Common use of Certain Changes Clause in Contracts

Certain Changes. Since December 31, 2012, the Seller has conducted, and the Shareholders have caused the Seller to conduct, the Business in the Ordinary Course of Business, to preserve intact their respective business organizations and relationships with third parties and to keep available the services of their respective present officers and employees. Without limiting the generality of the foregoing, except as set forth on Schedule 4.8, since December 31, 2012: (a) Seller has not entered into any agreement, contract, lease or license involving in excess of $10,000; (b) no party has accelerated, terminated, modified or cancelled any material agreement, contract, lease or license to which Seller is a party or by which it is bound; (c) Seller has maintained their properties and other assets in accordance with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levels; (d) Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and in the Ordinary Course of Business; (e) Seller has not adopted or proposed any change to its charter or bylaws; (f) Seller has not purchased, leased or otherwise acquired, or sold, leased, licensed, transferred, assigned or otherwise disposed of, any of such Seller’s assets, tangible or intangible, having a value in excess of $10,000; (g) Seller has not approved, committed to make, or made any capital expenditure in excess of $10,000; (h) Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in the Ordinary Course of Business; (i) Seller has not imposed any Liens upon any of such Seller’s assets, tangible or intangible; (j) Seller has not cancelled, compromised, waived or released any right or claim involving more than $10,000; (k) Seller has not increased the compensation of any director, officer or employee of the Seller other than in the Ordinary Course of Business; (l) Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (m) Seller has not adopted, amended, modified, terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan; (n) Seller has not made any loan to, or entered into any other transaction with, any Shareholder or Seller’s directors, officers, employees or Affiliates; (o) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (p) Seller has not issued, sold, pledged, disposed of or encumbered, or authorized the issuance, sale, pledge, disposition or encumbrance of, any securities of Seller, any securities convertible into or exchangeable for securities of Seller, or options, warrants or other rights to acquire from Seller any securities of Seller or securities convertible into, exchangeable for or exercisable for securities of Seller; (q) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock; (r) there has not occurred a Material Adverse Effect; and (s) Seller has not committed to, or entered into an agreement to do, any of the foregoing.

Certain Changes. Since December May 31, 20122007, the Seller has conductedconducted the Business solely in the ordinary course consistent with past practices, and the Shareholders have caused the Seller has used reasonable efforts to conduct, preserve the Business in and the Ordinary Course of Business, to preserve intact their respective business organizations and relationships with third parties and to keep available the services of their respective present officers and employeesBusiness Assets. Without limiting the generality of the foregoing, except as set forth on specifically listed in the relevant subsection of Schedule 4.84.10 or as expressly permitted by this Agreement, since December May 31, 20122007, with respect to the Business and the Business Assets, there has not been any: (a) Seller event or circumstance that has not entered into any agreementhad or could reasonably be expected to have, contractindividually or in the aggregate, lease or license involving in excess of $10,000a Material Adverse Effect; (b) no party has accelerateddamage, terminateddestruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to the Business or the Business Assets, modified or cancelled any material agreementin the aggregate, contract, lease or license to which Seller is a party or by which it is boundof more than Seventy-Five Thousand Dollars ($75,000); (c) Seller has maintained their properties and other assets in accordance with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levelsrevaluation or write-down of any of the Business Assets; (d) Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and entry into any Material Contract, amendment of any Material Contract other than in the Ordinary Course ordinary course of Businessbusiness, or termination of any Material Contract; (e) change in accounting principles, methods or practices of Seller, or in the manner Seller has not adopted keeps its books and records, or proposed any change by Seller of its current practices with regard to its charter sales, backlog, customer ▇▇▇▇▇▇▇▇, receivables, payables or bylawsaccrued expenses; (f) Seller has not purchasedacquisition or disposal of assets used or held for use in the Business (except in bona fide, leased or otherwise acquired, or sold, leased, licensed, transferred, assigned or otherwise disposed of, any arms length transactions entered into in the ordinary course of such Seller’s assets, tangible or intangible, having a value in excess of $10,000business consistent with past practice); (g) Seller has not approvedcapital expenditures exceeding, committed to makeindividually or in the aggregate, or made any capital expenditure in excess of Fifty Thousand Dollars ($10,00050,000); (h) Seller has not issued change in any note, bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt pricing practices (other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practices); (i) Seller has not imposed settlement or compromise in any Liens upon any of such Seller’s assets, tangible or intangibleProceeding involving more than Twenty Five Thousand Dollars ($25,000); (j) Seller has not cancelledaction that, compromisedif taken during the period from the date of this Agreement through the Closing Date, waived or released any right or claim involving more than $10,000;would constitute a Breach of Section 6.01; or (k) Seller has not increased the compensation of any director, officer or employee of the Seller other than in the Ordinary Course of Business; (l) Seller has not entered into any employment contract or collective bargaining agreement, written undertaking or oralunderstanding by Seller to do, or modified the terms of any such existing contract or agreement; (m) Seller has not adopted, amended, modified, terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan; (n) Seller has not made any loan to, or entered into any other transaction with, any Shareholder or Seller’s directors, officers, employees or Affiliates; (o) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (p) Seller has not issued, sold, pledged, disposed of or encumbered, or authorized the issuance, sale, pledge, disposition or encumbrance of, any securities of Seller, any securities convertible into or exchangeable for securities of Seller, or options, warrants or other rights to acquire from Seller any securities of Seller or securities convertible into, exchangeable for or exercisable for securities of Seller; (q) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired, either directly or indirectly, any of its capital stock; the things described in the preceding clauses (ra) there has not occurred a Material Adverse Effect; and through (s) Seller has not committed to, or entered into an agreement to do, any of the foregoingj).

