit sharing, equity, thrift, pension, retirement, deferred compensation, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any director, officer or employee, (ii) any grant or increase in any severance, change in control, termination or similar compensation or benefits payable to any director, officer or employee, or (iii) any acceleration of the time of payment or vesting of, or the lapsing of restrictions with respect to, or any funding or otherwise securing the payment of, any compensation or benefits payable or to become payable to any director, officer or employee under any benefit or compensation plan, agreement or arrangement; (g) any amendment to the Purchaser has not sold memorandum and articles of association (or otherwise transferred, other equivalent governing instrument) of HiSoft or leased or licensed, any asset to any other Personof its Subsidiaries; (h) any incurrence of any indebtedness for borrowed money (other than short-term debt incurred in the Purchaser has not written off as uncollectibleordinary course of business and consistent with past practice) or any guarantee of such indebtedness for another Person (other than any Wholly-Owned HiSoft Subsidiary) or any issue or sale of debt securities, or established any extraordinary reserve with respect to, any account receivable warrants or other indebtednessrights to acquire any debt security of HiSoft or any Subsidiary of HiSoft; (i) the Purchaser has not made any loan adoption of, resolution to approve or advance to petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of HiSoft or any other Personof its Subsidiaries; (j) no Contract by which any receiver, trustee, administrator or other similar Person appointed in relation to the Purchaser affairs of HiSoft or its property or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated;part thereof; or (k) the Purchaser has not incurred, assumed any agreement or otherwise become subject commitment to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take do any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessforegoing.

Absence of Changes. Except as set forth in Part 3.4 the Quintiles SEC Documents or in Section 5.7 of the Purchaser Envoy Disclosure ScheduleLetter, since December 31the Envoy Balance Sheet Date, 2004: (a) Envoy and its Subsidiaries have conducted their respective businesses and operations in the ordinary and usual course consistent with past practice, except for such business and operations as have not resulted and could not reasonably be expected to result in a Material Adverse Effect on Envoy, and there has not been occurred (i) any adverse change inevent, and no event has occurred condition or occurrence having or that might have an adverse effect oncould reasonably be expected to have, the business, condition, assets, liabilities, operations, financial performance individually or net income of the Purchaser; (b) there has not been any loss, damage or destruction to, or any interruption in the use ofaggregate, a Material Adverse Effect on Envoy; (ii) any of the material assets of the Purchaser damage, destruction or loss (whether or not covered by insurance); ) having or which reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect on Envoy; (ciii) the Purchaser has not (i) declaredany declaration, accrued, set setting aside or paid payment of any dividend or made any other distribution in respect of any shares kind by Envoy on any class of its capital stock or any repurchase for value by Envoy of any of its capital stock; (iv) any split, combination or reclassification of any Envoy Common Stock or any issuance or the authorization of any issuance of any other securitiessecurities in respect of, in lieu of or (ii) repurchased, redeemed or otherwise reacquired any in substitution for shares of capital stock Envoy Common Stock; (v) any Material increase in the compensation payable or to become payable by the Envoy or any Subsidiary to any of its directors, officers or key employees or the creation of or any Material increase in any bonus, insurance, pension, severance or other securities; (d) the Purchaser has not purchased employee benefit plan, payment or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not arrangement made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, for or with any account receivable such director, officer or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were boundkey employee, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course ordinary course of Business; business consistent with past practice; (nvi) the Purchaser any labor dispute, other than routine matters none of which has not changed had, or reasonably could be expected to have, a Material Adverse Effect on Envoy; (vii) any entry by Envoy or any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered Subsidiaries into any commitment or transaction (including, without limitation, any borrowing or taken capital expenditure) Material (individually or in the aggregate) to Envoy or its Subsidiaries other than in the ordinary course of business; (viii) any other action outside the Ordinary Course Material elections with respect to Taxes by Quintiles with respect to Envoy or its Assets or by Envoy or any of Business; its Subsidiaries or settlement or compromise by Quintiles, Envoy or any of its Subsidiaries of any Material Tax liability or refund affecting or with respect to Envoy; (pix) the Purchaser has not agreedany change by Quintiles, committed Envoy or offered its Subsidiaries in accounting methods, principles or practices utilized by or affecting Envoy except as required by concurrent changes in GAAP; (in writing or otherwisex) any Contract to take any action described in this Section 5.7; or (xi) any event during the period from the Envoy Balance Sheet Date through the date of this Agreement that, if taken during the actions referred to in clauses "(c)" period from the date of this Agreement through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course Effective Time, would constitute a breach of BusinessSection 7.1 hereof.

Absence of Changes. Except Since October 29, 2005, and except as set forth contemplated by this Agreement, Seller has conducted the Acquired Business only in Part 3.4 the Ordinary Course of Business and, without limiting the generality of the Purchaser Disclosure Schedule, since December 31, 2004foregoing: (a) there There has not been any adverse change in, and no event has occurred that might have an adverse effect onor change in the condition (financial or otherwise), the business, conditionnet worth, assets, liabilities, operations, financial performance obligations or net income liabilities of the PurchaserAcquired Business which, in the aggregate, have had or may be reasonably expected to have a Material Adverse Effect; (b) there Seller has not been any lossmortgaged, damage pledged or destruction to, or any interruption in the use of, otherwise encumbered any of the material assets of the Purchaser (whether or not covered by insurance)Acquired Assets; (c) the Purchaser Seller has not (i) declaredsold, accruedassigned, set aside licensed, leased, transferred or paid any dividend or made any other distribution in respect of any shares of capital stock or other securitiesconveyed, or (ii) repurchasedcommitted itself to sell, redeemed assign, license, lease, transfer or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Personconvey, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were boundAcquired Assets, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (nd) the Purchaser There has not changed been no destruction of, damage to or loss of any of its methods of accounting or accounting practices in any respectthe Acquired Assets, ordinary wear and tear excepted; (oe) the Purchaser Seller has not entered into accelerated, terminated, modified or cancelled any transaction agreement, contract, lease or taken any license (or series of related agreements, contracts, leases, and licenses) involving the Acquired Business, other action outside than in the Ordinary Course of Business; (pf) the Purchaser Seller has not agreeddelayed or postponed the payment of material accounts payable and other Liabilities relating to the Acquired Business, committed other than in the Ordinary Course of Business; (g) Seller has not advanced delivery dates of Products ahead of the customer’s requested delivery dates; (h) Seller has not delayed orders to suppliers relative to usual and customary order dates; (i) Seller has taken all actions reasonably required to maintain, renew, or offered enforce any Registered Intellectual Property Rights, including submission of required documents or fees during the prosecution of patent, trademark or other applications for Registered Intellectual Property Rights; (in writing j) Seller has not made or agreed to make any transfer (by way of a license or otherwise) to take any Person of any right to any Transferred Intellectual Property Rights or Transferred Technology, other than non-exclusive licenses granted in the Ordinary Course of Business through the use of agreements that do not materially deviate from the forms of agreement previously provided to Purchaser; (k) Seller has not cancelled, compromised, waived or released any right or claim (or series of related rights and claims) relating to the Acquired Business; (l) Seller has not entered into any capital commitments in relation to any of the actions referred Acquired Assets or the Acquired Business; (m) No litigation has been commenced or, to in clauses "the Knowledge of Seller, threatened and to the Knowledge of Seller, no reasonable basis exists for any litigation, proceeding or investigation against Seller related to the Acquired Assets; (c)" through "n) To the Knowledge of Seller no litigation has been commenced or threatened against any Continuing Employee related to the Acquired Assets; (o)" above) There has been no written notice of any claim or potential claim of ownership by any Person other than Seller of the Transferred Technology or the Transferred Intellectual Property Rights, or of infringement by the Acquired Business of any other Person’s Intellectual Property Rights; (p) Seller has not received written notice of any claim or potential claim, and to the Knowledge of Seller, no basis exists for any claim that Seller has infringed the Intellectual Property Rights of any person or entity related to the Acquired Business; and (q) There has been no agreement by or on behalf of Seller to do any of the Purchaser has paid and discharged its obligations and liabilities things described in the Ordinary Course of Businesspreceding clauses (a) through (o) (other than negotiations with Purchaser and their representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Except Since the Company Balance Sheet Date, except as otherwise contemplated by this Agreement or set forth in Part 3.4 Section 4.8 of the Purchaser Company Disclosure Schedule, since December 31the Company and each of its Subsidiaries has conducted its business only in the ordinary and usual course of business and, 2004without limiting the generality of the foregoing: (a) there There has not been no change, event or condition of any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser character (whether or not covered by insurance);) through the date hereof which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company. (b) To the Knowledge of the Company there has been no physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the assets or property, including Real Property and Facilities, of the Company or any of its Subsidiaries in an aggregate amount exceeding $250,000, and there has been no physical damage, destruction, or other casualty loss not covered by insurance affecting any of the assets or property, including Real Property and Facilities, of the Company or any of its Subsidiaries in an aggregate amount exceeding $1,000,000. (c) There has been no commencement, termination or material change by the Purchaser Company or any of its Subsidiaries of any material line of business. (d) There has not been no change in the accounting methods or procedures of the Company or its Subsidiaries. (e) Other than issuance of (i) declaredPreferred Stock issued in connection with the transaction involved in the ▇▇▇▇▇▇▇ Settlement and (ii) Common Shares pursuant to the Company Stock Option Plan and outstanding Company Options, accruedthe Company has not issued, set aside or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note or other security of, or any economic interest in the capital stock of, the Company or any of its Subsidiaries. (f) Other than pursuant to the Credit Facility and the capitalization of interest under the Mezzanine Financing Facility, neither the Company nor any of its Subsidiaries has incurred additional debt for borrowed money in excess of $100,000 in the aggregate. (g) Neither the Company nor any of its Subsidiaries has paid any dividend obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business. (h) Neither the Company nor any of its Subsidiaries has declared or made any dividend, payment or other distribution in on or with respect to any share of capital stock of the Company. (i) Neither the Company nor any of its Subsidiaries has purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock or other securitiesof, or (ii) repurchasedany rights representing an equity interest or economic value in, redeemed the Company or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person;its Subsidiaries. (j) no Contract by which Neither the Purchaser or Company nor any of the assets owned or used by the Purchaser are or were boundits Subsidiaries has mortgaged, pledged, or under otherwise, voluntarily or involuntarily, encumbered any of its assets or properties, except for liens for current taxes which are not yet delinquent and purchase-money or similar Liens arising out of the Purchaser have purchase or had sale of services, products or properties made in the ordinary and usual course of business and in any rights or interest, has been amended or terminated;event not in excess of $500,000 for any single item. (k) Neither the Purchaser Company nor any of its Subsidiaries has not incurreddisposed of, assumed or otherwise become subject agreed to dispose of, by sale, lease, license or otherwise, any Liabilityasset or property, other than Liabilities incurred by the Purchaser in bona fide transactions entered into tangible or intangible, except in the Ordinary Course ordinary and usual course of Business;business and in each case for a consideration believed to be at least equal to the fair value of such asset or property. (l) Neither the Purchaser Company nor any of its Subsidiaries has not discharged purchased or agreed to purchase or otherwise acquire any Encumbrance or discharged or paid securities of any indebtedness business, corporation, partnership, joint venture, firm or other Liability, except for Encumbrances discharged entity or Liabilities paid in the Ordinary Course of Business;division thereof. (m) Neither the Purchaser Company nor any of its Subsidiaries has not forgiven made any debt expenditure or otherwise released commitment for the purchase, acquisition, construction or waived any right or claim other than improvement of a capital asset, except in the Ordinary Course ordinary and usual course of Business;business and pursuant to the Company's 2002 capital expenditure budget, a copy of which has been provided or made available to Parent. (n) Neither the Purchaser has not changed Company nor any of its methods Subsidiaries has sold, assigned, transferred or conveyed, other than by means of accounting a license, or accounting practices in committed itself to sell, assign, transfer or convey, other than by means of a license, any respect;Company IP. (o) Neither the Purchaser Company nor any of its Subsidiaries has not paid or committed itself to pay to or for the benefit of any of its directors, officers, employees set forth on Schedule 4.14(b) or stockholders any compensation of any kind other than wages, salaries and benefits at times and rates in effect on the Company Balance Sheet Date, adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, or entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, or agreed to do any of the foregoing. (p) Neither the Company nor any of its Subsidiaries has effected or agreed to effect any change in its directors, officers or key employees except as contemplated by the Noncompetition Agreements or this Agreement. (q) Neither the Company nor any of its Subsidiaries has effected or committed itself to effect any amendment or modification in the Company's certificate of incorporation or bylaws, except as contemplated in this Agreement. (r) Neither the Company nor any of its Subsidiaries has entered into any transaction or taken contract, or made any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) commitment to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessforegoing.

Absence of Changes. Except Since January 1, 2007, except as set forth disclosed in Part 3.4 Seller’s SEC filings filed since such date, Seller and its Subsidiaries have designed, developed, manufactured, sold, imported, exported and distributed the Acquired Products and Acquired Assets only in the ordinary course of the Purchaser Disclosure Schedulebusiness consistent with past practice, since December 31, 2004and there has not been: (a) there any event, occurrence, development or state of circumstances or facts that has not been any adverse change in, and no event has occurred that might have an had a material adverse effect onon the Acquired Products or Acquired Assets, taken as a whole, exclusive of the effects that the pendency or announcement of the transactions contemplated by this Agreement, the businesscompliance by Seller or its Subsidiaries with the terms of this Agreement or the Other Transaction Documents, conditionwar, assetsmilitary action, liabilities, operations, financial performance acts of terrorism or net income of civil unrest and economic conditions affecting the PurchaserU.S. or global economy or semiconductor industry generally may have; (b) there has not been any loss, damage cancellation or destruction toother termination, or any interruption notice in the use ofwriting or other written communication of any intent to cancel or terminate, a material business relationship with Seller by or from any of the material assets of the Purchaser (whether distributor, customer, supplier or not covered by insurancevendor listed on Schedule 3.14(a) or 3.14(b); (c) the Purchaser has not (i) declared, accrued, set aside any entry by Seller or paid any dividend or made any other distribution in respect of any shares of capital stock or other securitiesits Subsidiaries into, or (ii) repurchasedmaterial modification, redeemed amendment or otherwise reacquired cancellation of, any shares Contract relating primarily to the Acquired Assets or the Acquired Products, which is not terminable by Seller or any of capital stock its Subsidiaries without penalty upon no more than 30 days’ prior notice and provides for payments by or other securitiesto Seller in an amount in excess of $100,000 over the term of such Contract; (d) any material revaluation by Seller or any of its Subsidiaries of any of the Purchaser has not purchased or otherwise acquired any asset from any other PersonAcquired Assets, except for supplies acquired by the Purchaser in the Ordinary Course of Businesstaken as a whole; (e) any incurrence by Seller or any of its Subsidiaries of any material Encumbrances (other than Permitted Encumbrances) in connection with the Purchaser has not leased or licensed any asset from any Acquired Assets, other Personthan in the ordinary course of business; (f) any sale, transfer, loss or other disposition of any assets of Seller or any of its Subsidiaries that, if still owned by Seller or any of its Subsidiaries, would constitute Acquired Assets, except in the Purchaser has not made any capital expenditureordinary course of business consistent with past practice; (g) any disposing of or permitting to lapse of any rights to the Purchaser has not sold or otherwise transferreduse of any Intellectual Property Assets necessary and related primarily to the Acquired Products, or leased disposing of or licensed, any asset disclosing (except in the ordinary course of its business) to any Person (other Person;than representatives of Purchaser) any trade secret or other Intellectual Property Assets necessary and primarily related to the Acquired Products that is not a matter of public knowledge; or (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract entry by which the Purchaser Seller or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered Subsidiaries into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) Contract to take any of the actions referred to action described in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessthis Section 3.16.

