Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. Since September 30, 1998, the Business has been operated only in the ordinary course, consistent with past practice of the Business, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the condition of the Business, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to the Business; (ii) there has been no revocation or change in any contract or permit or right to do business, and, to the best knowledge of the Company, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition of the Business; (iii) the Company has not authorized or made any distributions of, or declared or paid any dividends, upon or with respect to any of the capital stock of the Company, or other equity interests, nor has the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) the Company has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) the Company has not incurred any indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereof; (vi) there has been no waiver by the Company of a valuable right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) the Company has not failed to satisfy or discharge any Lien; (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects of the Business; (ix) there has not been any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of the Company; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company and the Company does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no change in the accounting or tax methods or procedures of the Company or any other transaction involving or development affecting the Business outside the ordinary course of business consistent with past practice; and (xiii) there has been no agreement or commitment by the Company to do or perform any of the acts described in this Section 2.6.

Certain Changes or Events. Since September Except as set forth in Part 2.6 of Schedule 2 hereto, since June 30, 19981999, the Business business of each of the Companies has been operated only in the ordinary course, consistent with past practice of the Businesspractice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the condition Condition of any of the BusinessCompanies, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to the Businessany such Company; (ii) there has been no change of Laws, no revocation or change in any contract Contract or permit Permit or right to do business, andand no other event or occurrence of any character, to the best knowledge of the Companywhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition Condition of the BusinessCompanies, taken as a whole; (iii) the Company has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of the its capital stock of the Companystock, or other equity interests, nor has the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) none of the Company Companies has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) none of the Company Companies has not incurred any indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereofPerson; (vi) there has been no waiver by any of the Company Companies of a valuable material right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) none of the Company Companies has not failed to satisfy or discharge any LienLien (as defined in Section 2.7 below), except in the ordinary course of business and which is not material to the Condition of any such Company (as such business is presently conducted and as it is proposed to be conducted consistent with the Business Plan (as such term is defined in Section 2.23 below)); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects of the Business; (ix) there has not been any no material change in any compensation compensation, arrangement (including, without limitation, benefits) or agreement with any employee employee, director, stockholder or consultant of the Company; Affiliate thereof (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company and the Company does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no change in the accounting or tax methods or procedures of the Company or any other transaction involving or development affecting the Business outside the ordinary course of business consistent with past practiceas defined below); and (xiiiix) there has been no agreement or commitment by any of the Company Companies to do or perform any of the acts described in this Section 2.6. "Affiliate" of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

Certain Changes or Events. Since September 30Other than transactions entered into in connection with the Merger (as defined in Section 2.24), 1998since December 31, 1996 the Business business of the Company has been operated only in the ordinary course, consistent with past practice of the Businesspractice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the condition Condition of the BusinessCompany, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to the BusinessCompany; (ii) there has been no revocation or change in any contract Contract or permit Permit or right to do business, and, to the best knowledge of the Company, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition Condition of the BusinessCompany; (iii) the Company has not authorized or made any distributions of, or declared or paid any dividends, upon or with respect to any of the capital stock of the CompanyCompany or the Subsidiary, or other equity interests, nor has the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) the Company has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) the Company has not incurred any indebtedness Indebtedness for borrowed money or made any loans or advances to any person Person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereof; (vi) there has been no waiver by the Company of a valuable right or of a material debt owed to it, including any right or indebtedness Indebtedness with a value in excess of $50,000; (vii) the Company has not failed to satisfy or discharge any LienLien (as defined in Section 2.7 below); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the BusinessCompany (as such business is presently conducted and as it is proposed to be conducted); (ix) there has not been any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of the Company; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to of the BusinessCompany; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company and the Company Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created or suffered to exist by the Company with respect to any of its material properties or assets, except Liens for taxes not yet due or payable; (xiv) there have been no loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business consistent with past practice; (xv) any change in the accounting accounting, pricing, inventory, credit, financial reporting or tax methods or procedures of the Company or Subsidiary or any other transaction involving or development affecting the Business Company or Subsidiary outside the ordinary course of business consistent with past practice; and (xiiixvi) there has been no agreement or commitment by the Company to do or perform any of the acts described in this Section 2.6.