Certain Changes. Since December October 31, 20122024, the Seller Company has conducted, and the Shareholders have caused the Seller to conduct, conducted the Business in the Ordinary Course ordinary course of Business, business consistent with past practices and has used commercially reasonable efforts to preserve intact their respective business organizations the Business and relationships with third parties and to keep available the services of their respective present officers and employeesits assets. Without limiting the generality of the foregoing, except as set forth on specifically listed in the relevant subsection of Schedule 4.84.12, since December October 31, 20122024, there has not been any: (a) Seller event or circumstance that has not entered into any agreementhad, contractindividually or in the aggregate, lease or license involving in excess of $10,000a Material Adverse Effect; (b) no party has accelerateddamage, terminateddestruction or loss (whether or not covered by insurance) that resulted in or would reasonably be expected to result in losses, modified or cancelled any material agreementin the aggregate, contract, lease or license to which Seller is a party or by which it is boundof more than $50,000; (c) Seller has maintained their properties and other assets in accordance with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levelsrevaluation or write-down of any of the Company’s assets; (d) Seller has paid all accounts payable and collected all accounts receivable amendment of any Material Contract or termination of any Contract that, were it still in effect as of the date hereof, would be a commercially reasonable manner and in the Ordinary Course of BusinessMaterial Contract; (e) Seller has not adopted other than resulting from the Conversion, change in accounting principles, methods or proposed practices, or in the manner of keeping books and records, or any change in practices with regard to its charter receivables, payables, sales, reserves, Inventory, or bylawsInventory valuation; (f) Seller has not purchased, leased or otherwise acquired, or sold, leased, licensed, transferred, assigned or otherwise disposed of, any of such Seller’s assets, tangible or intangible, having a value in excess of $10,000; (g) Seller has not approved, committed to make, or made any capital expenditure in excess of $10,000; (h) Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in connection with the Ordinary Course of Business; (i) Seller has not imposed any Liens upon any of such Seller’s assetsConversion, tangible or intangible; (j) Seller has not cancelled, compromised, waived or released any right or claim involving more than $10,000; (k) Seller has not increased the compensation of any director, officer or employee of the Seller other than in the Ordinary Course of Business; (l) Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (m) Seller has not adopted, amended, modified, terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan; (n) Seller has not made any loan to, or entered into any other transaction with, any Shareholder or Seller’s directors, officers, employees or Affiliates; (o) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (p) Seller has not issued, sold, pledged, disposed of or encumbered, or authorized the issuance, sale, pledge, sale or disposition or encumbrance of, of any securities of SellerCompany, grant of any securities convertible into or exchangeable for securities of Seller, or options, warrants or other rights to acquire from Seller (including upon conversion, exchange or exercise) any securities of Seller Company, or securities convertible intoredemption, exchangeable for purchase or exercisable for acquisition of any securities of SellerCompany or amendment or change to any of Company’s Organizational Documents or making of any other payment to Company’s securityholders (or any Affiliates of such securityholders); (qg) Seller has not declared(i) grant of any severance, set aside continuation or paid termination pay to any dividend Covered Employee; (ii) entering into of any employment (other than standard offer letters), deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Covered Employee; (iii) material increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any Covered Employee; (iv) increase in compensation, bonus or other benefits payable or potentially payable to any Covered Employee, other than routine increases in compensation consistent with Company’s past practices; (v) material change in the terms of any bonus, pension, insurance, health or other benefit plan applicable to Covered Employees, other than customary annual adjustments and modifications initiated by the vendors providing of such benefits; or (vi) representation that Company or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing; (h) acquisition or disposal of assets in an amount exceeding $50,000 individually or $100,000 in the aggregate (except purchases and sales of Inventory in bona fide, arms-length transactions entered into in the ordinary course of business consistent with past practice); (i) promotional, sales or discount or other activity outside the ordinary course of business intended to have the effect of accelerating sales prior to the Closing that would otherwise be expected to occur subsequent to the Closing; (j) capital expenditures, or commitments for capital expenditures, exceeding, individually or for any group of related expenditures, $25,000; (k) made or revised any distribution Tax election (other than with respect to its capital stock the Conversion), adopted or changed any Tax accounting method, failed to timely file any Tax Return, amended any Tax Return, waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, or settled or compromised any Tax liability; (whether l) (i) to Seller’s Knowledge, any initiation of any Proceeding or (ii) any settlement or compromise of any Proceeding; (m) any change in cash Company credit policies, practices or limits, other than changes made with respect to specific customers in kindthe ordinary course of business; or (n) or reclassifiedagreement to do, combined, split, subdivided, redeemed, purchased or otherwise acquired, either directly or indirectly, any of its capital stock; the things described in the preceding clauses (rc) there has not occurred a Material Adverse Effect; and through (s) Seller has not committed to, or entered into an agreement to do, any of the foregoingm).