Absence of Changes. Except as set forth in Part 3.4 of Since the Purchaser Disclosure Schedule, since December 31, 2004: Interim Balance Sheet Date: (a) there has not been any adverse change inbeen, and no event has occurred that might have an adverse effect onwould reasonably be expected to have, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser; 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 material assets of the Purchaser (whether or not covered by insurance); Company; (c) the Purchaser Company has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, securities or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; securities of the Company; (d) the Purchaser Company has not purchased made any capital expenditure in excess of $20,000 individually or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser $50,000 in the Ordinary Course of Business; aggregate; (e) the Purchaser 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 Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser Company has not made any loan or advance to any other Person; Person (jother than travel advances made to employees in the ordinary course of business); (g) no Company Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or prematurely terminated; ; (kh) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser Company has not forgiven any debt or otherwise released or waived any material right or claim other than in claim; (i) except for this Agreement and the Ordinary Course of Business; (n) Transactions, the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser Company has not entered into any transaction outside the ordinary course of business or taken any other action outside the Ordinary Course ordinary course of Business; business; (pj) the Purchaser Company has not made or changed any material Tax election, changed an annual accounting period, adopted or 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, surrendered any right to claim a refund of material Taxes, consented to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or taken any other similar action, or omitted to take any action relating to the filing of any Tax Return or the payment of any Tax; and (k) the Company has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "“(ca)" ” through "“(oj)" ” above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth otherwise disclosed to CLMI in Part 3.4 of the Purchaser Disclosure Schedulewriting in Exhibit A to this Agreement, since December 31, 20041998: (a) there There has not been any material adverse change inin the business, condition, assets, operations or prospects of Polygonal and no event has occurred that might have an adverse effect on, on the business, condition, assets, liabilities, operations, financial performance operations or net income prospects of the Purchaser;Polygonal. (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser Polygonal has not (i) declared, accrued, set aside or paid any dividend or made any other distribution contribution in respect of any shares of capital stock or other securitiesstock, or nor (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities;. (c) Polygonal has not sold or otherwise issued any shares of capital stock or any other securities. (d) the Purchaser Polygonal has not amended its articles of incorporation, bylaws or other charter or organizational documents, nor has it effected or been a party to any merger, recapitalization, reclassification of shares, stock split, reverse stock split, reorganization or similar transaction. (e) Polygonal has not formed any subsidiary or contributed any funds or other assets to any subsidiary. (f) Polygonal has not purchased or otherwise acquired any asset assets, nor has it leased any assets from any other Personperson, except for supplies acquired by the Purchaser in the Ordinary Course ordinary course of Business;business consistent with past practice. (eg) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser Polygonal has not made any capital expenditure;expenditure outside the ordinary course of business or inconsistent with past practice, or in an amount exceeding three thousand dollars ($3,000), and the total amount of the capital expenditures made by Polygonal has not exceeded ten thousand dollars ($10,000). (gh) the Purchaser Polygonal has not sold or otherwise transferred, or leased or licensed, transferred any asset assets to any other Person;person, except in the ordinary course of business consistent with past practice and at a price equal to the fair market value of the assets transferred. (hi) There has not been any loss, damage or destruction to any of the Purchaser properties or assets of Polygonal (whether or not covered by insurance). (j) Polygonal has not written off as uncollectibleuncollectible any indebtedness or accounts receivable, except for write-offs that were made in the ordinary course of business consistent with past practice and that involved less than one hundred dollars ($100) singly and less than one thousand dollars ($1,000) in the aggregate. (k) Polygonal has not leased any assets to any other person except in the ordinary course of business consistent with past practice and at a rental rate equal to the fair rental value of the leased assets. (l) Polygonal has not mortgaged, pledged, hypothecated or established otherwise encumbered any extraordinary reserve assets, except in the ordinary course of business consistent with respect topast practice. (m) Polygonal has not entered into any contract or incurred any debt, any account receivable liability or other indebtedness; obligation (whether absolute, accrued, contingent or otherwise), except for (i) contracts that were entered into in the Purchaser ordinary course of business consistent with past practice and that have terms of less than six months and do not contemplate payments by or to Polygonal which will exceed, over the term of the contract, three thousand dollars ($3,000) in the aggregate, and (ii) current liabilities incurred in the ordinary course of business consistent with the past practice. (n) Polygonal has not made any loan or advance to any other Person;person, except for advances that have been made to customers in the ordinary course of business consistent with past practice and that have been properly reflected as "accounts receivables." (jo) no Contract Polygonal has not paid any bonus to, or increased the amount of the salary, fringe benefits or other compensation or remuneration payable to, any of the directors, officers or employees of Polygonal. (p) No contract or other instrument to which Polygonal is or was a party or by which the Purchaser Polygonal or any of the Polygonal's assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, bound has been amended or terminated;, except in the ordinary course of business consistent with past practice. (kq) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser Polygonal has not discharged any Encumbrance lien or discharged or paid any indebtedness indebtedness, liability or other Liabilityobligation, except for Encumbrances current liabilities that (i) are reflected in the December 31, 1998 Balance Sheet or have been incurred since December 31, 1998 in the ordinary course of business consistent with past practice, and (ii) have been discharged or Liabilities paid in the Ordinary Course ordinary course of Business;business consistent with past practice. (mr) the Purchaser Polygonal has not forgiven any debt or otherwise released or waived any right or claim other than claim, except in the Ordinary Course ordinary course of Business;business consistent with past practice. (ns) the Purchaser Polygonal has not changed any of its methods of accounting or its accounting practices in any respect;. (ot) the Purchaser Polygonal has not entered into any transaction or taken any other action outside the Ordinary Course ordinary course of Business;business or inconsistent with past practice. (pu) the Purchaser Polygonal has not agreed, agreed or committed (orally or offered (in writing or otherwisewriting) to take do any of the actions referred to things described in clauses "(c)" b) through "(o)" above; and (qt) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessthis Section 4.7.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure Scheduleon Schedule 3.8 and as expressly contemplated by this Agreement, since December 31the Reference Balance Sheet Date, 2004each Company Entity has conducted its business only in the Ordinary Course of Business, and there has not been any Material Adverse Effect. Without limiting the foregoing, since the Reference Balance Sheet Date, except as set forth on Schedule 3.8, such Company Entity has not: (a) there has not been suffered any adverse change intheft, and no event has occurred that might have an adverse effect ondamage, destruction or casualty loss (without regard to any insurance) of or to any tangible asset or assets having a value in excess of $75,000 in the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaseraggregate; (b) there has not been borrowed an amount or incurred or become subject to any loss, damage Indebtedness (including contingently as a guarantor or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insuranceotherwise); (c) incurred any Liabilities in excess of $75,000, except current liabilities incurred in the Purchaser has Ordinary Course of Business and not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesconstituting Indebtedness; (d) the Purchaser has not purchased issued, sold, redeemed or otherwise acquired repurchased, directly or indirectly, any asset from of its equity interests or any other Personsecurities convertible into, except for supplies acquired by the Purchaser in the Ordinary Course or options with respect to, warrants to purchase, or rights to subscribe for, any equity interests of Businesssuch Company Entity; (e) the Purchaser has not leased entered into any Seller Contract or licensed any asset from any amended or terminated such Company Entity’s rights thereunder (other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off than a termination of a Seller Contract as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any a result of the assets owned or used by expiration of the Purchaser are or were boundterm of such Seller Contract), or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (i) granted any bonus or any wage, salary or compensation increase to, or made any other material change in employment terms (or terms of engagement or service relationship) of or for, any Business Employee or Business Contingent Worker other than annual increases made in the Ordinary Course of Business with respect to any Person whose annual compensation opportunities are less than $100,000; (ii) increased or accelerated the funding, payment, or vesting of any compensation or benefits provided under any Employee Benefit Plan or any other benefit or compensation plan, policy, program, contract, agreement or arrangement; or (iii) established, adopted, amended or terminated any Employee Benefit Plan or any other benefit or compensation plan, policy, program, contract, agreement or arrangement that would be an Employee Benefit Plan if in effect as of the date thereof; (g) made any material change in its business practices, including, without limitation, any change in accounting methods or practices or collection, credit, pricing, rebate, discount or payment policies of such Company Entity; (h) made any loans or advances to, or guarantees for the benefit of, any Persons; (i) changed or authorized any change in its certificate of formation, operating agreement or other governing or organizational documents; (j) instituted or settled any claim or lawsuit that involved stated claims of more than $25,000; (k) acquired any other business or Person (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by purchase of its assets or stock or acquired any other material assets; (i) made or changed any Tax election, (ii) changed any Tax accounting period, (iii) adopted or changed any method of Tax accounting, (iv) filed any amended Tax Return, (v) entered into any closing agreement with respect to Taxes, (vi) settled any Tax claim or assessment, (vii) surrendered any right to claim a Tax refund, or (viii) consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (m) terminated or failed to maintain any insurance policy covering the applicable Company Entity’s tangible assets or real property; (n) the Purchaser has not changed experienced any of material change in its methods of accounting relationships with its material subcontractors, material suppliers, consumer financing providers, or accounting practices in any respectGovernmental Authorities that is adverse to such Company Entity; (o) the Purchaser has not entered into any transaction employment agreement or taken arrangement with any other action outside the Ordinary Course of BusinessBusiness Employee; (p) the Purchaser has not agreedentered into any consulting, committed independent contractor or offered (in writing or otherwise) to take similar agreement with any of the actions referred to in clauses "(c)" through "(o)" above; andBusiness Contingent Worker; (q) become legally committed to any new capital expenditures required to be made following the Purchaser has paid and discharged its obligations and liabilities Closing in excess of $100,000 in the aggregate; (r) terminated any employee or Contingent Worker other than in the Ordinary Course of Business with respect to any Person whose annual compensation opportunities are less than $100,000, or had any such Person resign; (s) abandoned, dedicated to the public, allowed to lapse, cancelled, or allowed any other waiver or termination of any rights with or in any Owned IP, disclosed any Confidential Information of such Company Entity to any Person (excluding Persons under any agreement or obligation of confidentiality), or licensed to any Person any Owned IP (other than non-exclusive licenses granted in the Ordinary Course of Business); (t) failed to maintain or timely renew, or allowed to lapse, any Seller License, or otherwise agreed to any penalties or changes affecting such Seller License; or (u) committed or agreed, in writing or otherwise, to any of the foregoing, except as expressly contemplated by this Agreement and the Ancillary Agreements.

