Common use of Certain Changes Clause in Contracts

Certain Changes. Since December 31, 2011, each Seller has conducted the Business solely in the ordinary course of business consistent with past practices, and each Seller has used its commercially reasonable efforts to preserve the Business and its assets and properties. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure Letter, since December 31, 2011, there has not been in respect of the Business or the Purchased Assets any: (a) event or circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction 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 Purchased Assets, in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000); (c) revaluation or write-down of any of the Purchased Assets; (d) amendment or termination of any Material Contract other than in the ordinary course of business, consistent with past practices; (e) change in any accounting principles, methods or practices with respect to the Business or the Purchased Assets, or in the manner any Seller keeps its books and records relating thereto, or any change by a Seller of its current practices with regard to sales, Inventory, or Inventory valuation in the Business; (f) (i) grant of any severance, continuation or 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 of a Seller applicable to Covered Employees; or (vi) representation by any Seller to any employee or former employee that a Seller or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date; (g) acquisition or disposal of assets (except sales of Inventory in bona fide, arms length transactions entered into in the ordinary course of business consistent with past practice); (h) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (i) any change in any pricing practices (other than in the ordinary course of business consistent with past practices); (j) any settlement or compromise of any claim, suit or cause of action involving more than Twenty-Five Thousand Dollars ($25,000); or (k) agreement by a Seller to do, either directly or indirectly, any of the things described in the preceding clauses (c) through (j).

Certain Changes. Since December 31January 1, 20112004, each Seller has conducted and through the Business solely date of this Agreement except as set forth in Schedule 4.3(f) (and provided that no representation or warranty is made with respect to the Transferred Assets or the Excluded Liabilities), neither Company has: (i) issued, sold or otherwise disposed of any of its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interest; (ii) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any material portion of its respective assets or properties, including any Company Intellectual Property, other than sales of Inventory in the ordinary course of business consistent with past practices, and each Seller has used its commercially reasonable efforts to preserve practice or as required by the Business and its assets and properties. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 Rebuild of the Disclosure LetterSan ▇▇▇▇ System, since December 31, 2011, there has not been in respect of the Business or the Purchased Assets any: (a) event or circumstance taken any action that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction or loss (whether or not covered by insurance) that resulted in or could would reasonably be expected to result in losses with respect to the Business loss, lapse or the Purchased Assets, in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000); (c) revaluation or write-down abandonment of any of the Purchased Assets; (d) amendment or termination of any Material Contract other than in the ordinary course of business, consistent with past practices; (e) change in any accounting principles, methods or practices with respect to the Business or the Purchased Assets, or in the manner any Seller keeps its books and records relating thereto, or any change by a Seller of its current practices with regard to sales, Inventory, or Inventory valuation in the Business; (f) (i) grant of any severance, continuation or 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 of a Seller applicable to Covered Employees; or (vi) representation by any Seller to any employee or former employee that a Seller or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date; (g) acquisition or disposal of assets (except sales of Inventory in bona fide, arms length transactions entered into in the ordinary course of business consistent with past practice); (h) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (i) any change in any pricing practices (Company Intellectual Property other than in the ordinary course of business consistent with past practicespractice (unless, in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liens; (iii) made or promised any bonus or material increase in the salary or other compensation payable or to become payable to any manager, director, officer, employee or consultant of the Companies, other than annual salary increases and annual bonuses made in the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities); (jiv) accelerated the receipt or recognition of any item of income or offered any discount for sales of advertising or services, other than in the ordinary course of business consistent with past practice; (v) written down the value of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any claimlitigation, suit other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction that, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series of action involving related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than Twenty-Five Thousand Dollars $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; ($25,000)xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practice; or (kxviii) agreement by made a Seller commitment, whether or not in writing, to do, either directly or indirectly, do any of the things described in the preceding clauses (c) through (j)foregoing.