Certain Changes. Since Except as set forth in Schedule 4.13, since December 31, 20122014, Company has, in all material respects, conducted its affairs in the Seller has conductedordinary course of business consistent with past practices, and the Shareholders have caused the Seller has used commercially reasonable efforts to conduct, preserve the Business in the Ordinary Course of Business, to preserve intact their and its respective business organizations and relationships with third parties and to keep available the services of their respective present officers and employeesassets. Without limiting the generality of the foregoing, except as set forth on specifically listed in the relevant subsection of Schedule 4.84.13, since December 31, 20122014, there has not been any: (a) Seller event or circumstance that has not entered into any agreementhad or could reasonably be expected to have, contractindividually or in the aggregate, lease or license involving in excess of $10,000a Material Adverse Effect; (b) no party has accelerateddamage, terminateddestruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses, modified or cancelled any material agreementin the aggregate, contract, lease or license to which Seller is a party or by which it is boundof more than Fifty Thousand Dollars ($50,000); (c) Seller has maintained their properties and amendment, termination or threatened termination of any Material Contract other assets than in accordance the ordinary course of the Business, consistent with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levelspast practices; (d) Seller has paid all accounts payable and collected all accounts receivable change in a commercially reasonable manner and accounting principles, methods or practices, or in the Ordinary Course manner of Businesskeeping books and records, or any change in practices with regard to receivables, payables, sales, Inventory, or Inventory valuation; (e) Seller has not adopted (i) grant of any severance, continuation or proposed termination pay to any Covered Employee; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Covered Employee or any associate of the foregoing; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any Covered Employee or any associate of any of the foregoing; (iv) increase in compensation, bonus or other benefits payable or potentially payable to any Covered Employee or any associate of any of the foregoing; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan applicable to its charter Covered Employees; or bylaws(vi) representation that Company or Buyer would continue to maintain or implement any benefit plan or would continue to employ any Covered Employee after the Effective Time; (f) Seller has not purchasedacquisition or disposal by the Company of any assets material to the Company’s Business (except in bona fide, leased or otherwise acquired, or sold, leased, licensed, transferred, assigned or otherwise disposed of, any arms-length transactions entered into in the ordinary course of such Seller’s assets, tangible or intangible, having a value in excess of $10,000business consistent with past practice); (g) Seller has not approvedcapital expenditures exceeding, committed to makeindividually or in the aggregate, or made any capital expenditure in excess of Fifty Thousand Dollars ($10,00050,000); (h) Seller has not issued change in any note, bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt pricing practices (other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practices); (i) Seller has not imposed settlement or compromise of any Liens upon any of such Seller’s assetsclaim, tangible suit or intangibleProceeding; (j) Seller has not cancelled, compromised, waived or released any right or claim involving more declarations of unpaid dividends by Company (other than $10,000in the ordinary course of business consistent with past practices); (k) Seller has not increased the compensation of any directorchange in credit policies, officer practices or employee of the Seller limits (other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practices); (l) Seller has not entered into any employment contract or collective bargaining agreementmaking, written or oralchange, or modified the terms revocation of any such existing contract Tax election; settlement or agreementcompromise of any Tax claim or Liability; or waiver or extension statute of limitations in respect of Taxes or period within which an assessment or reassessment of Taxes may be issued; (m) Seller has not adopted, amended, modified, terminated any Lien (other than Permitted Liens) created or taken arising with respect to the assets of the Company or the Real Property or any action Share Encumbrance created or arising with respect to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit PlanShares; (n) Seller has not made any loan torevocation, termination or entered into material reduction, actual or threatened, of any other transaction with, any Shareholder Permits or Seller’s directors, officers, employees or Affiliates;utilities; or (o) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (p) Seller has not issued, sold, pledged, disposed of or encumbered, or authorized the issuance, sale, pledge, disposition or encumbrance of, any securities of Seller, any securities convertible into or exchangeable for securities of Seller, or options, warrants or other rights commitment to acquire from Seller any securities of Seller or securities convertible into, exchangeable for or exercisable for securities of Seller; (q) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock; (r) there has not occurred a Material Adverse Effect; and (s) Seller has not committed to, or entered into an agreement to do, do any of the foregoing.