Absence of Changes. Except as set forth in Part 3.4 Since the date of inception of the Purchaser Disclosure Schedule, since December 31, 2004Company: (a) there no Company Material Adverse Effect has not been any adverse change inoccurred, and no event event, occurrence, development or state of circumstances or facts has occurred that might will, or could reasonably be expected to, have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchasersuch a Company Material Adverse Effect; (b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance)) of the Company; (c) the Purchaser Company has not (i) declared, accrued, set aside or paid any dividend or made any other distribution or payment to any stockholder, officer or director or any Person with whom any such stockholder, officer or director has any direct or indirect relation, other than the payment of salaries and bonuses in respect the ordinary course of any shares of capital stock or other securitiesbusiness, or (ii) and has not repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of the Company, except repurchases of unvested shares at cost in connection with the termination of the employment or consulting relationship with any Employee (as defined herein) or consultant pursuant to stock option or purchase agreements; (d) no party to any Company Contract has given notice to the Purchaser Company of any intention not to renew, not to extend, to cancel or otherwise terminate or materially modify its business relationship with the Company; (e) there has been no amendment to any of the Company Constituent Documents, except for the addition of resolutions and minutes of the Company’s board of directors and the Company’s stockholders in the ordinary course, accurate and complete copies of which have been delivered by the Company to Parent, and the Company has not purchased effected or otherwise been a party to any Strategic Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) the Company has not formed any Subsidiary or acquired any equity interest or other interest in any other Entity except for the operating Subsidiaries set forth on Schedule 2.1(e) of the Company Disclosure Schedule; (g) the Company has not (i) entered into or permitted any of the assets owned or used by it to become bound by any Contract that is a material Contract, (ii) entered into or permitted any of the assets owned or used by it to become bound by any Contract other than in the ordinary course of business, or (iii) amended or prematurely terminated, or waived any right or remedy under, any Company Contract; (h) the Company has not (i) acquired, leased or licensed any right or other asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (eii) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferreddisposed of, or leased or licensed, any right or other asset to any other Person, except for sales of inventory in the ordinary course of business, or (iii) waived or relinquished any right, except in each case for immaterial rights or other immaterial assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with the Company’s past practices; (hi) the Purchaser Company has not (i) written off as uncollectible, or established any extraordinary reserve with respect to, any billed or unbilled account receivable or other indebtedness;, or (ii) increased any reserves for contingent Liabilities (excluding any adjustment to bad debt reserves in the ordinary course of business) (ij) the Purchaser Company has not made any loan pledge of any of its assets or advance otherwise permitted any of its assets to become subject to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminatedEncumbrance; (k) the Purchaser Company has not incurred, assumed or otherwise become subject lent money to any Liability, Person (other than Liabilities incurred by pursuant to routine travel advances made to employees of the Purchaser in bona fide transactions entered into Company (each an “Employee”) in the Ordinary Course ordinary course of Businessbusiness or in connection with such Employee’s purchase of Company Common Stock); (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser Company has not changed any of its methods of accounting or accounting practices in any respect; (m) there has not been any Tax election made or changed, annual tax accounting period changed, method of tax accounting adopted or changed, amended Tax Returns or claims for Tax refunds filed, closing agreement entered into, Tax claim, audit or assessment settled, or right to claim a Tax refund, offset or other reduction in Tax liability surrendered; (n) the Company has not threatened, commenced or settled any Legal Proceeding; and (o) the Purchaser Company has not entered into any transaction agreed to take, or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreedcommitted to take, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "“(c)" ” through "“(on)" ” above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth in Part 3.4 Since the date of the Purchaser Disclosure Schedulebalance sheet included in the Interim Financial Statements to the Agreement Date, since December 31there has not been any Material Adverse Effect. Since the date of the balance sheet included in the Interim Financial Statements to the Agreement Date, 2004each Acquired Company has conducted its business only in the ordinary course and consistent with past practices, and each Acquired Company has: (a) there has not been any adverse change inused commercially reasonable efforts to (i) preserve intact its present business organization, (ii) to keep available the services of its present officers, managerial personnel and key employees and independent contractors, and no event has occurred that might have an adverse effect on(iii) preserve its relationships with customers, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchasersuppliers and others having business dealings with it; (bi) there has not been any lossused commercially reasonable efforts to maintain its assets in their current condition, damage or destruction toexcept for ordinary wear and tear, and (ii) repaired, maintained, or any interruption replaced its equipment in accordance with the normal standards of maintenance applicable in the use of, any of the material assets of the Purchaser (whether or not covered by insurance)industry; (c) used commercially reasonable efforts to renew any Material Contract; (d) paid all Indebtedness and other accounts payable as they became due; (e) not amended or terminated any Material Contract nor has it received any written notice or other written communication that any other Person has or intends to take any such actions; (f) not transferred, granted any license or sublicense of any rights under or with respect to any of its Intellectual Property, other than in the Purchaser has ordinary course of business consistent with past practice; (g) not made or pledged to make any charitable or other capital contribution; (h) not adopted, terminated or amended any Employee Benefit Plan, made any contribution to any Employee Benefit Plan (other than regularly scheduled contributions), except as otherwise required to comply with applicable Legal Requirements, or increased the compensation or benefits of any officer, director, or employee or other personnel (whether employees or independent contractors), other than in the ordinary course of business consistent with past practice; (i) not made any oral or written representation or commitment with respect to any aspect of any Employee Benefit Plan that is not in accordance with the existing written terms and provision of such Employee Benefit Plan; (j) not terminated any employee, other than in the ordinary course of business consistent with past practice; (k) not acquired (including by merger, consolidation, or the acquisition of any equity interest or assets) or sold (whether by merger, consolidation, or the sale of an equity interest or assets), leased, or disposed of any assets, except for fair consideration in the ordinary course of business and consistent with past practice or, even if in the ordinary course of business and consistent with past practices, whether in one or more transactions, in no event involving assets having an aggregate fair market value in excess of $50,000; (l) not mortgaged, pledged, or subjected to any Lien (other than Permitted Liens) any of its assets; (m) not made any loans, advances or capital contributions to, or investment in, any other Person, other than loans or investments by any Acquired Company to or in any Acquired Company; (n) not entered into any joint ventures, strategic partnerships or alliances; (o) not changed its practices and procedures with respect to the collection of accounts receivable or offered to discount the amount of any account receivable or extended any other incentive (whether to the account debtor or any employee or third party responsible for the collection of receivables) with respect thereto; (p) not declared, accrued, paid or set aside or paid assets for any dividend or otherwise or declared or made any other distribution in with respect of to its capital stock, or purchased, redeemed or acquired any shares of capital stock or other securitiessecurities of any Acquired Company, except repurchases of unvested shares or (ii) repurchased, redeemed cancellation of unvested options in connection with the termination of the service relationship with any employee and in connection with the termination of the service relationship with any other service provider pursuant to stock option or otherwise reacquired any shares of capital stock or other securitiespurchase agreements in effect on the date hereof; (dq) not incurred any Indebtedness outside the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course ordinary of Businesscourse of business; (er) not changed its existing practices and procedures for the Purchaser has not leased payment of Indebtedness or licensed any asset from any other Personaccounts payable; (fs) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold cancelled, compromised, waived or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than immaterial rights or claims in the Ordinary Course ordinary course of Businessbusiness; (nt) not paid, discharged or satisfied any material claim or material Liability, other than in the Purchaser has ordinary course of business, or cancelled, compromised, waived or released any material right or material claim; (u) not incurred or committed to incur any capital expenditures, capital additions or capital improvements, other than budgeted capital expenditures made in the ordinary course of business consistent with past practice; (v) not (i) made, changed or rescinded any material election relating to Taxes, (ii) settled or compromised any material claim, controversy or Legal Proceeding relating to Taxes, (iii) except as required by applicable Legal Requirements, made any material change to any of its methods, policies or practices of Tax accounting or methods of accounting reporting income or accounting practices in deductions for Tax purposes, (iv) amended, refiled or otherwise revised any respect; previously filed U.S. income Tax Return or material non-U.S. Tax Return, or foregone the right to any material amount of refund or rebate of a previously paid Tax, (ov) the Purchaser has not entered into or terminated, with respect to any transaction Acquired Company, any agreements with a Tax Authority, or taken (vi) prepared any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (Tax Return in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" abovea manner inconsistent with past practices; and (qw) the Purchaser has paid and discharged its obligations and liabilities not authorized, approved, agreed to or made any commitment, in the Ordinary Course of Businesswriting, to take any actions prohibited by this Section 2.22.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure ScheduleSchedule 2.5, since December 31, 20042012: (a) there has not been any material adverse change inin the Company’s or the Subsidiaries’ business, financial condition, or operations, and no event has occurred that might will, or could reasonably be expected to, have an adverse effect ona Material Adverse Effect on the Company or the Subsidiaries, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaserrespectively; (b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the material Company’s or the Subsidiaries’ assets of the Purchaser (whether or not covered by insurance); (c) neither the Purchaser Company nor any Subsidiary has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other its securities, or (ii) and neither the Company nor any Subsidiary has repurchased, redeemed or otherwise reacquired any shares of capital stock or other its securities; (d) there has been no amendment to the Purchaser Company’s or any Subsidiary’s Certificate of Incorporation or Bylaws or Certificate of Formation or Operating Agreement, and neither the Company nor any Subsidiary has effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (e) the Company and the Subsidiaries, in the aggregate, have not purchased made any capital expenditure which, when added to all other capital expenditures made on behalf of the Company and the Subsidiaries since December 31, 2012, exceeds Fifty Thousand Dollars ($50,000); (f) neither the Company nor any Subsidiary has (i) acquired, leased or otherwise acquired licensed any right or other asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (eii) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferreddisposed of, or leased or licensed, any right or other 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 the Company’s or the Subsidiary’s respective past practices; (hg) neither the Purchaser Company nor any Subsidiary has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtednessindebtedness in excess of Ten Thousand Dollars ($10,000); (h) neither the Company nor any Subsidiary has made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance, except for pledges of immaterial assets made in the ordinary course of business and consistent with the Company’s or a Subsidiary’s respective past practices; (i) neither the Purchaser Company nor any Subsidiary has not made any loan or advance (i) lent money to any Person (other Personthan pursuant to routine travel advances made to employees in the ordinary course of business), or (ii) incurred or guaranteed any indebtedness for borrowed money; (j) no Contract by which neither the Purchaser Company nor any Subsidiary has (i) established or adopted any employee benefit plan, (ii) paid any bonus, or (iii) made any profit-sharing or similar payment to, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the assets owned its directors, officers or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminatedemployees in excess of Ten Thousand Dollars ($10,000); (k) neither the Purchaser Company nor any Subsidiary has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its respective methods of accounting or accounting practices in any respect; (ol) neither the Purchaser Company nor any Subsidiary has not made any Tax election; (m) neither the Company nor any Subsidiary has commenced or settled any Legal Proceeding; (n) neither the Company nor any Subsidiary has entered into any material transaction or taken any other material action outside the Ordinary Course ordinary course of Businessbusiness or inconsistent with its past practices; (o) neither the Company nor any Subsidiary has sold, issued or authorized the issuance of (i) any of its respective capital stock or other securities, (ii) any option or right to acquire any of its respective capital stock or any other securities, or (iii) any instrument convertible into or exchangeable for any or its respective capital stock or other securities; and (p) neither the Purchaser Company nor any Subsidiary has not agreed, agreed or committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" ) through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessthis Section 2.5.

Absence of Changes. Except as set forth in Part 3.4 3.6 of the Purchaser Disclosure Schedule, since June 30, 2007 with regard to the Company and since December 31, 20042006 with regard to the Subsidiary: (a) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income except as set forth in Part 3.10(a)(xv) of the PurchaserDisclosure Schedule, each of the Acquired Companies has conducted its business in the ordinary course; (b) there has not been any Material Adverse Effect, and no event has occurred and no circumstances exist, that, in combination with any other events or circumstances, will (or would reasonably be expected to) have a Material Adverse Effect; (c) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the Acquired Companies’ material assets of the Purchaser (whether or not covered by insurance); (cd) except as set forth in Part 3.3(a) of the Purchaser Disclosure Schedule, none of the Acquired Companies has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of their respective capital stock or other securities, or (ii) and none of the Acquired Companies has repurchased, redeemed or otherwise reacquired any of their respective shares of capital stock or other securities; (de) none of the Purchaser Acquired Companies has not purchased made any capital expenditure (in Italian, acquisto di beni strumentali) which, when added to all other capital expenditures made on behalf of such respective Acquired Company, exceeds €250.000,00; (f) none of the Acquired Companies has amended or otherwise acquired prematurely terminated, or waived any material right or remedy under, any Contract that is or would constitute a Material Contract (as defined in Section 3.10(a)); (g) none of the Acquired Companies has: (i) acquired, leased or licensed any right or other asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; : (eii) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferreddisposed of, or leased or licensed, any right or other 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 past practices of the Acquired Companies; (h) none of the Purchaser Acquired Companies has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtednessindebtedness in excess of €50.000,00 with respect to a single matter, or in excess of €150.000,00 in the aggregate; (i) none of the Purchaser Acquired Companies has not made any loan pledge of any of its assets or advance otherwise permitted any of its assets to become subject to any Encumbrance (other Personthan nonexclusive licenses granted pursuant to the Contracts listed in Part 3.6(i) of the Disclosure Schedule), except for pledges of immaterial assets made in the ordinary course of business and consistent with such Acquired Company’s past practices; (j) no Contract by which the Purchaser or any none of the assets owned Acquired Companies has: (i) lent money to any Person (other than pursuant to routine and reasonable travel advances made to current employees of the Acquired Companies in the ordinary course of business); or used by the Purchaser are (ii) incurred or were bound, or under which the Purchaser have or had guaranteed any rights or interest, has been amended or terminatedindebtedness for borrowed money; (k) none of the Purchaser has not incurredAcquired Companies has: (i) established, assumed adopted or otherwise become subject to amended any LiabilityPlan (as defined in Section 3.14(b)); (ii) made any bonus, profit-sharing or similar payment to, or increased the amount of wages, salary, commissions, fringe benefits or other compensation (including equity-based compensation, whether payable in cash or otherwise) or remuneration payable to, any of its directors, officers, employees (whether regular or temporary, direct hire or leased), contractors or consultants; or (iii) other than Liabilities incurred by the Purchaser in bona fide transactions entered into with respect to non-officer employees and in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices, hired any new employee; (l) none of the Purchaser Acquired Companies has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (om) none of the Purchaser Acquired Companies has not entered into made any transaction or taken any other action outside the Ordinary Course of BusinessTax election; (pn) none of the Purchaser Acquired Companies has not agreed, commenced or settled any Legal Proceeding; and (o) none of the Acquired Companies has agreed or legally committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "“(cd)" ” through "“(on)" ” above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth contemplated by this Agreement or as disclosed in Part 3.4 of the Purchaser Disclosure ScheduleSEC Reports filed prior to the date hereof, since December 31the Purchaser Balance Sheet Date, 2004the Purchaser has conducted its business in the ordinary and usual course consistent with past practice and there has not been: (a) there has not been any adverse change inevent, and no event has occurred that might have an adverse effect onoccurrence or development which had or is reasonably expected to have, individually or in the businessaggregate, condition, assets, liabilities, operations, financial performance or net income of a Material Adverse Effect on the PurchaserPurchaser taken as a whole; (b) there has not been any lossdeclaration, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser has not (i) declared, accrued, set setting aside or paid payment of any dividend or made any other distribution in respect of any shares of capital stock of the Purchaser or any subsidiary of the Purchaser (each a "Purchaser Subsidiary"), any split, combination or reclassification of any shares of capital stock of the Purchaser or any Purchaser Subsidiary, or any repurchase, redemption or other securitiesacquisition by the Purchaser or any Purchaser Subsidiary of any securities of the Purchaser or any Purchaser Subsidiary; (c) any amendment or change to the charter, certificate or articles of incorporation, operating agreement or bylaws (or other similar organizational or governing instrument) of the Purchaser or any Purchaser Subsidiary, or any amendment of any term of any outstanding security of the Purchaser or any Purchaser Subsidiary that would materially increase the obligations of the Purchaser or any Purchaser Subsidiary under such security; (d) (i) any incurrence or assumption by the Purchaser or any Purchaser Subsidiary of any indebtedness for borrowed money other than under existing credit facilities (or any renewals, replacements or extensions that do not increase the aggregate commitments thereunder), except (A) in the ordinary and usual course of business consistent with past practice or (B) as permitted or required by this Agreement, or (ii) repurchasedany guarantee, redeemed or otherwise reacquired any shares of capital stock endorsement, or other securities; incurrence or assumption of liability (dwhether directly, contingently or otherwise) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser or any Purchaser Subsidiary for the obligations of any other person (other than any wholly owned subsidiary of the Purchaser), other than in the Ordinary Course ordinary and usual course of Businessbusiness consistent with past practice; (e) any creation or assumption by the Purchaser has not leased or licensed any Purchaser Subsidiary of any Encumbrance on any material asset from of the Purchaser or any Purchaser Subsidiary other Personthan in the ordinary and usual course of business consistent with past practice; (f) any making of any loan, advance or capital contribution to or investment in any person by the Purchaser has not made or any Purchaser Subsidiary, other than (i) as permitted or required by this Agreement, (ii) loans, advances or capital expenditurecontributions to or investments in wholly owned subsidiaries of the Purchaser, (iii) loans or advances to employees of the Purchaser or any Purchaser Subsidiary in the ordinary and usual course of business consistent with past practice, or (iv) extensions of credit to customers in the ordinary and usual course of business consistent with past practice; (g) any contract or agreement entered into by the Purchaser has not sold or otherwise transferred, any Purchaser Subsidiary on or leased or licensed, any asset prior to the date hereof relating to any material acquisition or disposition of any assets or business, other Personthan contracts or agreements in the ordinary and usual course of business consistent with past practice and those contemplated by this Agreement; (h) any modification, amendment, assignment, termination or relinquishment by the Purchaser has not written off as uncollectibleor any Purchaser Subsidiary of any contract, or established any extraordinary reserve with respect to, any account receivable license or other indebtednessright (including any insurance policy naming it as a beneficiary or a loss payable payee) that is reasonably expected to have a Material Adverse Effect, after taking into account the benefit of the consideration, if any, received in exchange for agreeing to such modification, amendment, assignment, termination or relinquishment, on the Purchaser and the Purchaser Subsidiaries taken as a whole; (i) any material change in any method of accounting or accounting principles or practice by the Purchaser or any Purchaser Subsidiary, except for any such change required by reason of a change in GAAP, which change has not made any loan or advance to any other Personbeen consistently applied; (j) no Contract by which any (i) grant of any severance or termination pay to any director, officer or employee of the Purchaser or any Purchaser Subsidiary, (ii) entering into of any employment, deferred compensation, severance, consulting, termination or other similar agreement (or any change or amendment to any such existing agreement) with any director, officer, employee, agent or other similar representative of the assets owned Purchaser or used by any Purchaser Subsidiary (collectively, "Purchaser Employment Agreements") whose annual cash compensation exceeds $100,000, other than changes or amendments that (A) do not and will not result in increases, in the aggregate, of more than five percent in the salary, wages or other compensation of any such person and (B) are otherwise consistent with clause (iv) below, (iii) increase in benefits payable under any existing severance or termination pay policies or Purchaser Employment Agreements, or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Purchaser are or were boundany Purchaser Subsidiary other than, in the case of clauses (ii) and (iv) only, increases prior to the date hereof in compensation, bonus or under which other benefits payable to directors, officers or employees of the Purchaser have or had any rights Purchaser Subsidiary in the ordinary and usual course of business consistent with past practice or interest, has been amended or terminated;merit increases in salaries of employees at regularly scheduled times in customary amounts consistent with past practices; or (k) the Purchaser has not incurredany (i) making or revoking of any material election relating to Taxes; (ii) settlement or compromise of any material claim, assumed action, suit, litigation, proceeding, arbitration, investigation, audit or otherwise become subject controversy relating to Taxes; or (iii) change to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its material methods of accounting reporting income or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessdeductions for federal income Tax purposes.