Certain Changes. Since December 31June 30, 20112007, Seller and each Seller has Entity have conducted the Business Businesses solely in the ordinary course of business consistent with past practices, and each Seller has have used its commercially reasonable efforts to preserve the Business Businesses, and its assets and properties. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure Letteron Schedule 4.9, since December 31June 30, 20112007, there has not been in been, with respect of to the Business or the Purchased Assets Businesses, any: (a) material adverse change of any nature whatsoever in the business, operations, cash flows, affairs, prospects, liabilities (contingent or otherwise), results of operation, properties or assets or the condition (financial or otherwise) of the Businesses, or any event or circumstance that has had or could reasonably be expected to havewould, individually or in the aggregate, reasonably be expected to result in such a Material Adverse Effectmaterial adverse change; (b) damage, destruction 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 Purchased Assets or the Purchased Assets, in the aggregate, Businesses of more than Twenty-Five Ten Thousand Dollars ($25,00010,000); (c) revaluation or write-down of any of the Purchased AssetsAssets or any other assets or properties associated with the Businesses; (d) amendment or termination of any Material Contract Agreement other than in the ordinary course of business, consistent with past practicesbusiness or as contemplated in this Agreement; (e) change by Seller or any Seller Entity in any its accounting principles, methods or practices with respect to the Business or the Purchased Assets, or in the manner any Seller it keeps its books and records relating thereto, or any change by a Seller or any Seller Entity of its current practices with regard respect to sales, Inventoryreceivables, payables or Inventory valuation in accrued expenses related to the BusinessBusinesses; (f) (i) grant of any severance, continuation or termination pay to any Covered Employeedirector, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Covered Employee director, officer, shareholder or employee of Seller or any associate of Seller Entity engaged in the foregoingBusinesses; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any Covered Employee director, officer, shareholder or employee of Seller or any associate of any of Seller Entity engaged in the foregoingBusinesses; (iv) increase in compensation, bonus or other benefits payable or potentially payable to any Covered Employee directors, officers, shareholders or employees of Seller or any associate Seller Entity engaged in the Businesses, except for customary increases in non-executive employee compensation made in the ordinary course of any of the foregoingbusiness and consistent with past practices; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of a Seller applicable or any Seller Entity related to Covered Employeesthe Businesses; or (vi) representation by of Seller or any Seller Entity to any employee or former employee that a of Seller or any Seller Entity engaged in the Businesses that Buyer would assume, continue to maintain or implement any benefit plan or would continue to employ such employee employees after the Closing Date; (g) acquisition or disposal of assets (except sales used or held for use in the Businesses outside of Inventory in bona fide, arms length transactions entered into in the ordinary course of business consistent with past practice);business, including any transfer to any affiliate or other division of or within Seller or any Seller Entity; or (h) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (i) any change in any pricing practices (other than in the ordinary course of business consistent with past practices); (j) any settlement or compromise of any claim, suit or cause of action involving more than Twenty-Five Thousand Dollars ($25,000); or (k) agreement by a Seller or any Seller Entity to do, either directly or indirectly, any of the things described in the preceding clauses (ca) through (jg).

Certain Changes. Since December 31, 20111998, each Seller has conducted its business only in the Business solely 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 Ancillary Documents and the transactions contemplated hereby and thereby, and there is no event, condition, circumstance or prospective development which, to the Seller's knowledge, threatens to cause such a Material Adverse Change. Without limiting the generality of the foregoing, except as specified in SECTION 3.5 of the Disclosure Schedule, since December 31, 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 by Seller relating to, or otherwise affecting in any way, the Division or the operation thereof, other than in the ordinary course of business, (iv) 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, and each Seller has used its commercially reasonable efforts to preserve (v) any material changes in the Business and its assets and properties. Without limiting the foregoingterms of any instruments, accounts, notes, Contracts, or other instruments that are Assumed Obligations, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure Letter, since December 31, 2011, there has not been in respect of the Business or the Purchased Assets any: (a) event or circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction 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 Purchased Assets, in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000); (c) revaluation or write-down of any of the Purchased Assets; (d) amendment or termination of any Material Contract other than in the ordinary course of business, consistent with past practices; (e) change in any accounting principles, methods or practices with respect to the Business or the Purchased Assets, or in the manner any Seller keeps its books and records relating thereto, or any change by a Seller of its current practices with regard to sales, Inventory, or Inventory valuation in the Business; (f) (i) grant of any severance, continuation or 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 of a Seller applicable to Covered Employees; or business (vi) representation any changes in the accounting or tax systems, policies or practices of Seller, (vii) any material waiver by Seller of any Seller to rights which have any employee or former employee that a Seller or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date; (g) acquisition or disposal of assets (value, except sales of Inventory in bona fide, arms length transactions entered into in the ordinary course of business consistent with past practice); practices or (h) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (iviii) any change in transactions out of the ordinary course of business with any pricing practices of Seller's affiliates, (ix) any Liability or obligation (whether directly or by way of guarantee or otherwise) incurred by the Division other than in the ordinary course of business consistent with past practices); , or any obligation to repay prematurely any borrowed money, (jx) any settlement material change in the credit policies or compromise 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 claimbonus, suit insurance, pension or cause other employee benefit plan, program or arrangement made to, for or with any such directors, officers or employees, except increases occurring in the ordinary course of action involving more 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, (xii) 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 Twenty-Five Thousand Dollars in the ordinary course of business and where such change, singly or together with other such changes, has not had a Material Adverse Effect on the Division, ($25,000); or 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, (kxiv) agreement by a Seller engaged in any other transaction other than in the ordinary course of business, or (xv) agreed, in writing or orally, to do, either directly or indirectly, do any of the things described in the preceding clauses (c) through (j)foregoing.