Certain Changes. Since December 31, 20122022, the Seller has conducted, and the Shareholders have caused the Seller to conduct, conducted the Business in all material respects in the Ordinary Course ordinary course of Businessbusiness consistent with past practices, and has used commercially reasonable efforts to preserve intact their respective business organizations the Business and relationships with third parties and to keep available the services of their respective present officers and employeesits assets. Without limiting the generality of the foregoing, except as set forth on specifically listed in the relevant subsection of Schedule 4.84.12, since December 31, 20122022, there has not been any: (a) Seller event or circumstance that has not entered into any agreementhad or could reasonably be expected to have, contractindividually or in the aggregate, lease or license involving in excess of $10,000a Material Adverse Effect; (b) no party has accelerateddamage, terminateddestruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses, modified or cancelled any material agreementin the aggregate, contract, lease or license to which Seller is a party or by which it is boundof more than $25,000; (c) Seller has maintained their properties and other assets in accordance with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levelsrevaluation or write-down of any of assets; (d) Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and amendment or termination of any Material Contract other than in the Ordinary Course ordinary course of the Business, consistent with past practices; (e) Seller has not adopted material change in accounting principles, methods or proposed practices, or in the manner of keeping books and records, or any change in practices with regard to its charter receivables, payables, sales, reserves, Inventory, or bylawsInventory valuation; (f) Seller has not purchased(i) grant of any severance, leased continuation or otherwise acquiredtermination pay to any Covered Employee; (ii) entering into of any employment, deferred compensation or soldother similar agreement (or any amendment to any such existing agreement) with any Covered Employee or any associate of the foregoing; (iii) increase in benefits payable or potentially payable under any severance, leased, licensed, transferred, assigned continuation or otherwise disposed of, termination pay policies or employment agreements with any Covered Employee or any associate of any of such the foregoing; (iv) increase in compensation, bonus or other benefits payable or potentially payable to any Covered Employee or any associate of any of the foregoing, other than routine annual increases in compensation consistent with Seller’s assetspast practices; (v) change in the terms of any bonus, tangible pension, insurance, health or intangible, having a value other benefit plan applicable to Covered Employees in excess of $10,00020,000 individually or $50,000 in the aggregate; (vi) representation made by Seller outside of the ordinary course of business that Seller would continue to maintain or implement any benefit plan or would continue to employ any Covered Employee after the Closing, or (vii) representation made by Seller that Buyer would continue to maintain or implement any benefit plan or would continue to employ any Covered Employee after the Closing; (g) Seller has not approvedacquisition or disposal of assets (except in bona fide, committed to make, or made any capital expenditure arms-length transactions entered into in excess the ordinary course of $10,000business consistent with past practice); (h) Seller has not issued capital expenditures exceeding, individually or for any notegroup of related expenditures, bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in the Ordinary Course of Business$25,000; (i) Seller has not imposed any Liens upon initiation, settlement or compromise of any of such Seller’s assets, tangible or intangiblematerial Proceeding; (j) any material change in Seller has not cancelledcredit policies, compromisedpractices or limits, waived or released any right or claim involving more other than $10,000;changes made with respect to specific customers in the ordinary course of business; or (k) Seller has not increased the compensation of any directoragreement to do, officer or employee of the Seller other than in the Ordinary Course of Business; (l) Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (m) Seller has not adopted, amended, modified, terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan; (n) Seller has not made any loan to, or entered into any other transaction with, any Shareholder or Seller’s directors, officers, employees or Affiliates; (o) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (p) Seller has not issued, sold, pledged, disposed of or encumbered, or authorized the issuance, sale, pledge, disposition or encumbrance of, any securities of Seller, any securities convertible into or exchangeable for securities of Seller, or options, warrants or other rights to acquire from Seller any securities of Seller or securities convertible into, exchangeable for or exercisable for securities of Seller; (q) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired, either directly or indirectly, any of its capital stock; the things described in the preceding clauses (rc) there has not occurred a Material Adverse Effect; and through (s) Seller has not committed to, or entered into an agreement to do, any of the foregoingj).