Certain Changes or Events. Since September 30Except as set forth in Part 2.6 of Schedule 1 and for the merger (the "MERGER") of TSI Maryland with and into TSI on October 31, 19981996 pursuant to the Agreement and Plan of Reorganization of TSI Maryland and TSI dated as of October 16, 1996 and the Business Articles of Merger dated October 18, 1996, complete and correct copies of which have been delivered by TSI to Alcatel, since August 31, 1996 the business of each of the Companies has been operated only in the ordinary course, course and consistent with past practice of the Businesspractice, and and, in addition to, to and not in limitation of the foregoing: (i) there has been no change in the condition Condition of any of the BusinessCompanies, except for changes in the ordinary course of business consistent with past practice which have not been, individually or in the aggregate, materially adverse to the BusinessCompanies taken as a whole; (ii) there has been no change of Laws, no revocation or change in any contract Contract or permit Permit or right to do business, andand no other event or occurrence of any character, whether or not insured against, which has resulted in, or to the best knowledge of the Company, no change of Laws which has resulted, or TSI could reasonably be expected to resultresult in, in a material adverse change in the condition Condition of the BusinessCompanies taken as a whole; (iii) the Company TSI has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of the its capital stock of the Company, or other equity interests, nor has the Company TSI redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) none of the Company Companies has not entered into any material transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) none of the Company Companies has not incurred any indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereofPerson; (vi) there has been no waiver by any of the Company Companies of a valuable right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) none of the Company Companies has not failed to satisfy or discharge any Lien, except in the ordinary course of business and consistent with past practice as to Liens that are not, individually or in the aggregate, material to the Condition of the Companies taken as a whole; (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects of the Business; (ix) there has not been any no material change in any compensation compensation, arrangement (including, without limitation, benefits) or agreement with any employee employee, director, shareholder or consultant of the Company; Affiliate (xas defined below) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company and the Company does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no change in the accounting or tax methods or procedures of the Company or any other transaction involving or development affecting the Business outside the ordinary course of business consistent with past practiceCompany; and (xiiiix) there has been no agreement or commitment by any of the Company Companies to do or perform any of the acts described in this Section 2.6. For purposes of this Agreement, an "AFFILIATE" of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

Certain Changes or Events. Since September 30March 31, 19982002, the Business has been operated only in the ordinary course, consistent with past practice of the Business, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the condition Condition of the BusinessCompany, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to the BusinessCompany; (ii) there has been no change of Laws (as defined in Section 3.12 hereof), no revocation or change in any contract Contract (as defined in Section 3.8 hereof) or permit Permit (as defined in Section 3.12 hereof) or right to do business, andand no other event or occurrence of any character, to the best knowledge of the Companywhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition Condition of the BusinessCompany; (iii) the Company has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of the its capital stock of the Companystock, or other equity interests, nor has the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Except as set forth in Part 3.6 of Schedule 3, the Company has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) except as set forth in Schedule 3 the Company has not incurred any indebtedness Indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereofPerson; (vi) there has been no waiver by the Company of a valuable material right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) the Company has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of the Company (as such business is presently conducted and as it is proposed to be conducted); and (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects of the Business; (ix) there has not been any no material change in any compensation compensation, arrangement (including, without limitation, benefits) or agreement with any employee employee, director, shareholders or consultant Affiliate (as defined below). "Affiliate" of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company; (x) there has not been Person specified and, as to any salePerson that is an individual, assignment or transfer of any patentssuch individual's spouse, trademarksparents, copyrightsgrandparents, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company siblings and the Company does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no change in the accounting or tax methods or procedures of the Company or any other transaction involving or development affecting the Business outside the ordinary course of business consistent with past practice; and (xiii) there has been no agreement or commitment by the Company to do or perform any of the acts described in this Section 2.6lineal descendants.