Certain Changes. Since December 31, 20112012, each the Seller has conducted conducted, and the Shareholders have caused the Seller to conduct, the Business solely in the ordinary course Ordinary Course of business consistent with past practicesBusiness, and each Seller has used its commercially reasonable efforts to preserve intact their respective business organizations and relationships with third parties and to keep available the Business services of their respective present officers and its assets and propertiesemployees. Without limiting the generality of the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure Letterset forth on Schedule 4.8, since December 31, 2011, there has not been in respect of the Business or the Purchased Assets any2012: (a) event Seller has not entered into any agreement, contract, lease or circumstance that has had or could reasonably be expected to have, individually or license involving in the aggregate, a Material Adverse Effectexcess of $10,000; (b) damageno party has accelerated, destruction terminated, modified or loss (whether cancelled any material agreement, contract, lease or not covered license to which Seller is a party or by insurance) that resulted in or could reasonably be expected to result in losses with respect to the Business or the Purchased Assets, in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000)which it is bound; (c) revaluation or write-down of any of the Purchased AssetsSeller 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) amendment or termination of any Material Contract other than Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and in the ordinary course Ordinary Course of business, consistent with past practicesBusiness; (e) change in any accounting principles, methods Seller has not adopted or practices with respect to the Business or the Purchased Assets, or in the manner any Seller keeps its books and records relating thereto, or proposed any change by a Seller of to its current practices with regard to sales, Inventory, charter or Inventory valuation in the Businessbylaws; (f) (i) grant of any severanceSeller has not purchased, continuation leased or termination pay to any Covered Employee; (ii) entering into of any employmentotherwise acquired, deferred compensation or other similar agreement (sold, leased, licensed, transferred, assigned 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 severanceotherwise disposed of, continuation or termination pay policies or employment agreements with any Covered Employee or any associate of any of the foregoing; (iv) increase such Seller’s assets, tangible or intangible, having a value in compensation, bonus or other benefits payable or potentially payable to any Covered Employee or any associate excess of any of the foregoing; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of a Seller applicable to Covered Employees; or (vi) representation by any Seller to any employee or former employee that a Seller or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date$10,000; (g) acquisition Seller has not approved, committed to make, or disposal made any capital expenditure in excess of assets (except sales of Inventory in bona fide, arms length transactions entered into in the ordinary course of business consistent with past practice)$10,000; (h) capital expenditures exceedingSeller has not issued any note, individually bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in the aggregate, Twenty-Five Thousand Dollars ($25,000)Ordinary Course of Business; (i) Seller has not imposed any change in Liens upon any pricing practices (other than in the ordinary course of business consistent with past practices)such Seller’s assets, tangible or intangible; (j) Seller has not cancelled, compromised, waived or released any settlement right or compromise of any claim, suit or cause of action claim involving more than Twenty-Five Thousand Dollars ($25,000); or10,000; (k) agreement by a 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 doaccelerate 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, either 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 things described in the preceding clauses (c) through (j)foregoing.

Certain Changes. Since December 31, 20112022, each Seller has conducted the Business solely in all material respects in the ordinary course of business consistent with past practices, and each Seller has used its commercially reasonable efforts to preserve the Business and its assets and propertiesassets. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure LetterSchedule 4.12, since December 31, 20112022, there has not been in respect of the Business or the Purchased Assets any: (a) event or circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction 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 Purchased Assetslosses, in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000); (c) revaluation or write-down of any of the Purchased Assetsassets; (d) amendment or termination of any Material Contract other than in the ordinary course of businessthe Business, consistent with past practices; (e) material change in any accounting principles, methods or practices with respect to the Business or the Purchased Assetspractices, or in the manner any Seller keeps its of keeping books and records relating theretorecords, or any change by a Seller of its current in practices with regard to receivables, payables, sales, reserves, Inventory, or Inventory valuation in the Businessvaluation; (f) (i) grant of any severance, continuation or 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, other than routine annual increases in compensation consistent with Seller’s past practices; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of a Seller applicable to Covered EmployeesEmployees in excess of $20,000 individually or $50,000 in the aggregate; or (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 to any employee or former employee that a Seller or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee any Covered Employee after the Closing DateClosing; (g) acquisition or disposal of assets (except sales of Inventory in bona fide, arms arms-length transactions entered into in the ordinary course of business consistent with past practice); (h) capital expenditures exceeding, individually or in the aggregatefor any group of related expenditures, Twenty-Five Thousand Dollars ($25,000); (i) any change in initiation, settlement or compromise of any pricing practices (other than in the ordinary course of business consistent with past practices)material Proceeding; (j) any settlement material change in Seller credit policies, practices or compromise limits, other than changes made with respect to specific customers in the ordinary course of any claim, suit or cause of action involving more than Twenty-Five Thousand Dollars ($25,000)business; or (k) agreement by a Seller to do, either directly or indirectly, any of the things described in the preceding clauses (c) through (j).