Certain Changes. Since December 31April 30, 20122010, the Seller has conductedconducted the Business solely in the ordinary course consistent with past practices, and the Shareholders have caused the Seller has used commercially reasonable efforts to conduct, preserve the Business in and the Ordinary Course of Business, to preserve intact their respective business organizations and relationships with third parties and to keep available the services of their respective present officers and employeesBusiness Assets. Without limiting the generality of the foregoingforegoing sentence, except as set forth on specifically listed in the relevant subsection of Schedule 4.84.10 or as expressly permitted by this Agreement, since December 31April 30, 20122010, with respect to the Business and the Business Assets, there has not been any: (a) Seller event or circumstance that has not entered into any agreementhad or could reasonably be expected to have, contractindividually or in the aggregate, lease or license involving in excess of $10,000a Material Adverse Effect; (b) no party has accelerateddamage, terminateddestruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to the Business or the Business Assets, modified or cancelled any material agreementin the aggregate, contract, lease or license to which Seller is a party or by which it is boundof more than $200,000; (c) Seller has maintained their properties and other assets in accordance with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levelsmaterial revaluation or write-down of any of the Business Assets; (d) Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and entry into any Material Contract, amendment of any Material Contract other than in the Ordinary Course ordinary course of Businessbusiness, or termination of any Material Contract (other than by its terms); (e) material change in accounting principles, methods or practices of Seller has not adopted or proposed any Acquired Subsidiary, or in the manner Seller or any Acquired Subsidiary keeps its books and records, or any material change by Seller or any Acquired Subsidiary of its current practices with regard to its charter sales, backlog, customer ▇▇▇▇▇▇▇▇, receivables, payables or bylawsaccrued expenses; (f) Seller has not purchasedacquisition or disposal of material assets or material property used or held for use in the Business (except in bona fide, leased or otherwise acquired, or sold, leased, licensed, transferred, assigned or otherwise disposed of, any arms length transactions entered into in the ordinary course of such Seller’s assets, tangible or intangible, having a value in excess of $10,000business consistent with past practice); (g) incurrence by Seller has not approved, committed to make, or made any capital expenditure in excess Acquired Subsidiary of $10,000any Debt or refinancing by Seller or any Acquired Subsidiary of any existing Debt; (h) Seller has not issued any notecapital expenditures exceeding, bond individually or other debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in the Ordinary Course of Businessaggregate, $200,000; (i) Seller has not imposed material change in any Liens upon any pricing practices (other than in the ordinary course of such Seller’s assets, tangible or intangiblebusiness consistent with past practices); (j) Seller has not cancelled, compromised, waived settlement or released material compromise in any right or claim Proceeding involving more than $10,000100,000; (k) Seller has not increased the compensation payment of any director, officer material Liability or employee discharge or satisfaction of the Seller any material Lien (other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practices) or cancellation of any Debts owed to the Seller or any Acquired Subsidiary or claims of the Seller or any Acquired Subsidiary or waiver of rights, in each case, of any material value; (l) Seller has not entered into any employment contract or collective bargaining agreementaction that, written or oralif taken during the period from the date of this Agreement through the Closing Date, or modified the terms would constitute a Breach of any such existing contract or agreement;Section 6.01; or (m) agreement, undertaking or understanding by Seller has not adopted, amended, modified, terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan; (n) Seller has not made any loan to, or entered into any other transaction with, any Shareholder or Seller’s directors, officers, employees or Affiliates; (o) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets ofAcquired Subsidiary to do, any other Person; (p) Seller has not issued, sold, pledged, disposed of or encumbered, or authorized the issuance, sale, pledge, disposition or encumbrance of, any securities of Seller, any securities convertible into or exchangeable for securities of Seller, or options, warrants or other rights to acquire from Seller any securities of Seller or securities convertible into, exchangeable for or exercisable for securities of Seller; (q) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired, either directly or indirectly, any of its capital stock; the things described in the preceding clauses (ra) there has not occurred a Material Adverse Effect; and through (s) Seller has not committed to, or entered into an agreement to do, any of the foregoingl).

Certain Changes. Since December March 31, 20122008, Seller and each Seller Entity have conducted the Seller has conductedBusiness solely in the ordinary course of business consistent with past practices, and have used commercially reasonable efforts to preserve the Shareholders have caused the Seller to conduct, the Business in the Ordinary Course of Business, to preserve intact their respective business organizations and relationships with third parties and to keep available the services of their respective present officers and employees. Without limiting the generality of the foregoing, except as set forth specifically listed on Schedule 4.85.9, since December 31such date, 2012there has not been, with respect to the Business, any: (a) Seller has not entered into material adverse change in the business, operations, cash flows, affairs, liabilities (contingent or otherwise), results of operation, properties or assets or the condition (financial or otherwise) of the Business, or any agreementevent or circumstance that would, contractindividually or in the aggregate, lease or license involving reasonably be expected to result in excess of $10,000such a material adverse change; (b) no party has accelerateddamage, terminated, modified destruction or cancelled any material agreement, contract, lease loss (whether or license not covered by insurance) that resulted in or could reasonably be expected to which Seller is a party result in losses with respect to the Purchased Assets or by which it is boundthe Business of more than Twenty-five Thousand Dollars ($25,000); (c) Seller has maintained their properties and revaluation or write-down of any of the Purchased Assets or any other assets in accordance or properties associated with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levelsthe Business; (d) Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and amendment or termination of any Material Agreement other than in the Ordinary Course ordinary course of Businessbusiness or as contemplated in this Agreement; (e) change by Seller has not adopted or proposed any Seller Entity in its accounting principles, methods or practices or in the manner it keeps its books and records or any change by Seller or any Seller Entity of its current practices with respect to its charter sales, receivables, payables or bylawsaccrued expenses related to the Business; (f) (i) grant of any material severance, continuation or termination pay to any director, officer, shareholder or employee of Seller has not purchasedor any Seller Entity engaged in the Business; (ii) entering into of any employment, leased deferred compensation or otherwise acquiredother similar agreement (or any amendment to any such existing agreement) with any director, officer, shareholder or soldsenior