Certain Changes or Events. Since September 30Other than transactions entered into in connection with this Merger, 1998since October 1, 1997, the Business business of Xxxxx has been operated only in the ordinary course, consistent with past practice of the Businesspractice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the condition Condition of the BusinessXxxxx, except for changes in the ordinary course of business consistent with past practice which have not beenhad, in the aggregate, materially adverse to Materially Adverse Effect on the BusinessCondition of Xxxxx; (ii) there has been no revocation or change in any contract Contract or permit Permit or right to do business, and, to the best knowledge of the CompanyXxxxx, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition Condition of the BusinessXxxxx; (iii) the Company Xxxxx has not authorized or made any distributions of, or declared or paid any dividends, upon or with respect to any of the its capital stock of the Companystock, or other equity interests, nor has the Company Xxxxx redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) the Company Xxxxx has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) the Company Xxxxx has not incurred any indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereofPerson; (vi) there has been no waiver by the Company Xxxxx of a valuable right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) the Company Xxxxx has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of Xxxxx (as such business is presently conducted and as it is proposed to be conducted); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting resulting in a Material Adverse Effect on the condition of the assets, properties, financial condition, operating results, prospects or business of the BusinessXxxxx; (ix) there has not been any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of the CompanyXxxxx; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to the Businessof Xxxxx; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of Xxxxx and Xxxxx, to the Company and the Company best of its knowledge, does not know of the impending resignation or termination of employment of any such officer, employee officer or consultantemployee; (xii) there has been no change in receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Xxxxx; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created by Xxxxx with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the accounting benefit of its employees, officers or tax methods or procedures of the Company directors, or any members of their immediate families, other transaction involving or development affecting the Business outside than travel advances and other advances made in the ordinary course of business consistent with past practiceits business; and (xiiixv) there has been no agreement or commitment by the Company Xxxxx to do or perform any of the acts described in this Section 2.63.6.

Certain Changes or Events. Since September 30Except as set forth in Section 3.6 of the Disclosure Schedule, 1998since December 31, 1996, the Business business of each of the Companies has been operated only in the ordinary course, consistent with past practice of the Businesspractice, and in addition to, and not in limitation of of, the foregoing: (i) there has been no change in the condition Condition of any of the BusinessCompanies, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to the Businessany such Company; (ii) to the best of each Shareholder's knowledge and belief, there has been no change of Laws, no revocation or change in any contract Contract or permit Permit or right to do business, andand no other event or occurrence of any character, to the best knowledge of the Companywhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition Condition of any of the BusinessCompanies; (iii) the Company Singer has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of the its capital stock of the Companystock, or other equity interests, nor has the Company Singer redeemed, purchased or otherwise acquired, or issued or sold, any of its interests, nor has Singer redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interestsinterest; (iv) none of the Company Companies has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) none of the Company Companies has not incurred any indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares Person (other than advances under the Companies' existing lines of the Company on or prior to the date hereof; (vi) there has been no waiver by the Company of a valuable right or of a material debt owed to it, including any right or indebtedness credit with a value its banks made in excess of $50,000; (vii) the Company has not failed to satisfy or discharge any Lien; (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects of the Business; (ix) there has not been any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of the Company; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company and the Company does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no change in the accounting or tax methods or procedures of the Company or any other transaction involving or development affecting the Business outside the ordinary course of business consistent with past practice; and (xiii) there has been no agreement or commitment by the Company to do or perform any total amount of which, as of the acts described in this Section 2.6.date hereof, is set forth on Schedule 2 annexed hereto);

Certain Changes or Events. Since September Except as set forth in Part 2.6 of Schedule 1, since June 30, 19981997, the Business business of each of the Companies has been operated only in the ordinary course, consistent with past practice of the Businesspractice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the condition Condition of any of the BusinessCompanies, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to the BusinessCompanies taken as a whole; (ii) there has been no change of Laws, no revocation or change in any contract Contract or permit Permit or right to do business, andand no other event or occurrence of any character, to the best knowledge of the Companywhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition Condition of the BusinessCompanies taken as a whole; (iii) except as reflected in the Unaudited Financials, the Company has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of the its capital stock of the Companystock, or other equity interests, nor has the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) none of the Company Companies has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice, which is material to the Companies taken as a whole; (v) except as reflected in the Company Unaudited Financials, none of the Companies has not incurred any indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereofPerson; (vi) there has been no waiver by any of the Company Companies of a valuable right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) none of the Company Companies has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of the Companies taken as a whole (as such business is presently conducted and as it is proposed to be conducted); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects of the Business; (ix) there has not been any no material change in any compensation compensation, arrangement (including, without limitation, benefits) or agreement with any employee key employee, director, stockholder or consultant of the Company; Affiliate (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company and the Company does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no change in the accounting or tax methods or procedures of the Company or any other transaction involving or development affecting the Business outside the ordinary course of business consistent with past practiceas defined below); and (xiiiix) there has been no agreement or commitment by any of the Company Companies to do or perform any of the acts described in this Section 2.6. "Affiliate" of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