Certain Changes. Since December 31Between the date hereof and the Closing Date, 2011---------------- except as otherwise specifically permitted by this Agreement or unless the prior written consent of Buyer is obtained (such consent not to be unreasonably withheld or delayed), each Seller has conducted none of Parent, Seller, NMT-US or any Acquired Company shall permit (a) the Business solely imposition or attachment of any Lien on any of the Assets, other than inchoate liens incurred in the ordinary course of business consistent with past practices, and each Seller has used its commercially reasonable efforts to preserve the Business and its assets and properties. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure Letter, since December 31, 2011, there has which would not been in respect of the Business or the Purchased Assets any: (a) event or circumstance that has had or could reasonably be expected to havehave a Material Adverse Effect, individually or in the aggregate, a Material Adverse Effect; (b) damagethe sale, destruction assignment, transfer, abandonment 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 Purchased Assets, in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000); (c) revaluation or write-down other disposition of any of the Purchased Assets; (d) amendment , or termination of any Material Contract interest therein, other than sales of Products in the ordinary course of businessthe Business, consistent (c) the sale, merger or consolidation of any of the Acquired Companies or any equity interests therein to or with past practices; any Person, (d) the modification, amendment, alteration, waiver or termination of any of the Contracts required to be disclosed on Schedule 3.7(m), Schedule 3.8(a), Schedule 3.8(b)(i), Schedule 3.11(c), Schedule 3.13(ii), Schedule 3.15(a)(ii) or Schedule 3.15(b)(i) hereto or of any right or interest of any Acquired Company or NMT-US thereunder, (e) change the declaration or payment of any dividends or other distributions to an equityholder by any of the Acquired Companies (except for the dividend (the "Pre-Closing Dividend") to be made by each of the Acquired Companies in any accounting principles, methods or practices with respect an amount equal to the Business lesser of (i) the maximum amount of a dividend that may be legally declared and paid in accordance with the requirements and limitations of the Companies Act, 1985, and (ii) the amount of the Intergroup Receivable (after giving effect to the adjustments under Section 2.4 above) of such Acquired Company from Affiliates of Parent (other than another Acquired Company)) or the Purchased Assets, purchase or in the manner redemption of any Seller keeps its books and records relating thereto, of their capital shares; or any change by a Seller of its current practices with regard to sales, Inventory, or Inventory valuation in the Business; (f) any of the Acquired Companies to (i) grant of take any severance, continuation action to amend its charter or termination pay to any Covered Employeebylaws or other governing documents; (ii) entering into issue any stock, bonds, shares of any employment, deferred compensation its capital or other similar agreement (securities, or grant any amendment option or issue any warrant to purchase or subscribe for any of such existing agreement) with securities or issue any Covered Employee securities convertible into or any associate of the foregoingexchangeable for such securities; (iii) increase incur any obligation or Liability (absolute or contingent), except current Liabilities incurred and obligations under Contracts entered into 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 the ordinary course of the foregoingBusiness consistent with the Acquired Companies' past practice; (iv) increase cancel any debts or claims, except in compensation, bonus or other benefits payable or potentially payable to any Covered Employee or any associate of any the ordinary course of the foregoingBusiness consistent with the Acquired Companies' past practice; (v) change in the terms of make, accrue or become liable for any bonus, pensionprofit sharing or incentive payment, insuranceexcept for accruals under existing Employee Benefit Plans, health if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other benefit plan than increases in the ordinary course of a Seller applicable to Covered Employeesthe Business consistent with past practice; or (vi) representation make any election or give any consent under the Code or the Tax Laws of any jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present Tax due; (vii) waive or relinquish any rights of material value; (viii) make or permit any act or omission constituting a breach or default under any contract, indenture or agreement by which it or its properties are bound; (ix) enter into any Seller to any employee or former employee that a Seller or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date; (g) acquisition or disposal of assets (except sales of Inventory in bona fide, arms length transactions Contracts other than those entered into in the ordinary course of business consistent with past practice); (h) capital expenditures exceeding, individually or calling for payments which in the aggregateaggregate do not exceed US$50,000 for each such lease, Twenty-Five Thousand Dollars contract, agreement or understanding; ($25,000); x) engage any employee for a salary in excess of US$75,000 per annum; (ixi) any change in any pricing practices (other than in alter the ordinary course of business consistent with past practices); (j) any settlement terms, status or compromise funding condition of any claim, suit employee benefit plan; or cause of action involving more than Twenty-Five Thousand Dollars ($25,000); or (kxii) agreement by a Seller commit or agree to do, either directly or indirectly, do any of the things described foregoing in the preceding clauses (c) through (j)future.