employee of Seller or any Seller Entity engaged in the Business; (iii) increase in benefits payable or potentially payable under any severance, leasedcontinuation or termination pay policies or employment agreements with any director, licensedofficer, transferredshareholder or employee of Seller or any Seller Entity engaged in the Business; (iv) increase in compensation, assigned bonus or otherwise disposed ofother benefits payable or potentially payable to directors, officers, shareholders or employees of Seller or any Seller Entity engaged in the Business, except for customary increases in employee compensation made in the ordinary course of business and consistent with past practices; or (vi) representation of Seller or any Seller Entity to any employee or former employee of Seller or any Seller Entity engaged in the Business that Buyer would assume, continue to maintain or implement any benefit plan or would continue to employ such Seller’s assets, tangible or intangible, having a value in excess of $10,000employees after the Closing Date; (g) disposal or abandonment of assets including Intangible Assets used or held for use in the Business outside of the ordinary course of business, including any transfer to any affiliate or other division of or within Seller has not approved, committed to make, or made any capital expenditure in excess of $10,000;Seller Entity; or (h) agreement by Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in the Ordinary Course of Business; (i) Seller has not imposed any Liens upon any of such Seller’s assets, tangible or intangible; (j) Seller has not cancelled, compromised, waived or released any right or claim involving more than $10,000; (k) Seller has not increased the compensation of any director, officer or employee of the Seller other than in the Ordinary Course of Business; (l) Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (m) Seller has not adopted, amended, modified, terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan; (n) Seller has not made any loan to, or entered into any other transaction with, any Shareholder or Seller’s directors, officers, employees or Affiliates; (o) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets ofSeller Entity to do, any other Person; (p) Seller has not issued, sold, pledged, disposed of or encumbered, or authorized the issuance, sale, pledge, disposition or encumbrance of, any securities of Seller, any securities convertible into or exchangeable for securities of Seller, or options, warrants or other rights to acquire from Seller any securities of Seller or securities convertible into, exchangeable for or exercisable for securities of Seller; (q) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired, either directly or indirectly, any of its capital stock; the things described in the preceding clauses (ra) there has not occurred a Material Adverse Effect; and through (s) Seller has not committed to, or entered into an agreement to do, any of the foregoingg).

Certain Changes. Since December 31, 20122021, the Seller Company has conducted, and the Shareholders have caused the Seller to conduct, conducted the Business in the Ordinary Course ordinary course of Businessbusiness consistent with past practices, and has used commercially reasonable efforts to preserve intact their respective business organizations the Business and relationships with third parties and to keep available the services of their respective present officers and employeesits assets. Without limiting the generality of the foregoing, except as set forth on specifically listed in the relevant subsection of Schedule 4.84.12, since December 31, 20122021, there has not been any: (a) Seller event or circumstance that has not entered into any agreementhad or could reasonably be expected to have, contractindividually or in the aggregate, lease or license involving in excess of $10,000a Material Adverse Effect; (b) no party has accelerateddamage, terminateddestruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses, modified or cancelled any material agreementin the aggregate, contract, lease or license to which Seller is a party or by which it is boundof more than $50,000; (c) Seller has maintained their properties and other assets in accordance with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levelsrevaluation or write-down of any of assets; (d) Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and in the Ordinary Course amendment or termination of Businessany Material Contract; (e) Seller has not adopted change in accounting principles, methods or proposed practices, or in the manner of keeping books and records, or any change in practices with regard to its charter receivables, payables, sales, reserves, Inventory, or bylawsInventory valuation; (f) Seller has not purchased(i) grant of any severance, leased continuation or otherwise acquiredtermination pay to any Covered Employee; (ii) entering into of any employment, deferred compensation or soldother similar agreement (or any amendment to any such existing agreement) with any Covered Employee or any associate of the foregoing; (iii) material increase in benefits payable or potentially payable under any severance, leased, licensed, transferred, assigned continuation or otherwise disposed of, termination pay policies or employment agreements with any Covered Employee or any associate of any of the foregoing; (iv) increase in compensation, bonus or other benefits payable or potentially payable to any Covered Employee or any associate of any of the foregoing, other than routine increases in compensation consistent with Company’s past practices; (v) material change in the terms of any bonus, pension, insurance, health or other benefit plan applicable to Covered Employees; or (vi) representation that Company or Buyer would continue to maintain or implement any benefit plan or would continue to employ such Seller’s assets, tangible or intangible, having a value in excess of $10,000employee after the Closing; (g) Seller has not approvedacquisition or disposal of assets (except in bona fide, committed to make, or made any capital expenditure arms-length transactions entered into in excess the ordinary course of $10,000business consistent with past practice); (h) Seller has not issued capital expenditures exceeding, individually or for any notegroup of related expenditures, bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in the Ordinary Course of Business$50,000; (i) Seller has not imposed any Liens upon initiation, settlement or compromise of any of such Seller’s assets, tangible or intangibleProceeding; (j) Seller has not cancelledany change in Company credit policies, compromisedpractices or limits, waived or released any right or claim involving more other than $10,000;changes made with respect to specific customers in the ordinary course of business; or (k) Seller has not increased the compensation of any directoragreement to do, officer or employee of the Seller other than in the Ordinary Course of Business; (l) Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (m) Seller has not adopted, amended, modified, terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan; (n) Seller has not made any loan to, or entered into any other transaction with, any Shareholder or Seller’s directors, officers, employees or Affiliates; (o) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (p) Seller has not issued, sold, pledged, disposed of or encumbered, or authorized the issuance, sale, pledge, disposition or encumbrance of, any securities of Seller, any securities convertible into or exchangeable for securities of Seller, or options, warrants or other rights to acquire from Seller any securities of Seller or securities convertible into, exchangeable for or exercisable for securities of Seller; (q) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired, either directly or indirectly, any of its capital stock; the things described in the preceding clauses (rc) there has not occurred a Material Adverse Effect; and through (s) Seller has not committed to, or entered into an agreement to do, any of the foregoingj).