Absence of Changes. Except as set forth in Part 3.4 of Schedule 3.1.29(a) and other than pursuant to the Purchaser Disclosure Schedule, since December 31, 2004transactions contemplated by the Arrangement or as otherwise reflected in the Corporation Financial Statements: (a) there has not been no Corporation Material Adverse Change, whether arising as a result of any adverse change inlegislative or regulatory change, and no event has occurred that might have an adverse effect on, the revocation of any Permit or right to do business, conditionfire, assetsexplosion, liabilitiesaccident, operationscasualty, financial performance labour dispute, flood, drought, riot, storm, condemnation, force majeure, public force or net income of the Purchaser; (b) there has not been any lossotherwise, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (b) the Corporation has carried on the Business in the Ordinary Course of Business and has not entered into any material transaction out of the Ordinary Course of Business or any transaction which could reasonably be expected to result in a Corporation Material Adverse Change; (c) the Purchaser Corporation has not (i) declaredincurred any new debts, accrued, set aside or paid any dividend or nor has made any payments other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser than those made in the Ordinary Course of Business; (d) the Corporation has not contracted any loan in excess of $100,000; (e) the Purchaser Corporation has not leased declared, set aside, or licensed paid or undertaken to pay any asset from dividends or made or undertaken to make any other Persondistribution in respect of its share capital, or made or undertaken to make any direct or indirect redemption, purchase or other acquisition of its share capital for the benefit of any of its shareholders; (f) except for capital expenditures made in the Purchaser Ordinary Course of Business not exceeding $100,000 in the aggregate, the Corporation has not made or authorized any new capital expenditureexpenditures; (g) the Purchaser Corporation has not sold made any change or otherwise transferred, incurred any obligation to make a change in its Organizational Documents or leased authorized or licensed, any asset to issued Shares or any other Personof its securities; (h) there has been no change in the Purchaser has not written off as uncollectible, accounting methods or established any extraordinary reserve with respect to, any account receivable tax practices or other indebtednesselections used by the Corporation or its accountants; (i) except as set forth in Schedule 3.1.30(i), the Purchaser Corporation has not made nor agreed to make any loan purchase, sale or advance disposition of any asset or property other than in the Ordinary Course of Business, nor has it subjected its assets to Encumbrances of any other Personkind; (j) no neither the Corporation nor any other Person has accelerated, terminated, modified, or cancelled any Contract by (or series of related Contracts) which is material to the Purchaser or any carrying on of the assets owned Business or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminatedinvolving more than $10,000; (k) the Purchaser Corporation has not incurredprepaid any loans from its shareholders, assumed officers or otherwise become subject to directors or made any Liability, other than Liabilities incurred by the Purchaser change in bona fide transactions entered into in the Ordinary Course of Businessits borrowing arrangements; (l) the Purchaser Corporation has not discharged disposed or agreed to dispose of any Encumbrance capital assets or discharged made or paid agreed to make any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in capital investment that is out of the Ordinary Course of Business; (m) the Purchaser Corporation has not forgiven committed to any debt or otherwise released or waived any right or claim other than in of the Ordinary Course of Business;foregoing; and (n) the Purchaser has not changed any of its methods of accounting no customer or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any supplier of the actions referred Corporation has indicated that it intends to decrease its business with the Corporation and, to the Knowledge of the Corporation, no customer or supplier intends to change its relationship with the Corporation, in clauses "(c)" through "(o)" above; and (q) a manner that would result in a Corporation Material Adverse Change, including following completion of the Purchaser has paid and discharged its obligations and liabilities transactions contemplated in the Ordinary Course of Businessthis Agreement.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure Schedule, since (a) Since December 31, 20041996, except as ------------------ expressly contemplated by this Agreement or in Section 4 of the LRC Disclosure Letter, the business of LRC and its subsidiaries has been operated in the ordinary course consistent with past practices, and: (ai) there has not been any material adverse change in, and no event has occurred that might have an adverse effect on, in the business, condition, assets, liabilities, operations, operations or financial performance or net income of the Purchaser; (b) there LRC and its subsidiaries taken as a whole, and no event has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser occurred (whether or not covered by insurance)) that would reasonably be expected to have a Material Adverse Effect on LRC; (cii) the Purchaser none of LRC or its subsidiaries has not (ix) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securitiesstock, or (iiy) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; and (iii) there has been no amendment to the Certificate of Incorporation (other than the Charter Amendments described in Section 4.1), Bylaws or other charter or organizational documents of LRC or its subsidiaries, and none of LRC or its subsidiaries has effected or been a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction. (b) Since December 31, 1996 through the date of this Agreement: (i) none of LRC or its subsidiaries has effected or been a party to any merger, consolidation, share exchange, business combination or similar transaction, or has made any capital expenditure in any calendar month which, when added to all other capital expenditures made on behalf of LRC or its subsidiaries in such calendar month results in such capital expenditures exceeding $5,000,000 in the aggregate; (dii) the Purchaser none of LRC or its subsidiaries has not purchased or otherwise acquired entered any asset from any material agreement other Person, except for supplies acquired by the Purchaser than in the Ordinary Course ordinary course of Businessbusiness and as made available to OSI, nor has there occurred any amendment or termination of, or default under, any material agreement to which LRC or any of its subsidiaries is a party or by which it is bound which would result in a Material Adverse Effect on LRC; (eiii) the Purchaser none of LRC or its subsidiaries has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account material amount of accounts receivable or other indebtedness; (iiv) the Purchaser none of LRC or its subsidiaries has not incurred or guaranteed any indebtedness for borrowed money, or made any loan or advance to any other Person; (j) no Contract by which the Purchaser or pledge of any of the its assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise permitted any of its assets to become subject to any Liabilitylien, other than Liabilities incurred by the Purchaser in bona fide transactions entered into claim or encumbrance except for encumbrances of assets made in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices; (lv) none of LRC or its subsidiaries has (x) established or adopted any employee benefit plan, (y) caused or permitted any employee benefit plan or rights or agreements granted thereunder to be amended in any material respect, or (z) except for bonus, profit-sharing and similar payments made in the Purchaser has not discharged any Encumbrance or discharged or ordinary course of business and consistent with past practices, paid any indebtedness bonus or made any profit-sharing or similar payment to, materially increased the amount of commissions payable to, or materially increased the amount of the wages, salary, fringe benefits or other Liabilitycompensation or remuneration payable to, except for Encumbrances discharged any of its directors, officers or Liabilities paid in the Ordinary Course of Businessemployees; (mvi) the Purchaser none of LRC or its subsidiaries has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any material respect; (ovii) the Purchaser none of LRC or its subsidiaries has not entered into made any transaction or taken any other action outside the Ordinary Course of Businessmaterial Tax election; (pviii) the Purchaser none of LRC or its subsidiaries has not agreedcommenced, settled or received a notice or threat of any lawsuit or proceeding (including without limitation any claim involving Intellectual Property) or governmental investigation of LRC or its subsidiaries; and (ix) none of LRC or its subsidiaries has agreed or committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" i) through "(o)" viii) above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as set forth in Part 3.4 for the execution and performance of this Agreement and the Purchaser Disclosure Schedulediscussions, since December negotiations and transactions related thereto (i) from March 31, 20042012 (the “Review Date”) through the date of this Agreement, there has not been any circumstance, event, occurrence or development which has had, or would reasonably be expected to have, individually or in the aggregate, a VanceInfo Material Adverse Effect, (ii) since the date of this Agreement, there has not been any circumstance, event, occurrence or development which has had, or would reasonably be expected to have, individually or in the aggregate, a VanceInfo Material Adverse Effect, and (iii) from the Review Date through the date of this Agreement (and with respect to periods after the date of this Agreement, except as expressly contemplated by this Agreement), VanceInfo and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice, and there has not been: (a) there has not been any adverse change inredemption, repurchase (other than in connection with equity award grants under and no event has occurred that might have an adverse effect on, in accordance with the business, condition, assets, liabilities, operations, financial performance VanceInfo Incentive Plans) or net income other acquisition of the Purchaserany share capital of VanceInfo or any of its Subsidiaries or any securities convertible into or exercisable or exchangeable for any such share capital by VanceInfo or any of its Subsidiaries; (b) there has not been any lossdeclaration, damage setting aside or destruction to, payment of any dividend or other distribution with respect to any share capital of VanceInfo or any interruption in the use of, of its Subsidiaries (except for dividends or other distributions by any of the material assets of the Purchaser (whether Subsidiary to VanceInfo or not covered by insuranceto any Wholly-Owned VanceInfo Subsidiary); (c) the Purchaser has not (i) declared, accrued, set aside any material change in any method of accounting or paid accounting practice by VanceInfo or any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesits Subsidiaries; (d) any making or revocation of any material Tax election, any settlement or compromise of any material Tax liability, or any change (or request to any taxing authority to change) in any material aspect of the Purchaser has not purchased method of accounting of VanceInfo or otherwise acquired any asset from any other Person, except of its Subsidiaries for supplies acquired by the Purchaser in the Ordinary Course of BusinessTax purposes; (e) any material increase in the Purchaser has not leased compensation or licensed benefits payable or to become payable to any asset from any other Personof its directors, officers or employees (except for increases for non-senior management employees in the ordinary course of business and consistent with past practice); (f) except to the Purchaser has not made extent required by applicable Law, (i) any capital expenditureestablishment, adoption, entry into, termination or amendment of any labor, collective bargaining, bonus, profit sharing, equity, thrift, pension, retirement, deferred compensation, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any director, officer or employee, (ii) any grant or increase in any severance, change in control, termination or similar compensation or benefits payable to any director, officer or employee, or (iii) any acceleration of the time of payment or vesting of, or the lapsing of restrictions with respect to, or any funding or otherwise securing the payment of, any compensation or benefits payable or to become payable to any director, officer or employee under any benefit or compensation plan, agreement or arrangement; (g) any amendment to the Purchaser has not sold memorandum and articles of association (or otherwise transferred, other equivalent governing instrument) of VanceInfo or leased or licensed, any asset to any other Personof its Subsidiaries; (h) any incurrence of any indebtedness for borrowed money (other than short term debt incurred in the Purchaser has not written off as uncollectibleordinary course of business and consistent with past practice) or any guarantee of such indebtedness for another Person (other than any Wholly-Owned VanceInfo Subsidiary) or any issue or sale of debt securities, or established any extraordinary reserve with respect to, any account receivable warrants or other indebtednessrights to acquire any debt security of VanceInfo or any Subsidiary of VanceInfo; (i) the Purchaser has not made any loan adoption of, resolution to approve or advance to petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of VanceInfo or any other Personof its Subsidiaries; (j) no Contract by which any receiver, trustee, administrator or other similar Person appointed in relation to the Purchaser affairs of VanceInfo or its property or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated;part thereof; or (k) the Purchaser has not incurred, assumed any agreement or otherwise become subject commitment to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take do any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessforegoing.