Certain Changes. Since December 31(a) Except as may be permitted hereby (including, 2011for clarity, as may be necessary to enter into agreements, undertake projects and implement plans approved by the Board), during the Interim Period, the Vendor will ensure that the Sold Company and each Seller has conducted of its Subsidiaries will not, without first obtaining the Business solely written consent of the Purchaser (which consent will not be unreasonably withheld): (i) make any change in the ordinary course of business consistent with past practices, and each Seller has used its commercially reasonable efforts to preserve the Business and its assets and properties. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure Letter, since December 31, 2011, there has not been in respect conduct or operation of the Business or the Purchased Assets any: enter into, amend, replace or terminate (aother than by expiration pursuant to its terms) event any contract, agreement or circumstance that has had commitment or could make any change to any tariff or file an application to change any tariff if, in any case, to do so would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, unless required to do so by Applicable Laws or the terms of any Authorization applicable to the Sold Company or its Subsidiaries or the Business or both; and with respect to any change to a tariff or application therefor and all other regulatory proceedings respecting the Sold Company during the Interim Period, the provisions of Sections 6.1(e), 6.1(f) and 6.1(g) hereof will apply thereto, mutatis mutandis (and the Vendor will cause the Sold Company to comply therewith) with the Sold Company being regarded as the Party with primary carriage of each such proceeding; (bii) damageexcept as contemplated by the materials in the Data Room or Information Responses (A) enter into any contract, destruction agreement or loss commitment with a term greater than twelve (whether 12) months or not covered resulting in costs or other liabilities, in aggregate, exceeding $2,000,000 or (B) amend or replace any such contract, agreement or commitment resulting in an extension of the term by insurancegreater than twelve (12) months or costs or other liabilities, in aggregate, exceeding $2,000,000, excluding in each case any such contract, agreement or commitment that resulted is a renewal or replacement of an existing contract, agreement or commitment where it is reasonable to expect the amounts payable thereunder will be recoverable in rates approved or could reasonably be expected to result in losses with respect to be approved by the Business or the Purchased Assets, in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000)Board; (ciii) revaluation merge into or write-down with or consolidate with any other corporation or acquire all or substantially all of the business or assets of any of the Purchased AssetsPerson; (div) amendment or termination make any change in its constating documents; (v) purchase any securities of any Material Contract Person other than, in accordance with its cash management policies in effect at the date hereof, purchases of or other transactions in respect of debt securities with a remaining term to maturity less than one year; (vi) Dispose of or encumber any of its assets or properties other than (A) sales of electricity and the consumption or other Disposition of its assets and properties in the ordinary course of business, consistent (B) in connection with past practicesprojects approved by the Board and on terms that would not reasonably be expected to have a Material Adverse Effect, or (C) under agreements or instruments included in the Data Room; (evii) change incur any indebtedness, including Indebtedness for Borrowed Money, except indebtedness that is a Current and Other Specified Liability and incurred in any accounting principles, methods or practices with respect to the Business or the Purchased Assets, or in the manner any Seller keeps its books and records relating thereto, or any change by a Seller of its current practices with regard to sales, Inventory, or Inventory valuation in the Businessgood faith for value; (fviii) (i) grant incur any Indebtedness for Borrowed Money in respect of any severancewhich there is a prepayment penalty, continuation make whole premium or termination pay to any Covered Employee; (ii) entering into similar obligation or restriction on the ability of any employment, deferred compensation or other similar agreement (the Sold Company or any amendment of its Subsidiaries to repay other than requirements of notice and restrictions for repayments on dates other than “rollover” dates of fixed interest rate periods; (ix) commit to do any such existing agreement) with any Covered Employee or any associate of the foregoing; ; (iiix) increase do or omit to do anything that is in benefits payable its control if, as a result, any of the representations or potentially payable under warranties in Article 3 would be untrue at Closing; (xi) effect or commit to make any severance, continuation Corporate Distribution except if the amount thereof reduces Current and Other Specified Assets; (xii) hold any meetings or termination pay policies pass or employment agreements with cause to be passed any Covered Employee resolutions of shareholders or any associate of directors to effect any of the foregoing; or (ivxiii) increase other than as approved or required by the Board expend or commit to expend more than $2,000,000 individually or $5,000,000 in compensation, bonus