Certain Changes. Since December 31, 20121998, Seller has conducted its business only in the ordinary and usual course and, except as set forth in SECTION 3.5 of the Disclosure Schedule, there has been no Material Adverse Change in the assets, properties, business, operations, prospects, customer, supplier or employee relations, net income or condition (financial or otherwise) of the Division taken as a whole or in the ability of Seller to perform this Agreement, the Seller has conductedAncillary Documents and the transactions contemplated hereby and thereby, and the Shareholders have caused the Seller to conductthere is no event, the Business in the Ordinary Course of Businesscondition, circumstance or prospective development which, to preserve intact their respective business organizations and relationships with third parties and the Seller's knowledge, threatens to keep available the services of their respective present officers and employeescause such a Material Adverse Change. Without limiting the generality of the foregoing, except as set forth on Schedule 4.8specified in SECTION 3.5 of the Disclosure Schedule, since December 31, 2012: (a) Seller 1998, there has not been (i) any Material Adverse Change with respect to the Division, (ii) any material loss or damage (whether or not covered by insurance) to any of the Acquired Assets, which materially affects or impairs the ability of Seller to conduct the business of the Division, or any other event or condition of any character which has materially and adversely affected the business or operation of the Division, (iii) any contract or other transaction entered into any agreementby Seller relating to, contract, lease or license involving in excess of $10,000; (b) no party has accelerated, terminated, modified or cancelled any material agreement, contract, lease or license to which Seller is a party or by which it is bound; (c) Seller has maintained their properties and other assets in accordance with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levels; (d) Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and in the Ordinary Course of Business; (e) Seller has not adopted or proposed any change to its charter or bylaws; (f) Seller has not purchased, leased or otherwise acquiredaffecting in any way, the Division or soldthe operation thereof, leased, licensed, transferred, assigned or otherwise disposed of, any of such Seller’s assets, tangible or intangible, having a value in excess of $10,000; (g) Seller has not approved, committed to make, or made any capital expenditure in excess of $10,000; (h) Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in the Ordinary Course ordinary course of Business; business, (iiv) any sale or transfer of the Acquired Assets, except items of the Inventories which have been sold in the ordinary course of business, or any cancellation of any debts or claims of Seller, except in the ordinary course of business consistent with past practices, (v) any material changes in the terms of any instruments, accounts, notes, Contracts, or other instruments that are Assumed Obligations, except in the ordinary course of business (vi) any changes in the accounting or tax systems, policies or practices of Seller, (vii) any material waiver by Seller has not imposed of any Liens upon rights which have any value, except in the ordinary course of business consistent with past practices or (viii) any transactions out of the ordinary course of business with any of such Seller’s assets's affiliates, tangible (ix) any Liability or intangible; obligation (jwhether directly or by way of guarantee or otherwise) Seller has not cancelled, compromised, waived or released any right or claim involving more than $10,000; (k) Seller has not increased incurred by the compensation of any director, officer or employee of the Seller Division other than in the Ordinary Course ordinary course of Business; (l) Seller has not entered into any employment contract or collective bargaining agreement, written or oralbusiness consistent with past practices, or modified any obligation to repay prematurely any borrowed money, (x) any material change in the credit policies or practices of the Division, (xi) any increases in the rate or terms of compensation (including termination and severance pay) payable or to become payable by the Division to directors, officers or employees, or increases in the rate or terms of any bonus, insurance, pension or other employee benefit plan, program or arrangement made to, for or with any such existing contract directors, officers or agreement; employees, except increases occurring in the ordinary course of business consistent with past practice or as required by applicable law, or any new or amended employment, severance or termination agreement with any such Person, (mxii) Seller any change to any of its business policies, including advertising, licensing, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget and product acquisition policies, in each case, other than in the ordinary course of business and where such change, singly or together with other such changes, has not adoptedhad a Material Adverse Effect on the Division, amended(xiii) any receipt of any advances or prepayments on or prior to the Closing Date with respect to products to be delivered or services to be performed by Purchaser after the Closing Date, modified, terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan (xiv) engaged in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan; (n) Seller has not made any loan to, or entered into any other transaction with, any Shareholder or Seller’s directors, officers, employees or Affiliates; (o) Seller has not made any capital investment in, any loan toother than in the ordinary course of business, or any acquisition of the securities (xv) agreed, in writing or assets oforally, any other Person; (p) Seller has not issued, sold, pledged, disposed of or encumbered, or authorized the issuance, sale, pledge, disposition or encumbrance of, any securities of Seller, any securities convertible into or exchangeable for securities of Seller, or options, warrants or other rights to acquire from Seller any securities of Seller or securities convertible into, exchangeable for or exercisable for securities of Seller; (q) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock; (r) there has not occurred a Material Adverse Effect; and (s) Seller has not committed to, or entered into an agreement to do, do any of the foregoing.