Certain Changes or Events. Since September June 30, 19982003, the Business has been operated only in the ordinary course, consistent with past practice of the Business, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the condition of the BusinessCompany, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to the BusinessCompany; (ii) there has been no change of Laws (as defined herein), no revocation or change in any contract Contract (as defined herein) or permit Permit (as defined herein) or right to do business, andand no other event or occurrence of any character, to the best knowledge of the Companywhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition Condition of the BusinessCompany; (iii) the Company has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of the its capital stock of the Companystock, or other equity interests, nor has the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Except as set forth in Part 7.6 of Schedule 1 , the Company has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) except as set forth in Part 7.6 of Schedule 1 , the Company has not incurred any indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereofPerson; (vi) there has been no waiver by the Company of a valuable material right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) the Company has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of the Company (as such business is presently conducted and as it is proposed to be conducted); and (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects of the Business; (ix) there has not been any no material change in any compensation compensation, arrangement (including, without limitation, benefits) or agreement with any employee employee, director, shareholders or consultant Affiliate (as defined herein). " Affiliate " of a specified Person shall mean a Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company; (x) there has not been Person specified and, as to any salePerson that is an individual, assignment or transfer of any patentssuch individual's spouse, trademarksparents, copyrightsgrandparents, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company siblings and the Company does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no change in the accounting or tax methods or procedures of the Company or any other transaction involving or development affecting the Business outside the ordinary course of business consistent with past practice; and (xiii) there has been no agreement or commitment by the Company to do or perform any of the acts described in this Section 2.6lineal descendants.

Certain Changes or Events. Since September 30Except as contemplated ------------------------- hereby and as set forth in Schedule 5.14 attached hereto, 1998since December 31, ------------- 2003, through the date hereof, the Business Corporation has been operated only not: (a) incurred any loss (whether or not covered by insurance) with respect to any of its assets which caused a financial loss to the Corporation of Fifty Thousand Dollars ($50,000.00) or more, (b) undertaken any material change in accounting methods, principles or practices except as required by GAAP; (c) redeemed, repurchased or otherwise reacquired any of its equity securities; (d) made any increase in the ordinary coursebenefits under, consistent with past practice of the Businessor established any material bonus, and in addition toinsurance, and not in limitation of the foregoing: (i) there has been no change severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, or effected any increase in the condition compensation payable or to become payable to directors, officers or employees of the Business, except for changes in any of the ordinary course foregoing that are within the Ordinary Course of business consistent with past practice which have not been, in the aggregate, materially adverse to the Business; (iie) there has been no revocation or change in any contract or permit or right to do business, and, to the best knowledge of the Company, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition of the Business; (iii) the Company has not authorized or made any distributions of, or declared or paid any dividends, upon or with respect to any of the capital stock of the Company, or other equity interests, nor has the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) the Company has not entered into any transaction with a value contract (or lease) or any material amendment to any contract (or lease) to which the Corporation is party or by which the Corporation is bound and for which the Corporation's aggregate obligations to pay money thereunder would be in excess of $50,000 or other the Corporation would be obligated for a term in excess of three (3) years; (f) abandoned or permitted to lapse any of the Owned or Licensed Intellectual Property that is material transactionto the Business; (g) permitted, allowed or suffered any of the assets of the Corporation to be subject to any Lien other than any such Liens incurred in the ordinary course Ordinary Course of business and consistent with past practiceBusiness or Liens related to credit agreements in existence on the date hereof, or would not cause a Material Adverse Event; (vh) the Company has not incurred any indebtedness for borrowed money acquired or made any loans investment in (by merger, exchange, consolidation, purchase or advances to otherwise) any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior Person; (i) forgiven any material indebtedness owing to the date hereofCorporation or the waiver or release by the Corporation of any claims or rights of material value; (vij) there has been no waiver by made any loan or advance to, or guarantee for the Company of a valuable right or of a material debt owed to itbenefit of, including any right or indebtedness with a value Person, in an amount in excess of $50,000; (viik) incurred or assumed any liabilities, obligations or indebtedness for borrowed money or guaranteed any such liabilities or indebtedness in an amount in excess of $50,000, other than trade accounts payable incurred in the Company has not failed to satisfy or discharge any Lien; (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects Ordinary Course of the Business; (ixl) there has not been made any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of the Company; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company and the Company does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no change in the accounting or tax methods or procedures of the Company or any other transaction involving or development affecting the Business outside the ordinary course of business consistent with past practice; and (xiii) there has been no agreement or commitment by the Company Corporation to do make any capital expenditure in excess of $25,000 per item or perform any of the acts described in this Section 2.6.$100,000 in