or other benefits payable or potentially payable the aggregate with respect 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 of a Seller applicable to Covered Employees; or (vi) representation by any Seller to any employee or former employee that a Seller or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date;capital expense. (gb) acquisition or disposal of assets (except sales of Inventory in bona fideNotwithstanding Section 5.2(a), arms length transactions entered into in the ordinary course of business consistent with past practice); (h) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (i) no consent of the Purchaser will be required for any change action reasonably taken in any pricing practices response to an emergency involving danger to life, property, safety or the environment and (other than ii) without the need to obtain the consent of the Purchaser, at or before Closing, the matters contemplated by Section 2.12 will be completed at or before Closing; the Sold Company and the “Sold Company” under the Other Share Purchase Agreement will (and the Vendor covenants that they will) internalize their information technology functions, including ensuring the transfer to the Sold Company of the required personnel as contemplated by the materials contained in the ordinary course Data Room or Information Responses at the cost of business the Sold Company and the “Sold Company” under the Other Share Purchase Agreement; the Sold Company may prepay or repay Indebtedness for Borrowed Money and lend money to or borrow money from its Subsidiaries or the “Sold Company” under the Other Share Purchase Agreement or both and receive or make payment of such loans or borrowings consistent with past practices); (j) any settlement Authorizations and those Subsidiaries may lend money to or compromise of any claimborrow money from the Sold Company or each other; the Sold Company will execute and deliver a Vendor Release; the agreements, suit or cause of action involving more than Twenty-Five Thousand Dollars ($25,000); or (k) agreement documents and instruments contemplated by a Seller to doSection 2.7 will be executed and delivered, either directly or indirectly, any and the Sold Company may extend the maturity of the things described in the preceding clauses (c) through (j)BMO Debt.

Certain Changes. Since Except as set forth in Schedule 4.13, since December 31, 20112014, each Seller has Company has, in all material respects, conducted the Business solely its affairs in the ordinary course of business consistent with past practices, and each Seller has used its commercially reasonable efforts to preserve the Business and its assets and propertiesrespective assets. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure LetterSchedule 4.13, since December 31, 20112014, there has not been in respect of the Business or the Purchased Assets any: (a) event or circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction 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 Purchased Assetslosses, in the aggregate, of more than Twenty-Five Fifty Thousand Dollars ($25,00050,000); (c) revaluation amendment, termination or write-down of any of the Purchased Assets; (d) amendment or threatened termination of any Material Contract other than in the ordinary course of businessthe Business, consistent with past practices; (ed) change in any accounting principles, methods or practices with respect to the Business or the Purchased Assetspractices, or in the manner any Seller keeps its of keeping books and records relating theretorecords, or any change by a Seller of its current in practices with regard to receivables, payables, sales, Inventory, or Inventory valuation in the Businessvaluation; (fe) (i) grant of any severance, continuation or 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 of a Seller applicable to Covered Employees; or (vi) representation by any Seller to any employee or former employee that a Seller Company or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee any Covered Employee after the Closing DateEffective Time; (gf) acquisition or disposal by the Company of any assets material to the Company’s Business (except sales of Inventory in bona fide, arms arms-length transactions entered into in the ordinary course of business consistent with past practice); (hg) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Fifty Thousand Dollars ($25,00050,000); (ih) any change in any pricing practices (other than in the ordinary course of business consistent with past practices); (ji) any settlement or compromise of any claim, suit or cause Proceeding; (j) declarations of action involving more unpaid dividends by Company (other than Twenty-Five Thousand Dollars in the ordinary course of business consistent with past practices); ($25,000k) change in credit policies, practices or limits (other than in the ordinary course of business consistent with past practices); (l) making, change, or revocation of any Tax election; settlement or compromise 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) any Lien (other than Permitted Liens) created or arising with respect to the assets of the Company or the Real Property or any Share Encumbrance created or arising with respect to the Shares; (n) any revocation, termination or material reduction, actual or threatened, of any Permits or utilities; or (ko) agreement by a Seller any commitment to do, either directly or indirectly, do any of the things described in the preceding clauses (c) through (j)foregoing.