Certain Changes. Since December 31June 30, 20122010, the Seller Company has conductedconducted its business solely in the ordinary course of business consistent with past practices, and the Shareholders have caused the Seller to conduct, the Business in the Ordinary Course of Business, has used its commercially reasonable efforts to preserve intact their respective its business organizations and relationships with third parties its assets and to keep available the services of their respective present officers and employeesproperties. Without limiting the generality of the foregoing, except Except as set forth listed on Schedule 4.83.12, since December 31June 30, 20122010 there has not been any: (a) Seller event or circumstance that has not entered into any agreementhad or could reasonably be expected to have, contractindividually or in the aggregate, lease or license involving in excess of $10,000a Material Adverse Effect; (b) no party has accelerateddamage, terminateddestruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to the Company, modified or cancelled any material agreementin the aggregate, contract, lease or license to which Seller is a party or by which it is boundof more than Fifty Thousand Dollars ($50,000); (c) Seller has maintained their properties and other assets in accordance with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levelsmaterial revaluation or write-down of any of the Company's assets; (d) Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and amendment or termination of any Material Contract other than in the Ordinary Course ordinary course of Businessbusiness or as contemplated in this Agreement; (e) Seller has not adopted change in the accounting methods or proposed any change practices of the Company, other than changes in accordance with Applicable Law, in the manner Company keeps its books or records, or in its current practices with respect to its charter sales, receivables, Inventory, payables or bylawsaccrued expenses; (f) Seller has not purchasedwith respect to any employee, leased director or otherwise acquiredagent of Company (i) grant of any severance, continuation or soldtermination pay to any director, leasedofficer, licensedstockholder or employee of the Company; (ii) entering into of any employment, transferreddeferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, assigned officer, stockholder or otherwise disposed ofemployee of the Company; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements; (iv) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, stockholders or employees of the Company; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of the Company; or (vi) representation by the Company to any employee or former employee of the Company that the Company or Parent would continue to maintain or implement any benefit plan or would continue to employ such Seller’s assets, tangible or intangible, having a value in excess of $10,000employee after the Closing Date; (g) Seller has not approved, committed to make, or made disposal of any capital expenditure in excess assets outside of $10,000the ordinary course of business; (h) Seller has not issued any note, bond waiver by the Company or other the Subsidiary of a valuable right or of a material debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in the Ordinary Course of Businessowed to it; (i) Seller has not imposed sale, assignment or transfer of any Liens upon any of such Seller’s patents, trademarks, copyrights, trade secrets or other intangible assets, tangible or intangible; (j) Seller resignation or termination of employment of any officer or key employee of the Company or the Subsidiary; and the Company has not cancelled, compromised, waived no Knowledge of the impending resignation or released termination of employment of any right such officer or claim involving more than $10,000key employee; (k) Seller has not increased the compensation declaration, setting aside or payment or other distribution in respect of any director, officer or employee of the Seller Shares or other than in securities of the Ordinary Course Company, or any direct or indirect redemption, purchase or other acquisition of Businessany of such stock by the Company; (l) Seller has not entered into any employment contract or collective bargaining agreementmortgage, written or oralpledge, transfer of a security interest in, or modified lien, created by the terms Company or the Subsidiary, with respect to any of any its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ownership or use of such existing contract property or agreementassets; (m) Seller has not adoptedcapital expenditures exceeding, amendedindividually or in the aggregate, modified, terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan;Twenty Five Thousand Dollars ($25,000); or (n) Seller has not made any loan toagreement by the Company to do, or entered into any other transaction with, any Shareholder or Seller’s directors, officers, employees or Affiliates; (o) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (p) Seller has not issued, sold, pledged, disposed of or encumbered, or authorized the issuance, sale, pledge, disposition or encumbrance of, any securities of Seller, any securities convertible into or exchangeable for securities of Seller, or options, warrants or other rights to acquire from Seller any securities of Seller or securities convertible into, exchangeable for or exercisable for securities of Seller; (q) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired, either directly or indirectly, any of its capital stock; the things described in the preceding clauses (ra) there has not occurred a Material Adverse Effect; and through (s) Seller has not committed to, or entered into an agreement to do, any of the foregoingm).