Absence of Changes. Except as set forth in Part 3.4 Section 2.7 of the Purchaser Disclosure ScheduleSchedule and except for actions taken in connection with the negotiation, execution and delivery of this Agreement and the Ancillary Agreements, since December 31, 2004the Most Recent Balance Sheet Date: (ai) there has not been any adverse change inMaterial Adverse Effect, and no event has occurred that might will, or would reasonably be expected to, individually or in the aggregate, have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchasera Material Adverse Effect; (bii) Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, except for licenses of its products in the ordinary course of business; (iii) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance)Purchased Assets; (civ) there has been no amendment to any of the Purchaser Organizational Documents of Seller, and Seller has not effected or been a party to any recapitalization, refinancing, restructuring, merger, consolidation or other business combination, or reclassification of shares, stock split, reverse stock split or similar transaction; (v) Seller has not (ix) declared, accrued, set aside entered into or paid permitted any dividend of the Purchased Assets to become bound by any Material Contract other than license agreements entered into in the ordinary course of business or made any other distribution in respect of any shares of capital stock (y) amended or other securitiesprematurely terminated, or (ii) repurchasedwaived any material right or remedy under, redeemed or otherwise reacquired any shares of capital stock or other securitiesMaterial Contract; (dvi) except for actions taken in the Purchaser ordinary course of business consistent with past practice, Seller has not purchased (x) acquired, leased or otherwise acquired licensed any right or other asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (ey) the Purchaser has not leased or licensed any asset from any right or other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person, or (z) waived or relinquished any right, except for an immaterial right or other immaterial asset, that is a Purchased Asset; (hvii) All write-offs or reductions for services not performed are listed in Section 2.7(vii) of the Purchaser Disclosure Schedule. Seller has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtednessindebtedness in an amount greater than $20,000; (iviii) the Purchaser Seller has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or pledge of any of the its assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise permitted any of its assets to become subject to any Liability, Liens (other than Liabilities incurred by the Purchaser in bona fide transactions entered into Permitted Liens), except for pledges of immaterial assets made in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (lix) the Purchaser Seller has not discharged failed to pay any Encumbrance or discharged or paid creditor any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Businessmaterial amount owed to such creditor when due; (mx) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser Seller has not changed any of its methods of accounting or accounting practices in any material respect; (oxi) Seller has not commenced or settled any Legal Proceeding, or received any written notice that any Person was commencing or threatening to commence a Legal Proceeding involving any Seller or the Purchaser Business; (xii) except for actions taken in connection with the negotiation, execution or delivery of this Agreement and the Ancillary Agreements, Seller has not entered into any material transaction or taken any other material action outside the Ordinary Course ordinary course of Businessbusiness or inconsistent with past practices; (pxiii) the Purchaser Seller has not agreed, increased the compensation of any employee of the Business nor increases benefits under any Seller Benefit Plan nor become obligated to contribute to any new Seller Benefit Plan; and (xiv) Seller has not agreed or committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessforegoing actions.

Absence of Changes. Except as set forth in Part 3.4 3.5 of the Purchaser Brainworks Disclosure Schedule, since between December 31, 20042002, and the date of this Agreement: (a) there has not been any material adverse change inin the business, condition, capitalization, assets, liabilities, operations or financial performance of the Brainworks Corporations taken as a whole, and no event has occurred that might or circumstance has arisen that, in combination with any other events or circumstances, could reasonably be expected to have an adverse effect on, a Material Adverse Effect on the business, condition, assets, liabilities, operations, financial performance or net income of the PurchaserBrainworks Corporations; (b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets of any of the Purchaser Brainworks Corporations (whether or not covered by insurance)) that has had or could reasonably be expected to have a Material Adverse Effect on the Brainworks Corporations; (c) none of the Purchaser has not Brainworks Corporations has: (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, stock; or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) none of the Purchaser Brainworks Corporations has not purchased sold, issued or otherwise acquired granted, or authorized the issuance of: (i) any asset from capital stock or other security (except for Brainworks Common Stock issued upon the valid exercise of outstanding Brainworks Options and warrants); (ii) any option, warrant or right to acquire any capital stock or any other Person, security (except for supplies acquired by Brainworks Options and warrants described in Part 3.3(b) of the Purchaser in the Ordinary Course of BusinessBrainworks Disclosure Schedule); or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (e) the Purchaser Brainworks has not leased amended or licensed waived any asset from of its rights under, or permitted the acceleration of vesting under: (i) any other Personprovision of any of the Brainworks' stock option plans; (ii) any provision of any Contract evidencing any outstanding Brainworks Option or warrant; or (iii) any restricted stock purchase agreement; (f) there has been no amendment to the Purchaser articles of incorporation, bylaws or other charter or organizational documents of any of the Brainworks Corporations, and none of the Brainworks Corporations has not made effected or been a party to any capital expendituremerger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (g) none of the Purchaser Brainworks Corporations has not sold or otherwise transferred, or leased or licensed, received any asset to any other PersonAcquisition Proposal; (h) none of the Purchaser Brainworks Corporations has not written off as uncollectible, formed any Subsidiary or established acquired any extraordinary reserve with respect to, any account receivable equity interest or other indebtednessinterest in any other Entity; (i) none of the Purchaser Brainworks Corporations has not made any loan or advance capital expenditure which, when added to any all other Personcapital expenditures made on behalf of the Brainworks Corporations between December 31, 2002, and the date of this Agreement, exceeds $5,000.00 in the aggregate; (j) no Contract by which except in the Purchaser ordinary course of business and consistent with past practices, none of the Brainworks Corporations has: (i) entered into or permitted any of the assets owned or used by the Purchaser are it to become bound by any Brainworks Material Contract; or were bound, or under which the Purchaser have or had any rights or interest, has been (ii) amended or terminated, or waived any material right or remedy under, any Brainworks Material Contract; (k) none of the Purchaser has not incurredBrainworks Corporations has: (i) acquired, assumed leased or licensed any material right or other material asset from any other Person; (ii) sold or otherwise become subject disposed of, or leased or licensed, any material right or other material asset to any Liabilityother Person, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.or

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure Schedule, since Since December 31, 2004:2000 (the "Balance Sheet Date"): (a) there has not been any material adverse change in, and no event has occurred that might have an adverse effect on, in the business, condition, assets, liabilities, operations, financial performance or net income prospects of the Purchaserbusiness of Seller associated with the Market Maker Assets and, to the knowledge of Seller, no event has occurred that will, or could reasonably be expected to, have a Material Adverse Effect on the Market Maker Assets; (b) there with respect to the Market Maker Assets, Seller has not been any loss, damage (i) entered into or destruction to, or any interruption in the use of, permitted any of the Market Maker Assets to become bound by any Contract that is or would constitute a Material Seller Contract (as defined in Section 2.5(a)), or (ii) amended or prematurely terminated, or waived any material assets of the Purchaser (whether right or not covered by insurance)remedy under, any Material Seller Contract; (c) the Purchaser Seller has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect pledge of any shares of capital stock or other securities, or (ii) repurchased, redeemed the Market Maker Assets or otherwise reacquired permitted any shares of capital stock or the Market Maker Assets to become subject to any Encumbrance, other securitiesthan as permitted pursuant to subsection (a) of Section 2.4; (d) the Purchaser Seller has not purchased entered into any agreement relating to the sale or otherwise acquired license of any asset from any other Person, except for supplies acquired by of the Purchaser in Market Maker Assets outside the Ordinary Course ordinary course of Businessbusiness; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser Seller has not changed any of its methods of accounting or accounting practices in any respectrespect relating to the Market Maker Assets; (of) Seller has not (i) acquired, leased or licensed any right or other asset related to the Purchaser Market Maker Assets from any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any right or other asset related to the Market Maker Assets to any other Person, or (iii) waived or relinquished any right related to the Market Maker Assets except for immaterial rights or other immaterial assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with Seller's past practices; (g) Seller has not entered into any material transaction related to the Market Maker Assets, or taken any other material action related to the Market Maker Assets, outside the Ordinary Course ordinary course of Business;business or materially inconsistent with its past practices; or (ph) the Purchaser Seller has not agreed, agreed or committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(oh)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. (a) Except as set forth in Part 3.4 Section 2.7 of the Purchaser Disclosure Schedule, since December 31, 2004the Statement Date: (ai) there has not been any adverse change inMaterial Adverse Change in the condition, assets, liabilities, operations or financial performance of the Business, and no event has occurred that might have an adverse effect onwill, the businessor could reasonably be expected to, condition, assets, liabilities, operations, financial performance or net income constitute a Material Adverse Change of the PurchaserBusiness; (bii) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the material Company’s and its Subsidiaries’ assets of the Purchaser (whether or not covered by insurance); (ciii) neither the Purchaser Company nor a Subsidiary has not (iA) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securitiesstock, or (iiB) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities, other than pursuant to Company repurchase rights at cost or lower arising upon termination of service by any employee, director or consultant; (div) except for Company Options listed on Section 2.3 of the Disclosure Schedule, neither the Company nor a Subsidiary has sold, issued or authorized the issuance of (i) any shares of capital stock or other security, (ii) any option or right to acquire any shares of capital stock or any other security, or (iii) any instrument convertible into or exchangeable for any shares of capital stock or other security of the Company or a Subsidiary, as the case may be; (v) the Purchaser Company has not purchased amended or otherwise waived any of its rights under, or permitted the acceleration of vesting under, (i) any provision of the Company Stock Plan, or (ii) any provision of any agreement evidencing any outstanding Company Equity Award; (vi) there has been no amendment to the Company’s Memorandum of Association or Articles of Association, and the Company has not effected or been a party to any Business Combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (vii) the Company has not formed any subsidiary or acquired any equity interest or other interest in any other Entity; (viii) the Company has not made any individual capital expenditure over Fifty Thousand Dollars ($50,000); (ix) neither the Company nor a Subsidiary has materially amended or prematurely terminated, or waived any material right or remedy under, any Contract; (x) neither the Company nor a Subsidiary has (i) acquired, leased or licensed any material right or other material asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (eii) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferreddisposed of, or leased or licensed, any material right or other material asset to any other Person, or (iii) waived or relinquished any material right, except for rights or assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with the Company’s or such Subsidiary’s past practices; (hxi) neither the Purchaser Company nor a Subsidiary has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (ixii) neither the Purchaser Company nor a Subsidiary has not made any loan pledge or advance to any other Person; (j) no Contract by which the Purchaser or charge of any of the its assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise permitted any of its assets to become subject to any LiabilityLiens, other than Liabilities incurred by the Purchaser in bona fide transactions entered into except for pledges or charges made in the Ordinary Course ordinary course of Businessbusiness and consistent with the Company’s or such Subsidiary’s past practices and which have been duly entered on the Company’s or such Subsidiary’s Register of Charges or its equivalent; (lxiii) neither the Purchaser Company nor a Subsidiary has not discharged (i) lent money to any Encumbrance Person (other than pursuant to routine travel and other business-related advances made to employees in the ordinary course of business), or discharged (ii) incurred or paid guaranteed any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Businessborrowed money; (mxiv) neither the Purchaser Company nor a Subsidiary has not forgiven (i) established or adopted any debt Plan, or otherwise released (ii) paid any bonus or waived increased the amount of wages, salary, commissions, fringe benefits or compensation payable to, any right of its directors, officers or claim other than in employees outside of the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (nxv) the Purchaser Company has not changed any of its methods of accounting or accounting practices in any material respect; (oxvi) neither the Purchaser Company nor a Subsidiary has made any Tax election (other than in its ordinary course of business consistent with the Company’s or such Subsidiary’s past practices); (xvii) neither the Company nor a Subsidiary has commenced or settled any Legal Proceeding, or received any written notice that any Person was commencing or threatening to commence a Legal Proceeding involving the Company or a Subsidiary; (xviii) neither the Company nor a Subsidiary has entered into any material transaction or taken any other material action outside the ordinary course of business or inconsistent with the Company’s or such Subsidiary’s past practices; (xix) there has not occurred any increase in or modification of the compensation or benefits payable or to become payable by the Company to any of its directors, officers, employees or consultants (other than increases in the base salaries of employees who are not officers in an amount that does not exceed ten percent (10%) of such base salaries), any material modification of any “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code and Internal Revenue Service Notice 2005-1, and the Company has not entered into any transaction Contract to grant or taken provide (nor has granted any) severance, acceleration of vesting or other similar benefits to any other action outside the Ordinary Course of Business;such Persons; and (pxx) neither the Purchaser Company nor a Subsidiary has not agreed, agreed or committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "“(iii)” through “(xix)” above. (b) The Company has made available to Acquirer any documents requested by Acquirer relating to indebtedness, loan and other financial facilities available to the Company, and the Company has not received any notice that the continuance of any of those facilities might be materially adversely affected or prejudiced. (c)" through "(o)" above; and) As of the date hereof, neither the Company nor a Subsidiary is in default under, or in breach of, any of the material terms of any loan capital, borrowing, debenture or financial facility of the Company or such Subsidiary. (qd) As of the Purchaser date hereof, neither the Company nor a Subsidiary is, nor has paid and discharged its obligations and liabilities the Company or a Subsidiary agreed to become, bound by any guarantee, indemnity, surety or similar commitment which has not be reflected in the Ordinary Course Company Financials. (e) As of Businessthe date hereof, except as set forth in Section 2.7(e) of the Disclosure Schedule, the Company does not have any credit cards issued in its own name or that of any officer or employee of the Company or any person connected with any officer or employee. (f) Neither the Company nor a Subsidiary has received any grants, allowances, loans or financial aid of any kind from any government departmental or other board, body, agency or authority which may become liable to be refunded or repaid in whole or in part. (g) Neither the Company nor a Subsidiary has engaged in financing of a type which is not required to be, or has not been, shown or reflected in the Company Financials.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure ScheduleSchedule 3.10, since December 31November 30, 2004: 1999, (a) there the Business has not been any adverse change inoperated in the ordinary course consistent with past practices, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser; (b) there has not been any lossMaterial Adverse Change with respect to the Business and to the knowledge of the Company or the Stockholders, damage there has not been any event or destruction tocondition which, with the passage of time, the giving or receipt of notice or the occurrence or nonoccurrence of any other circumstance, action or event, that would reasonably be expected to constitute a Material Adverse Change with respect to the Business, (c) there has not been any material deterioration of relations between the Company or its Subsidiaries and their suppliers or Personnel and (d) to the knowledge of the Stockholders or the Company there has been no threatened Material Adverse Change with respect to the Company and its Subsidiaries taken as a whole or any event or condition which, with the passage of time, the giving or receipt of notice or the occurrence or nonoccurrence of any other circumstance, action or event, that would reasonably be expected to result in a threatened Material Adverse Change with respect to the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, except as set forth in Schedule 3.10, the Company and its Subsidiaries have not: (i) sold, assigned, leased or transferred any of their Assets, material singly or in the aggregate to the Company and its Subsidiaries taken as a whole, other than Inventory sold or disposed of in the ordinary course of business, consistent with past practice, to persons who are not Affiliates of the Company for fair consideration; (ii) canceled or terminated, or amended, modified or waived any interruption in the use material term of, any Material Contract; (iii) (A) increased the compensation payable or to become payable to any of its directors or officers, (B) increased the base compensation payable or to become payable to any of its Personnel who are not directors or officers, except for normal periodic increases in such base compensation (not exceeding, in each case, 5%) in the ordinary course of business, consistent with past practice, (C) increased any sales commission rate, bonus or other compensation based on sales payable or to become payable to any of its Personnel who are not directors or officers, (D) granted, made or accrued any loan, bonus, severance, termination or continuation fee, incentive compensation (excluding sales commissions), service award or other like benefit, to or for the benefit of any of its Personnel, except pursuant to the Employee Plans set forth in Schedule 3.21, (E) adopted, amended or caused or suffered any addition to or modification of any Employee Plan, other than (1) contributions made in the ordinary course of business, consistent with past practice or (2) the extension of coverage to any of its Personnel who became eligible after the date of this Agreement, (F) granted any additional stock options or performance unit grants or other interest under any Employee Plan, (G) entered into any new employment or consulting agreement or caused or suffered any written or oral termination, cancellation or amendment of any such employment or consulting agreement to which it is a party (except with respect to any employee at will without a written agreement), (H) entered into any collective bargaining agreement or caused or suffered any termination or amendment of any collective bargaining agreement to which it is a party or (I) with respect to any shareholder of the material assets Company or any Affiliate of any shareholder, granted, made or accrued any payment or distribution or other like benefit, contingently or otherwise, or otherwise transferred Assets, including any payment of principal of or interest on any debt owed to any such shareholder or Affiliate, other than (1) any payments to such person in the ordinary course of business in his capacity as an employee of the Purchaser Company or any of its Subsidiaries and (2) any transactions between the Company and its Subsidiaries, in the ordinary course of business and on an arms' length basis; (iv) made any capital expenditure or any commitment to make any capital expenditure in excess of $50,000 in the aggregate; (v) except in the ordinary course of business, executed (A) any Lease for real property or (B) any Lease for personal property involving annual payments in excess of $17,500, or, with respect to clauses (A) and (B) of this clause (v), offered to execute any Lease or incurred any liability therefor; (vi) made any payments or given any other consideration to customers or suppliers, other than payments under, and in accordance with the terms of, Contracts in effect on the date hereof and other than in the ordinary course of business consistent with past practice; (vii) changed its accounting methods, principles or practices, including any change in the application or interpretation of GAAP; (viii) suffered any damage, destruction or casualty loss (whether or not covered by insurance) affecting its physical properties that exceeded $17,500 in any one instance or $87,500 in the aggregate; (A) issued or sold, or entered into any agreement obligating it to issue or sell, (B) declared, set aside for payment or paid dividends or distributions in respect of, or (C) directly or indirectly redeemed, purchased or otherwise acquired, or split, combined, reclassified or otherwise adjusted, any class or series of capital stock or any securities convertible into or exchangeable for capital stock; (A) incurred any indebtedness for borrowed money or entered into any commitment to borrow money or (B) incurred any obligations for any performance bonds, payment bonds, bid bonds, surety bonds, letters of credit, guarantees or similar instruments; (xi) changed or amended its Certificate or Articles of Incorporation or Bylaws; (xii) (A) acquired (by merger, consolidation, acquisition of stock, other securities or assets or otherwise), (B) made a capital investment (whether through the acquisition of an equity interest, the making of a loan or advance or otherwise) in or (C) guaranteed indebtedness for borrowed money of, (1) any Person or (2) any portion of the assets of any Person that constitutes a division or operating unit of such Person; (xiii) mortgaged or pledged, or otherwise made or suffered any Encumbrance (other than any Permitted Encumbrance) on, any material Asset or group of Assets that are material in the aggregate; (xiv) revalued any of their Assets, including any write-off of notes, accounts receivable or fixed Assets, or any increase in any reserve (other than in the ordinary course of business consistent with past practice), involving in excess of $17,500 individually or $87,500 in the aggregate (such amounts to be calculated without netting any decrease); (cxv) the Purchaser has not (i) declared, accrued, set aside granted any license or paid any dividend or made any other distribution in respect sublicense of any shares of capital stock material rights under or other securities, or (ii) repurchased, redeemed or otherwise reacquired with respect to any shares of capital stock or other securitiesIntellectual Property; (dxvi) amended, cancelled or suffered termination of any License or Permit that is material to the Purchaser has not purchased Company or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Businessits Subsidiaries; (exvii) the Purchaser has not leased canceled, waived or licensed released any asset from right or claim (or series of related rights or claims) (A) owed, directly or indirectly, by any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferredofficer, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser director or any of the assets owned Stockholders to the Company or used any of its Subsidiaries or (B) owed by any other Person to the Purchaser are Company or were bound, any of its Subsidiaries involving in excess of $10,000 individually or under which $50,000 in the Purchaser have or had any rights or interest, has been amended or terminatedaggregate; (kxviii) the Purchaser has not incurred, assumed or otherwise become subject to made any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into material change in the Ordinary Course policies of Business;employment; or (lxix) the Purchaser has not discharged any Encumbrance committed, or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreedContract, committed or offered (in writing or otherwise) to take do any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessforegoing.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure Schedule, since Since December 31, 2004: 2005 the Purchased Business has been carried on only in the ordinary and normal course consistent with past practice and there has not been: (a) there has not been any material adverse change in, and no event has occurred that might have an adverse effect on, in the business, conditioncondition (financial or otherwise), assets, liabilities, operations, financial performance earnings, business or net income prospects of the Purchaser; Purchased Business; (b) there has not been any lossdamage, damage destruction or destruction to, or any interruption in the use of, any of the material assets of the Purchaser loss (whether or not covered by insurance); ) affecting the Purchased Assets; (c) any obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by the Purchaser has not Vendor in connection with the Purchased Business, other than those incurred in the ordinary and normal course of the Purchased Business and consistent with past practice; (d) any payment, discharge or satisfaction of any Encumbrance, liability or obligation of the Vendor in relation to the Purchased Business or the Purchased Assets (whether absolute, accrued, contingent or otherwise, and whether due or to become due) other than payment of accounts payable and tax liabilities incurred in the ordinary and normal course of business consistent with past practice; (e) any labor trouble adversely affecting the Purchased Business or the Purchased Assets; (f) any license, sale, assignment, transfer, disposition, pledge, mortgage or granting of a security interest or other Encumbrance on or over any Purchased Assets; (g) any write-down of the value of any inventory or any write-off as uncollectible of any accounts or notes receivable or any portion thereof relating to the Purchased Business in amounts exceeding $100,000 in each instance or $250,000 in the aggregate; (h) any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value to the Purchased Business in amounts exceeding $100,000 in each instance or $250,000 in the aggregate; (i) declared, accrued, set aside or paid any dividend or made any other distribution general increase in respect the compensation of any shares of capital stock Employee (including any increase pursuant to any Vendor Employee Plan or other securitiescommitment), or (iiany increase in any such compensation or bonus payable to any Employee, consultant or agent of the Purchased Business) repurchased, redeemed or otherwise reacquired the execution of any shares Contract of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired employment with any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferredEmployee, or leased the making of any loan to, or licensedengagement in any transaction with, any asset Employee in relation to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; Purchased Business; (j) no Contract any capital expenditures or commitments relating to the Purchased Business or Purchased Assets in excess of $100,000 in the aggregate; (k) any forward purchase commitments in excess of the requirements of the Purchased Business for normal operating inventories or at prices higher than the current market prices; (l) any forward sales commitments other than in the ordinary and normal course of the Purchased Business or any failure to satisfy any accepted order for goods or services; (m) any change in the accounting or tax practices followed by which the Vendor; (n) any change adopted by the Vendor in its depreciation or amortization policies or rates; or (o) any change in the credit terms offered to customers of, or by suppliers to, the Purchased Business. The Vendor will notify the Purchaser of any planned acquisitions or any dispositions of the assets owned belonging to or used by the Purchaser Purchased Businesses that are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other greater than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business$100,000.