Certain Changes. Since December October 31, 20112024, each Seller Company has conducted the Business solely in the ordinary course of business consistent with past practices, practices and each Seller has used its commercially reasonable efforts to preserve the Business and its assets and propertiesassets. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure LetterSchedule 4.12, since December October 31, 20112024, there has not been in respect of the Business or the Purchased Assets any: (a) event or circumstance that has had or could reasonably be expected to havehad, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction or loss (whether or not covered by insurance) that resulted in or could would reasonably be expected to result in losses with respect to the Business or the Purchased Assetslosses, in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000)50,000; (c) revaluation or write-down of any of the Purchased AssetsCompany’s assets; (d) amendment of any Material Contract or termination of any Contract that, were it still in effect as of the date hereof, would be a Material Contract other than in the ordinary course of business, consistent with past practicesContract; (e) other than resulting from the Conversion, change in any accounting principles, methods or practices with respect to the Business or the Purchased Assetspractices, or in the manner any Seller keeps its of keeping books and records relating theretorecords, or any change by a Seller of its current in practices with regard to receivables, payables, sales, reserves, Inventory, or Inventory valuation in the Businessvaluation; (f) other than in connection with the Conversion, issuance, sale or disposition of any securities of Company, grant of any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any securities of Company, or redemption, purchase or acquisition of any securities of Company 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); (g) (i) grant of any severance, continuation or termination pay to any Covered Employee; (ii) entering into of any employmentemployment (other than standard offer letters), deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Covered Employee or any associate of the foregoingEmployee; (iii) material 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 foregoingEmployee; (iv) increase in compensation, bonus or other benefits payable or potentially payable to any Covered Employee or any associate of any of the foregoingEmployee, 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 of a Seller applicable to Covered Employees, other than customary annual adjustments and modifications initiated by the vendors providing of such benefits; or (vi) representation by any Seller to any employee or former employee that a Seller Company or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing DateClosing; (gh) 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 arms-length transactions entered into in the ordinary course of business consistent with past practice); (h) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (i) any change in any pricing practices (promotional, sales or discount or other than in activity outside the ordinary course of business consistent with past practices)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 Tax election (other than with respect to 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; (l) (i) to Seller’s Knowledge, any initiation of any Proceeding or (ii) any settlement or compromise of any claimProceeding; (m) any change in Company credit policies, suit practices or cause limits, other than changes made with respect to specific customers in the ordinary course of action involving more than Twenty-Five Thousand Dollars ($25,000)business; or (kn) agreement by a Seller to do, either directly or indirectly, any of the things described in the preceding clauses (c) through (jm).

Certain Changes. Since December 31June 30, 20112010, each Seller the Company has conducted the Business its business solely in the ordinary course of business consistent with past practices, and each Seller has used its commercially reasonable efforts to preserve the Business its business and its assets and properties. Without limiting the foregoing, except Except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure Letteron Schedule 3.12, since December 31June 30, 2011, 2010 there has not been in respect of the Business or the Purchased Assets any: (a) event or circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction 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 Purchased AssetsCompany, in the aggregate, of more than Twenty-Five Fifty Thousand Dollars ($25,00050,000); (c) material revaluation or write-down of any of the Purchased AssetsCompany's assets; (d) amendment or termination of any Material Contract other than in the ordinary course of business, consistent with past practicesbusiness or as contemplated in this Agreement; (e) change in any the accounting principles, methods or 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 the Business or the Purchased Assetssales, or in the manner any Seller keeps its books and records relating thereto, or any change by a Seller of its current practices with regard to salesreceivables, Inventory, payables or Inventory valuation in the Businessaccrued expenses; (f) with respect to any employee, director or agent of Company (i) grant of any severance, continuation or termination pay to any Covered Employeedirector, officer, stockholder or employee of the Company; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Covered Employee director, officer, stockholder or any associate employee of the foregoingCompany; (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 foregoingagreements; (iv) increase in compensation, bonus or other benefits payable or potentially payable to any Covered Employee directors, officers, stockholders or any associate of any employees of the foregoingCompany; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of a Seller applicable to Covered Employeesthe Company; or (vi) representation by any Seller the Company to any employee or former employee of the Company that a Seller the Company or Buyer Parent would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date; (g) acquisition or disposal of any assets outside of the ordinary course of business; (h) any waiver by the Company or the Subsidiary of a valuable right or of a material debt owed to it; (i) sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (j) resignation or termination of employment of any officer or key employee of the Company or the Subsidiary; and the Company has no Knowledge of the impending resignation or termination of employment of any such officer or key employee; (k) declaration, setting aside or payment or other distribution in respect of any of the Shares or other securities of the Company, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company; (l) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or the Subsidiary, with respect to any of its material properties or assets, except sales of Inventory in bona fide, arms length transactions entered into liens for taxes not yet due or payable and liens that arise in the ordinary course of business consistent with past practice)and do not materially impair the ownership or use of such property or assets; (hm) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (i) any change in any pricing practices (other than in the ordinary course of business consistent with past practices); (j) any settlement or compromise of any claim, suit or cause of action involving more than Twenty-Twenty Five Thousand Dollars ($25,000); or (kn) agreement by a Seller the Company to do, either directly or indirectly, any of the things described in the preceding clauses (ca) through (jm).