Certain Changes or Events. Since September June 30, 19982001, the Business has been operated only in the ordinary course, consistent with past practice of the Business, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the condition Condition of the BusinessCompany, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to the BusinessCompany; (ii) there has been no change of Laws (as defined in Section 2.12 hereof), no revocation or change in any contract Contract (as defined in Section 2.8 hereof) or permit Permit (as defined in Section 2.12 hereof) or right to do business, andand no other event or occurrence of any character, to the best knowledge of the Companywhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition Condition of the BusinessCompany; (iii) the Company has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of the its capital stock of the Companystock, or other equity interests, nor has the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Except as set forth in part 2.6 of Schedule 1, the Company has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) except as set forth in Schedule 4 the Company has not incurred any indebtedness Indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereofPerson; (vi) there has been no waiver by the Company of a valuable material right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) the Company has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of the Company (as such business is presently conducted and as it is proposed to be conducted); and (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects of the Business; (ix) there has not been any no material change in any compensation compensation, arrangement (including, without limitation, benefits) or agreement with any employee employee, director, shareholders or consultant Affiliate (as defined below). "Affiliate" of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company; (x) there has not been Person specified and, as to any salePerson that is an individual, assignment or transfer of any patentssuch individual's spouse, trademarksparents, copyrightsgrandparents, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company siblings and the Company does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no change in the accounting or tax methods or procedures of the Company or any other transaction involving or development affecting the Business outside the ordinary course of business consistent with past practice; and (xiii) there has been no agreement or commitment by the Company to do or perform any of the acts described in this Section 2.6lineal descendants.

Certain Changes or Events. Since September 30Other than transactions entered into in connection with this Merger, 1998since October 1, 1997, the Business business of Advercomm has been operated only in the ordinary course, consistent with past practice of the Businesspractice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the condition Condition of the BusinessAdvercomm, except for changes in the ordinary course of business consistent with past practice which have not beenhad, in the aggregate, materially adverse to a Material Adverse Effect on the BusinessCondition of Advercomm; (ii) there has been no revocation or change in any contract Contract or permit Permit or right to do business, and, to the best knowledge of the CompanyAdvercomm, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition Condition of the BusinessAdvercomm; (iii) the Company Advercomm has not authorized or made any distributions of, or declared or paid any dividends, upon or with respect to any of the its capital stock of the Companystock, or other equity interests, nor has the Company Advercomm redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) the Company Advercomm has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) the Company Advercomm has not incurred any indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereofPerson; (vi) there has been no waiver by the Company Advercomm of a valuable right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) the Company Advercomm has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of Advercomm (as such business is presently conducted and as it is proposed to be conducted); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially resulting in a Material Adverse Effect on the Condition of Advercomm (as such business is presently conducted and adversely affecting the assets, properties, financial condition, operating results, prospects of the Businessas it is proposed to be conducted); (ix) there has not been any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of the CompanyAdvercomm; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to the Businessof Advercomm; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of Advercomm and Advercomm, to the Company and the Company best of its knowledge, does not know of the impending resignation or termination of employment of any such officer, employee officer or consultantemployee; (xii) there has been no change in receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Advercomm; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created by Advercomm with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Advercomm to or for the accounting benefit of its employees, officers or tax methods or procedures of the Company directors, or any members of their immediate families, other transaction involving or development affecting the Business outside than travel advances and other advances made in the ordinary course of business consistent with past practiceits business; and (xiiixv) there has been no agreement or commitment by the Company Advercomm to do or perform any of the acts described in this Section 2.64.6.