Absence of Changes. Except as set forth in Part 3.4 2.4 of the Purchaser Disclosure ScheduleSchedule and except as expressly contemplated by this Agreement, since December July 31, 20042000: (a) there has not been any adverse change in, and no event has occurred that might could reasonably be expected to have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the PurchaserSeller Corporations; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser Seller Corporations (whether or not covered by insurance); (c) the Purchaser has Seller Corporations have not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has Seller Corporations have not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser Seller Corporations in the Ordinary Course of Business; (e) the Purchaser has Seller Corporations have not leased or licensed any asset from any other Person; (f) the Purchaser has Seller Corporations have not made any capital expenditure; (g) the Purchaser has Seller Corporations have not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has Seller Corporations have not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has Seller Corporations have not made any loan or advance to any other Person; (j) the Seller Corporations have not (i) established or adopted any Employee Benefit Plan, or (ii) paid any bonus or made any profit-sharing or similar payment to, or increased the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers, employees or independent contractors; (k) no Contract by which the Purchaser Seller Corporations or any of the assets owned or used by the Purchaser are Seller Corporations is or were was bound, or under which the Purchaser Seller Corporations have or had any rights or interest, has been amended or terminated; (kl) the Purchaser has Seller Corporations have not incurred, assumed or otherwise become subject to any Liability, other than Liabilities accounts payable (of the type required to be reflected as current liabilities in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred by the Purchaser Seller Corporations in bona fide transactions entered into in the Ordinary Course of Business; (lm) the Purchaser has Seller Corporations have not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances accounts payable that (i) are reflected as current liabilities in the "liabilities" column of the Unaudited Interim Balance Sheet or have been incurred by the Seller Corporations since July 31, 2000, in bona fide transactions entered into in the Ordinary Course of Business, and (ii) have been discharged or Liabilities paid in the Ordinary Course of Business; (mn) the Purchaser has Seller Corporations have not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Businessclaim; (no) the Purchaser has Seller Corporations have not changed any of its methods of accounting or accounting practices in any respect; (op) the Purchaser has Seller Corporations have not entered into any transaction or taken any other action outside the Ordinary Course of Business;; and (pq) the Purchaser has Seller Corporations have not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(op)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Business.

Absence of Changes. Except as expressly contemplated by this Agreement, or as set forth in Part 3.4 of the Purchaser Disclosure ScheduleSchedule 3.8, since December 31, 2004the Balance Sheet Date: (a) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, Material Adverse Effect with respect to the business, condition, assets, liabilities, operations, financial performance Company or net income of the PurchaserBusiness; (b) there has not been any material loss, damage or destruction to, or any interruption in the use of, any of the material Company’s assets of the Purchaser (whether or not covered by insurance)) other than ordinary wear and tear; (c) neither the Purchaser Company nor the Intermediate Parent on behalf of the Business has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any material asset from (including any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (eIntellectual Property) the Purchaser has not leased or licensed any asset from any other Person; (fd) neither the Purchaser Company nor the Intermediate Parent on behalf of the Business has not leased or licensed any material asset (including any Intellectual Property) from any other Person; (e) neither the Company nor the Intermediate Parent on behalf of the Business has made any capital expenditureexpenditure except for capital expenditures that in the aggregate do not exceed $50,000; (gf) neither the Purchaser Company nor the Intermediate Parent on behalf of the Business has not sold or otherwise transferred, assigned or agreed to assign, or leased or licensed, any asset (including any Intellectual Property) to any other Person; (hg) neither the Purchaser Company nor the Intermediate Parent on behalf of the Business has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtednessIndebtedness; (ih) neither the Purchaser Company nor the Intermediate Parent on behalf of the Business has not made any loan or advance to any other Person; (i) neither the Company nor the Intermediate Parent has made or changed any business practice material to the Company’s Business (in anticipation of the transactions contemplated hereby or otherwise); (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser as set forth in bona fide transactions entered into in the Ordinary Course of Business; (lSchedule 3.8(j) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim and other than in the Ordinary Course ordinary course of Business; (n) business, neither the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) Company nor the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any Intermediate Parent on behalf of the actions referred Business has (i) established, adopted, entered into, modified, amended or terminated any Benefit Plan or increased any benefits or compensation provided thereunder, (ii) paid or granted, as applicable, any cash bonus, performance or other incentive compensation or equity or equity-linked awards, or made any profit sharing or similar payment, to any officer, employee or independent contractor, (iii) hired or terminated any officer, employee or independent contractor, (iv) accelerated the vesting or payment of any compensation or benefits under any Benefit Plan (other than as required under such Benefit Plan pursuant to the terms of such Benefit Plan in clauses "existence as of the date hereof), or (c)" through "(o)" above; and (qv) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course established or increased, or committed to establish or increase, any salary, wage rate or other compensation or benefits of Business.any officer, employee or independent contractor;

Absence of Changes. Except as contemplated by this Agreement or as set forth in Part 3.4 Section 3.6 of the Purchaser Company Disclosure ScheduleSchedule and except as and to the extent publicly disclosed in the Company SEC Reports prior to the date hereof, since December 31the Company Balance Sheet Date, 2004the Company and its subsidiaries have conducted their business in the ordinary and usual course consistent with past practice and there has not been: (a) there has not been any adverse change inevent, occurrence or development which had or is reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaserits subsidiaries taken as a whole; (b) there has not been any lossdeclaration, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser has not (i) declared, accrued, set setting aside or paid payment of any dividend or made any other distribution in respect of any shares of capital stock of the Company or (except to the Company or other subsidiaries) any subsidiary, any split, combination or reclassification of any shares of capital stock of the Company or any subsidiary, or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any Company or subsidiary securities; (c) any amendment or change to the certificate of incorporation or bylaws of the Company or any amendment of any term of any outstanding security of the Company -11- 21 or any of its subsidiaries that would materially increase the obligations of the Company or any such subsidiary under such security; (d) (i) any incurrence or assumption by the Company or any subsidiary of any indebtedness for borrowed money other than under existing credit facilities (or any renewals, replacements or extensions that do not increase the aggregate commitments thereunder) except (A) in the ordinary and usual course of business consistent with past practice or (B) in connection with any acquisition or capital expenditure permitted by Section 5.1, or (ii) repurchasedany guarantee, redeemed or otherwise reacquired any shares of capital stock endorsement, or other securities; incurrence or assumption of liability (dwhether directly, contingently or otherwise) by the Purchaser has not purchased Company or otherwise acquired any asset from of its subsidiaries for the obligations of any other Personperson (other than any wholly owned subsidiary of the Company), except for supplies acquired by the Purchaser other than in the Ordinary Course ordinary and usual course of Businessbusiness consistent with past practice; (e) any creation or assumption by the Purchaser has not leased Company or licensed any of its subsidiaries of any Lien on any material asset from of the Company or any of its subsidiaries other Personthan in the ordinary and usual course of business consistent with past practice; (f) any making of any loan, advance or capital contribution to or investment in any person by the Purchaser has not made Company or any of its subsidiaries other than (i) any acquisition permitted by Section 5.1, (ii) loans, advances or capital expenditurecontributions to or investments in wholly owned subsidiaries of the Company, (iii) loans or advances to employees of the Company or any of its subsidiaries in the ordinary course of business consistent with past practice or (iv) extensions of credit to customers in the ordinary course of business consistent with past practice; (g) any contract or agreement entered into by the Purchaser has not sold Company or otherwise transferred, any of its subsidiaries on or leased or licensed, any asset prior to the date hereof relating to any material acquisition or disposition of any assets or business, other Personthan contracts or agreements in the ordinary and usual course of business consistent with past practice and those contemplated by this Agreement; (h) any modification, amendment, assignment, termination or relinquishment by the Purchaser has not written off as uncollectibleCompany or any of its subsidiaries of any contract, or established any extraordinary reserve with respect to, any account receivable license or other indebtednessright (including any insurance policy naming it as a beneficiary or a loss payable payee) that is reasonably expected to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole; (i) any material change in any method of accounting or accounting principles or practice by the Purchaser has not made Company or any loan or advance to of its subsidiaries, except for any other Personsuch change required by reason of a change in GAAP; (j) no Contract by which any (i) grant of any severance or termination pay to any director, officer or employee of the Purchaser Company or any of its subsidiaries exceeding the assets owned amounts set forth in the Company's severance plans or used by agreements listed in Sections 3.13(a) or 3.18 of the Purchaser are or were boundCompany Disclosure Schedule; (ii) entering into of any employment, or under which the Purchaser have or had any rights or interest, has been amended or terminated;deferred (k) any change or amendment of the Purchaser has not incurredcontracts, assumed salaries, wages or otherwise become subject to other compensation of any Liabilityofficer, director, employee, agent or other similar representative of the Company or any of its subsidiaries whose annual cash compensation exceeds $100,000 other than Liabilities incurred by the Purchaser changes or amendments that do not and will not result in bona fide transactions entered into increases of more than five percent in the Ordinary Course salary, wages or other compensation of Businessany such person; (l) any adoption, entering into, amendment, alteration or termination of (partially or completely) any Benefit Plan or Employee Arrangement except as contemplated by this Agreement or to the Purchaser has not discharged any Encumbrance extent required by applicable Law or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of BusinessGAAP; (m) any entering into of any contract with an officer, director, employee, agent or other similar representative of the Purchaser has Company or any of its subsidiaries that is not forgiven any debt terminable, without penalty or otherwise released or waived any right or claim other liability, upon not more than in the Ordinary Course of Business;60 calendar days' notice; or (n) the Purchaser has not changed any (i) making or revoking of its any material election relating to Taxes, (ii) settlement or compromise of any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or (iii) change to any material methods of accounting reporting income or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessdeductions for federal income tax purposes.

Absence of Changes. Except as set forth in Part 3.4 of Since the Purchaser Disclosure Schedule, since December 31, 2004Balance Sheet Date: (a) there There has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser; (b) there has not been any material loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser Company (whether or not covered by insurance)) which would reasonably be expected to have a Material Adverse Effect; (cb) the Purchaser The Company has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or of the Company, other securitiesthan distributions to the shareholders of the Company to cover the federal and state tax liabilities of the shareholders associated with Peach's Subchapter S election under the Code, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock of the Company; (c) The Company has not sold, issued or other securitiesauthorized the issuance of (i) any capital stock of the Company or any Subsidiary, (ii) any option or right to acquire any capital stock of the Company or any Subsidiary, or (iii) any instrument convertible into or exchangeable for any capital stock of the Company or any Subsidiary; (d) There has been no amendment to the Purchaser Company's articles of incorporation or bylaws, and the Company has not effected or been a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (e) The Company has not acquired any equity interest in any other Entity; (f) Except for raw materials and inventory acquired in the ordinary course of Business and except for capital expenditures, the Company has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser with a value in the Ordinary Course excess of Business$50,000; (eg) the Purchaser The Company has not leased or licensed any asset from any other Personwith a value in excess of $50,000; (fh) the Purchaser The Company has not made any capital expenditureexpenditure which, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, exceeds $100,000, except for capital expenditures made in accordance with the 2004 Capital Expenditure Budget included in Schedule 2.4(h) (which schedule also sets forth all capital expenditures in the 2004 Capital Expenditure Budget which as of the date hereof have not been made, but for which the Company has made contractual commitments); (gi) the Purchaser The Company has not sold or otherwise transferred, or leased or licensed, any asset to any other Personor assets with a value in excess of $50,000; (hj) the Purchaser The Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any indebtedness in an amount in excess of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated$100,000; (k) the Purchaser The Company has not incurredmade any pledge of any of its assets, assumed or otherwise permitted any of its assets to become subject to any LiabilityEncumbrance, other than Liabilities incurred by the Purchaser in bona fide transactions entered into except for pledges of assets made in the Ordinary Course ordinary course of Businessbusiness; (l) the Purchaser The Company has not discharged (i) lent money to any Encumbrance Person (other than pursuant to routine travel advances and similar payments made to employees in the ordinary course of business), or discharged (ii) incurred or paid guaranteed any indebtedness or other Liability, for borrowed money except for Encumbrances discharged or Liabilities paid routine borrowings in the Ordinary Course ordinary course of Businessbusiness under the ▇▇▇▇▇▇ Trust Line of Credit; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser The Company has not changed any of its methods of accounting or accounting practices in any respect; (n) The Company has not made any Tax election; (o) the Purchaser The Company has not entered into commenced or settled any transaction or taken any other action outside the Ordinary Course of Businessmaterial Legal Proceeding; (p) Neither the Purchaser Company nor, to the Company's knowledge, any of its shareholders have been contacted for a tax audit in any way related to the Company or its operations by either the IRS or by any state tax authority, except as disclosed on Schedule 2.5(p); (q) Other than as reflected on Section 2.11 of the Company Disclosure Schedule, there have been no transactions or series of related transactions with a value in excess of $10,000 between the Company and a Related Party; (r) There has not agreedbeen any (A) general or uniform increase in the rates of pay or benefits to officers, committed directors or offered (in writing or otherwise) to take any employees of the actions referred Company (collectively, the "COMPANY PERSONNEL"), (B) payment of any special bonus or grant of any increase in salary or benefits to any Company Personnel in clauses "excess of $25,000, individually or $100,000 in the aggregate or (c)C) entering into, or amendment to, any non-"at will" through "employment, change in control, collective bargaining or severance agreement; (o)" aboves) There has not been any failure to operate the Business in the ordinary course; (t) There has not been any cancellation or termination of, or any failure to renew or maintain in full force and effect, insurance coverage of the Company; (u) There has not been any Material Adverse Effect; and (qv) There has not been any agreement or commitment by the Purchaser has paid and discharged Company or, to the knowledge of the Company, any of its obligations and liabilities in shareholders, to do any of the Ordinary Course of Businessforegoing.

Absence of Changes. Except as set forth in Part 3.4 of the Purchaser Disclosure ScheduleSince January 1, since December 31, 20042025: (a) there the Business has not been any adverse change in, and no event has occurred that might have an adverse effect on, conducted solely in the business, condition, assets, liabilities, operations, financial performance or net income of the PurchaserOrdinary Course; (b) there has not been any losschange in the conduct, damage or destruction tofinancial condition, business, prospects, or any interruption operations of Seller, the Business, the assets that are used, held for use, or acquired and developed for use in the use ofBusiness, any or the Liabilities relating to the Business that resulted, or would reasonably be expected to result, in a material adverse effect on the Business, the Contributed Assets, or the condition, prospects, or results of the material assets operations (financial or otherwise) of the Purchaser (whether or not covered by insurance)Seller, taken as whole; (c) the Purchaser has not (i) declared, accrued, set aside Residuals or paid any dividend or made any other distribution in respect of Contributed Assets have not been subjected to any shares of capital stock or Liens (other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesthan Permitted Liens); (d) except as set forth on Section 4.8(d) to the Purchaser Seller Disclosure Letter, there has not purchased been a termination of, or otherwise acquired receipt by any asset from Party of any other Personwritten notice to terminate or threat to terminate, except for supplies acquired by the Purchaser in the Ordinary Course of Businessany Revenue Agreement or Subagent Contract; (e) the Purchaser there has not leased been any material change in any method of accounting or licensed any asset from any other Personaccounting practice of Seller; (f) the Purchaser there has not made been a cancellation or waiver of any capital expenditureclaims or rights relating to the Contributed Assets involving an amount in excess of $5,000 for any given month; (g) except as set forth on Section 4.8(g) to the Purchaser Seller Disclosure Letter, there has not sold been any amendment to or otherwise transferred, or leased or licensed, any asset to any other Personrestatement of the governing documents of Seller; (h) the Purchaser there has not written off as uncollectiblebeen any increase in the compensation, salaries, commissions, or established wages payable or to become payable to any extraordinary reserve with respect todirector, officer, employees, independent contractors, or agents of Seller who perform services for the benefit of the Business or whose compensation is reflected on the Interim Financial Statements, including any account receivable bonus or other indebtednessemployee benefit granted, made, or accrued in respect of such directors, officers, employees, independent contracts, or agents; (i) the Purchaser there has not made been any loan sale, lease, grant, or advance to other transfer or disposition of any properties or assets of Seller that constitute (or would have constituted) Contributed Assets, other Personthan in the Ordinary Course; (j) no Seller has not entered into any amendment or early termination of any material Contract by which the Purchaser or any release or waiver of any material claims or rights in respect of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminatedBusiness; (k) except as set forth on Section 4.8(k) to the Purchaser Seller Disclosure Letter, there has not incurredbeen any settlement or compromise of any litigation involving Seller (or involving any Principal as it relates to the Business), assumed whether or otherwise become subject not commenced prior to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of BusinessClosing; (l) the Purchaser there has not discharged been any Encumbrance failure to pay or discharged or paid satisfy within 30 days when due any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in Liability of Seller relating to the Ordinary Course of Business; (m) the Purchaser Seller has not forgiven sold, assigned, transferred, abandoned, or permitted to lapse any debt or otherwise released or waived consents, permits, licenses, authorizations, and approvals of Governmental Authorities and other Persons; (n) no Seller Party has entered into any right or claim other material transaction with respect to the Business, other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect;Course; and (o) the Purchaser Seller has not entered into any transaction changed its policies or taken any other action outside the Ordinary Course practices with regard to cash management, collection of Business; (p) the Purchaser has not agreedreceivables, committed payment of payables, maintenance of inventory, pricing, or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businesscredit.

Absence of Changes. Except as set forth out in Part 3.4 of the Purchaser Disclosure Schedule, since December 31, 2004Borrower Public Record or otherwise disclosed to the Lender: (ai) each of the Borrower Entities has conducted its business only in the ordinary and regular course of business consistent with past practice; (ii) no Borrower Entity has incurred or suffered a change that would have a Material Adverse Effect; (iii) no Borrower Entity has effected any amendment to, or proposed to amend, its Organizational Documents; (iv) there has not been any adverse change inacquisition or agreement to acquire by amalgamating, and no event has occurred that might have an adverse effect onmerging, consolidating or entering into a business combination with, purchasing substantially all the businessassets of or otherwise acquiring, conditionany business or any corporation, assetspartnership, liabilitiesassociation or other business organization or division thereof, operations, financial performance or net income of which transaction would be material to the PurchaserBorrower; (bv) there has not been any lossDisposition by any of the Borrower Entities; (vi) other than in the ordinary and regular course of business consistent with past practice (and, damage with respect to any period from and after the date of this Agreement, in compliance with this Agreement), there has not been any incurrence, assumption or destruction toguarantee by any Borrower Entity of any debt for borrowed money, any creation or assumption by any Borrower Entity of any Encumbrance, any making by any Borrower Entity of any loan, advance or capital contribution to or investment in, or any interruption Financial Assistance provided by any Borrower Entity or any entering into, amendment of, relinquishment, termination or non-renewal by a Borrower Entity of any Contract or other right or obligation that would, individually or in the use ofaggregate, have a Material Adverse Effect; (vii) the Borrower has not effected or passed any resolution or agreed to any subdivision, consolidation, redemption, purchase, offer to purchase or any other acquisition or reclassification of any of the material assets Common Shares, declaration or payment of any Restricted Payment or reduction in the stated capital in respect of the Purchaser Common Shares; (viii) other than in the ordinary and regular course of business consistent with past practice, there has not been, nor has any Borrower Entity agreed to, any material increase in or modification of the compensation payable to or to become payable by any Borrower Entity to any of its directors, officers, employees, consultants or similar service providers or any grant to any such director, officer, employee, consultant or similar service provider of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including the granting of options or other securities pursuant to any incentive plan) made to, for or with any of such directors, officers, employees, consultants or similar service providers; (ix) no Borrower Entity has incurred any damage, destruction or loss, whether or not covered by insurance), that could reasonably be expected to have a Material Adverse Effect; (cx) the Purchaser Borrower has not (i) declaredeffected any material change in its accounting methods, accrued, set aside principles or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" abovepractices; and (qxi) the Purchaser Borrower has paid and discharged its obligations and liabilities in the Ordinary Course of Businessnot adopted, or materially amended, any collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

Absence of Changes. Except as set forth in Part 3.4 on Section 4.8 of the Purchaser Parent Disclosure Schedule, since December between March 31, 20042023 and the date of this Agreement, Parent has conducted its business only in the Ordinary Course of Business (except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto) and there has not been any (x) Parent Material Adverse Effect or (y) actions to do any of the following: (a) there has not been any adverse change indeclare, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (whether or not covered by insurance); (c) the Purchaser has not (i) declared, accruedaccrue, set aside or paid pay any dividend dividend, or made make any other distribution in respect of any shares of its capital stock or repurchase, redeem, or otherwise reacquire any shares of its capital stock or other securitiessecurities (except for shares of Parent Common Stock from terminated employees, directors or consultants of Parent in accordance with agreements in effect on the date of this Agreement providing for the repurchase of shares at no more than the purchase price thereof in connection with any termination of services to Parent or any of its Subsidiaries); (b) except as required to give effect to anything in contemplation of the Closing, amend any of its Organizational Documents, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated Transactions; (iic) repurchasedlend money to any Person, redeemed (B) incur or otherwise reacquired guarantee any shares of indebtedness for borrowed money or (C) make any commitment for capital stock or other securitiesexpenditure; (d) the Purchaser has waive, settle or compromise any pending or threatened Legal Proceeding against Parent or any of its Subsidiaries, other than waivers, settlements or agreements (A) for an amount not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in excess of $100,000 in the Ordinary Course aggregate (excluding amounts to be paid under existing insurance policies or renewals thereof) and (B) that do not impose any material restrictions on the operations or businesses of Business;Parent or its Subsidiaries, taken as a whole, or any equitable relief on, or the admission of wrongdoing by Parent or any of its Subsidiaries; or (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferredagree, resolve, or leased or licensed, any asset commit to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or do any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" above; and (q) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessforegoing.

Absence of Changes. Except as otherwise set forth on Schedule 4.6 hereto or otherwise disclosed to and acknowledged by Buyer in Part 3.4 of writing prior to the Purchaser Disclosure ScheduleClosing, since December 31, 2004inception: (a) there There has not been any material adverse change in, and no event has occurred that might have an adverse effect on, in the business, condition, assets, liabilitiesoperations or prospects of Seller and no event has occurred that is reasonably likely to have a material adverse effect on the business, operationscondition, financial performance assets, operations or net income prospects of the Purchaser;Seller. (b) there Seller has not repurchased, redeemed or otherwise reacquired any of its membership interests or other securities. (c) Seller has not sold or otherwise issued any of its shares of common stock. (d) Seller has not amended its articles of organization, operating agreement or other charter or organizational documents, nor has it effected or been a party to any merger, recapitalization, reorganization or similar transaction. (e) Seller has not formed any subsidiary or contributed any funds or other assets to any subsidiary. (f) Seller has not purchased or otherwise acquired any material assets, nor has it leased any assets from any other person, except in the ordinary course of business consistent with past practice. (g) Seller has not made any capital expenditure outside the ordinary course of business or inconsistent with past practice. (h) Seller has not sold or otherwise transferred any material assets to any other person, except in the ordinary course of business consistent with past practice and at a price equal to the fair market value of the assets transferred. (i) There has not been any material loss, damage or destruction to, or any interruption in the use of, to any of the material assets properties or Assets of the Purchaser Seller (whether or not covered by insurance);. (cj) the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser in the Ordinary Course of Business; (e) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser Seller has not written off as uncollectibleuncollectible any indebtedness or accounts receivable, except for write offs that were made in the ordinary course of business consistent with past practice. (k) Seller has not leased any assets to any other person except in the ordinary course of business consistent with past practice and at a rental rate equal to the fair rental value of the leased assets. (l) Seller has not mortgaged, pledged, hypothecated or otherwise encumbered any assets, except in the ordinary course of business consistent with past practice. (m) Seller has not entered into any contract, or established incurred any extraordinary reserve with respect todebt, any account receivable liability or other indebtedness; obligation (whether absolute, accrued, contingent or otherwise), except for (i) contracts that were entered into in the Purchaser ordinary course of business consistent with past practice and that have terms of less than six (6) months and do not contemplate payments by or to Seller which will exceed, over the term of the contract, ten thousand dollars ($10,000) in the aggregate, and (ii) current liabilities incurred in the ordinary course of business consistent with the past practice. (n) Seller has not made any loan or advance to any other Person;person, except for advances that have been made to customers in the ordinary course of business consistent with past practice and that have been properly reflected as "accounts receivables." (jo) no Contract Other than annual raises or bonuses paid or provided consistent with past business practices and not exceeding $2,500. (p) Seller has not paid any bonus to, or increased the amount of the salary, fringe benefits or other compensation or remuneration payable to, any of the managers, officers or employees of Seller. (q) No contract or other instrument to which Seller is or was a party or by which the Purchaser Seller or any of the its assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, bound has been amended or terminated;, except in the ordinary course of business consistent with past practice. (kr) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser Seller has not discharged any Encumbrance lien or discharged or paid any indebtedness indebtedness, liability or other Liabilityobligation, except for Encumbrances current liabilities that (i) are reflected in the Seller Financial Statements as of October 31, 2017 or have been incurred since October 31, 2017_in the ordinary course of business consistent with past practice, and (ii) have been discharged or Liabilities paid in the Ordinary Course ordinary course of Business;business consistent with past practice. (ms) the Purchaser Seller has not forgiven any debt or otherwise released or waived any right or claim other than claim, except in the Ordinary Course ordinary course of Business;business consistent with past practice. (nt) the Purchaser Seller has not changed any of its methods of accounting or its accounting practices in any respect;. (ou) the Purchaser Seller has not entered into any transaction or taken any other action outside the Ordinary Course ordinary course of Business;business or inconsistent with past practice. (pv) the Purchaser Seller has not agreed, agreed or committed (orally or offered (in writing or otherwisewriting) to take do any of the actions referred to things described in clauses "(c)" b) through "(o)" above; and (qt) the Purchaser has paid and discharged its obligations and liabilities in the Ordinary Course of Businessthis Section 4.6.

Absence of Changes. Except as set forth disclosed to Champignon in Part 3.4 of writing prior to the Purchaser Disclosure Scheduledate hereof, since December March 31, 20042020: (ai) AltMed and any AltMed Subsidiary have conducted their business only in the ordinary and regular course of business consistent with past practice; (ii) neither AltMed nor any AltMed Subsidiary have incurred or suffered a Material Adverse Change; (iii) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance acquisition or net income sale by AltMed or any AltMed Subsidiary of the Purchaserany material property or assets thereof; (biv) other than in the ordinary and regular course of business consistent with past practice, there has not been any lossincurrence, damage assumption or destruction to, guarantee by AltMed or any interruption AltMed Subsidiary of any debt for borrowed money, any creation or assumption by AltMed or any AltMed Subsidiary of any Encumbrance, any making by AltMed or its Subsidiary of any loan, advance or capital contribution to or investment in any other Person or any entering into, amendment of, relinquishment, termination or non-renewal by AltMed or any AltMed Subsidiary of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the use ofaggregate, any of the material assets of the Purchaser (whether or not covered by insurance)have a Material Adverse Effect on AltMed; (cv) the Purchaser AltMed has not (i) declared, accrued, set aside declared or paid any dividend dividends or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesthe AltMed Shares; (dvi) the Purchaser AltMed has not purchased effected or otherwise acquired passed any asset from resolution to approve a split, consolidation or reclassification of any other Person, except for supplies acquired by of the Purchaser in the Ordinary Course of Businessoutstanding AltMed Shares; (evii) the Purchaser has not leased or licensed any asset from any other Person; (f) the Purchaser has not made any capital expenditure; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course ordinary and regular course of Businessbusiness consistent with past practice, there has not been any material increase in or modification of the compensation payable by AltMed or any AltMed Subsidiary to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants; (nviii) the Purchaser AltMed has not changed effected any of material change in its methods of accounting methods, principles or accounting practices practices, other than as disclosed in any respect; (o) the Purchaser has not entered into any transaction or taken any other action outside the Ordinary Course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" aboveAltMed Financial Statements; and (qix) the Purchaser AltMed has paid and discharged its obligations and liabilities in the Ordinary Course of Businessnot adopted any, or amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

Absence of Changes. Except as set forth expressly provided for in Part 3.4 of the Purchaser Disclosure Schedulethis Agreement, since December 31, 2004the Ultravisual Reference Date: (a) there has not been any adverse no change in, and no event has occurred that might have an adverse effect on, in the business, condition, assets, liabilitiesproperties, debts, borrowings, Liabilities, affairs, results of operations, condition (financial performance or net income otherwise), or cash flows of Ultravisual or its relationships with suppliers, customers, employees, lessors or others, other than changes in the Purchaserordinary course of business, none of which have had or will have, individually or in the aggregate, a material adverse effect; (b) there has not been any lossno damage, damage destruction or destruction to, or any interruption in the use of, loss to any of the material assets or properties of the Purchaser (Ultravisual, whether or not covered by insurance); (c) Ultravisual has conducted its business in the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiesordinary course and consistent with prior practices; (d) the Purchaser no debt, borrowing or Liability of Ultravisual has not purchased been discharged or otherwise acquired any asset from any satisfied, other Person, except for supplies acquired by the Purchaser than in the Ordinary Course ordinary course of Businessbusiness and consistent with prior practice; (e) the Purchaser Ultravisual has not leased discontinued or licensed determined to discontinue the sale of any asset from any other Personmaterial products or services previously sold; (f) there has been no sale, transfer, lease or other disposition of any material asset or assets of Ultravisual, except in the Purchaser ordinary course of business, and no material debt to, or claim or right of, Ultravisual has not made any capital expenditurebeen canceled, compromised, waived or released; (g) the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Purchaser has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Purchaser has not made any loan or advance to any other Person; (j) no Contract by which the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminated; (k) the Purchaser has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by the Purchaser in bona fide transactions entered into in the Ordinary Course of Business; (l) the Purchaser has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course of Business; (m) the Purchaser has not forgiven any debt or otherwise released or waived any right or claim other than in the Ordinary Course of Business; (n) the Purchaser has not changed any of its methods of accounting or accounting practices in any respect; (o) the Purchaser Ultravisual has not entered into any transaction agreement, contract, lease or taken any other action license outside the Ordinary Course ordinary course of Business; (p) the Purchaser has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(o)" abovebusiness; and (qh) Ultravisual has not delayed or postponed the Purchaser has paid payment of any accounts payable and discharged its obligations other debts, borrowings or Liabilities outside the ordinary course of business, and liabilities all notes and accounts receivable relating to Ultravisual have been collected in the Ordinary Course ordinary course of Businessbusiness.

Absence of Changes. Except Since the Asset Schedule Date and except as set forth in Part 3.4 on Section 5.21 of the Purchaser Disclosure Schedule, since December 31, 2004: : (ai) Seller or its Affiliates have conducted the Businesses in the ordinary course; (ii) there has not been any adverse change inchange, and no event or development that, individually or in the aggregate, has occurred that might had or would reasonably be expected to have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser; a Material Adverse Effect; (biii) there has not been any no loss, damage or destruction to, or any interruption in the use of, any of the material assets of the Purchaser (Purchased Assets, whether or not covered by insurance); and (iv) Seller has not: (a) issued, sold, pledged, disposed of or otherwise subjected to any Lien (other than a Permitted Lien) any Purchased Assets or Refinery Real Property Interests, other than (i) sales or transfers of inventory in the ordinary course or (ii) sales of immaterial amounts of Tangible Personal Property to unrelated third parties for fair value; (b) incurred or issued any debt or assumed, guaranteed or endorsed, or otherwise become responsible for, the obligations of any Person, or made any loans or advances, in each case affecting the Businesses or the Purchased Assets, except in the ordinary course of business; (c) amended, waived, modified or consented to the Purchaser has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect termination of any shares of capital stock or other securitiesMaterial Contract, or (ii) repurchasedamended, redeemed waived, modified or otherwise reacquired consented to the termination of Seller’s rights thereunder, or entered into any shares Material Contract in connection with the Businesses or the Purchased Assets, in each case, other than in the ordinary course of capital stock or other securitiesbusiness; (d) authorized, or made any commitment with respect to, any capital expenditures, whether paid or unpaid, for the Purchaser has not purchased Businesses that are (i) individually in excess of $100,000 or otherwise acquired any asset from any other Person, except for supplies acquired by the Purchaser (ii) in the Ordinary Course aggregate in excess of Businessone hundred and ten percent (110%) of the forecasted expenditure as set forth in the fiscal year 2025 budget of the applicable Business prepared by Seller and made available to Purchaser on or prior to the date hereof (each, a “Budget”), on a pro rata basis for the elapsed portion of time from the Asset Schedule Date to the date hereof; (e) caused the Purchaser has not leased Businesses to acquire any corporation, partnership, limited liability company, other business organization or licensed division thereof or any asset from material amount of assets (other than the purchase of assets in the ordinary course of business), or caused the Businesses to enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement, other Personthan in the ordinary course of business; (f) entered into any lease of real or personal property or any renewals thereof in connection with the Purchaser has not made any capital expenditureBusinesses; (g) entered into any easements or other encumbrances (excluding any Permitted Liens) with respect to the Purchaser has not sold or otherwise transferred, or leased or licensed, any asset to any other PersonRefinery Real Property Interests; (h) (i) increased the Purchaser compensation payable or to become payable or the benefits provided to the employees involved with the Businesses, except (A) in the ordinary course of business or for normal merit and cost-of-living increases consistent with past practice in salaries or wages of such employees who receive less than $75,000 in total annual cash compensation from Seller or (B) as required under any existing agreement or Seller Plan that has not written off as uncollectiblebeen made available to Purchaser, (ii) other than in the ordinary course of business, granted any severance or termination payment to, or established paid, loaned or advanced any extraordinary reserve with respect amount to, any account receivable employees involved in the Businesses (excluding reimbursement of expenses in connection with travel or other indebtednessbusiness-related expenses incurred in the ordinary course of business), or (iii) established, adopted, entered into or amended any Seller Plan, except as required by applicable Law; (i) entered into any Contract with any of its Affiliates in connection with or affecting the Purchaser has not made any loan Businesses or advance to any the Purchased Assets other Personthan in the ordinary course of business; (j) no Contract except as required by which applicable Law, made, revoked or modified any Tax election, settled or compromised any material Tax liability or filed any Tax Return relating to the Purchaser or any of the assets owned or used by the Purchaser are or were bound, or under which the Purchaser have or had any rights or interest, has been amended or terminatedBusinesses other than on a basis consistent in all material respects with past practice; (k) paid, discharged or satisfied any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) relating to the Purchaser has not incurred, assumed Businesses or otherwise become subject to any Liabilitythe Purchased Assets, other than Liabilities incurred by the Purchaser in bona fide transactions entered into (i) any claim, liability or obligation having a value less than $50,000 (individually or in the Ordinary Course aggregate) or (ii) the payment, discharge or satisfaction of Businesssuch liabilities or obligations in the ordinary course of business; (l) canceled, compromised, waived or released any right or claim relating to the Purchaser has not discharged Businesses or the Purchased Assets, other than (A) any Encumbrance such rights or discharged claims having a value less than $50,000 (individually or paid any indebtedness or other Liability, except for Encumbrances discharged or Liabilities paid in the Ordinary Course aggregate) or (B) in the ordinary course of Businessbusiness; (m) permitted the Purchaser has not forgiven lapse of any debt existing Insurance Policy relating to the Businesses or otherwise released or waived any right or claim other than in the Ordinary Course of BusinessPurchased Assets without obtaining comparable substitute insurance coverage; (n) permitted the Purchaser has not changed lapse of any of its methods of accounting or accounting practices in right relating to any respectowned and material Seller Intellectual Property; (o) accelerated the Purchaser has not entered into collection of or discounted any transaction accounts receivable, delayed the payment of liabilities that would become Assumed Liabilities or deferred expenses, reduced Inventories or otherwise taken any other action outside actions intended to increase cash on hand in connection with the Ordinary Course Businesses, in each case except in the ordinary course of Businessbusiness; (p) commenced or settled any Action relating to the Purchaser has not agreedBusinesses, committed the Purchased Assets or offered the Assumed Liabilities (excluding any such settlements that involve only the payment of money and less than $50,000, individually or in writing or otherwise) to take any of the actions referred to in clauses "(caggregate)" through "(o)" above; andor (q) announced an intention, entered into any formal or informal agreement, or otherwise made a commitment to do any of the Purchaser has paid and discharged its obligations and liabilities foregoing in the Ordinary Course of Businessthis Section 5.21.