Certain Changes. Since December 31, 20112021, each Seller Company has conducted the Business solely in the ordinary course of business consistent with past practices, and each Seller has used its commercially reasonable efforts to preserve the Business and its assets and propertiesassets. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure LetterSchedule 4.12, since December 31, 20112021, there has not been in respect of the Business or the Purchased Assets any: (a) event or circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction 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 Purchased Assetslosses, in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000)50,000; (c) revaluation or write-down of any of the Purchased Assetsassets; (d) amendment or termination of any Material Contract other than in the ordinary course of business, consistent with past practicesContract; (e) change in any accounting principles, methods or practices with respect to the Business or the Purchased Assetspractices, or in the manner any Seller keeps its of keeping books and records relating theretorecords, or any change by a Seller of its current in practices with regard to receivables, payables, sales, reserves, Inventory, or Inventory valuation in the Businessvaluation; (f) (i) grant of any severance, continuation or 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) material 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, 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 of a Seller applicable to Covered Employees; or (vi) representation by any Seller to any employee or former employee that a Seller Company or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing DateClosing; (g) acquisition or disposal of assets (except sales of Inventory in bona fide, arms arms-length transactions entered into in the ordinary course of business consistent with past practice); (h) capital expenditures exceeding, individually or in the aggregatefor any group of related expenditures, Twenty-Five Thousand Dollars ($25,000)50,000; (i) any change in initiation, settlement or compromise of any pricing practices (other than in the ordinary course of business consistent with past practices)Proceeding; (j) any settlement change in Company credit policies, practices or compromise limits, other than changes made with respect to specific customers in the ordinary course of any claim, suit or cause of action involving more than Twenty-Five Thousand Dollars ($25,000)business; or (k) agreement by a Seller to do, either directly or indirectly, any of the things described in the preceding clauses (c) through (j).

Certain Changes. Since December 31April 30, 20112010, each Seller has conducted the Business solely in the ordinary course of business consistent with past practices, and each Seller has used its commercially reasonable efforts to preserve the Business and its assets and propertiesthe Business Assets. Without limiting the foregoingforegoing sentence, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure LetterSchedule 4.10 or as expressly permitted by this Agreement, since December 31April 30, 20112010, with respect to the Business and the Business Assets, there has not been in respect of the Business or the Purchased Assets any: (a) event or circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction 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 Purchased Business Assets, in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000)200,000; (c) material revaluation or write-down of any of the Purchased Business Assets; (d) entry into any Material Contract, amendment or termination of any Material Contract other than in the ordinary course of business, consistent with past practicesor termination of any Material Contract (other than by its terms); (e) material change in any accounting principles, methods or practices with respect to the Business of Seller or the Purchased Assetsany Acquired Subsidiary, or in the manner Seller or any Seller Acquired Subsidiary keeps its books and records relating theretorecords, or any material change by a Seller or any Acquired Subsidiary of its current practices with regard to sales, Inventorybacklog, customer ▇▇▇▇▇▇▇▇, receivables, payables or Inventory valuation in the Businessaccrued expenses; (f) (i) grant of any severance, continuation or 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 of a Seller applicable to Covered Employees; or (vi) representation by any Seller to any employee or former employee that a Seller or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date; (g) acquisition or disposal of material assets or material property used or held for use in the Business (except sales of Inventory in bona fide, arms length transactions entered into in the ordinary course of business consistent with past practice); (g) incurrence by Seller or any Acquired Subsidiary of any Debt or refinancing by Seller or any Acquired Subsidiary of any existing Debt; (h) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000)200,000; (i) any material change in any pricing practices (other than in the ordinary course of business consistent with past practices); (j) any settlement or material compromise of in any claim, suit or cause of action Proceeding involving more than Twenty-Five Thousand Dollars $100,000; ($25,000)k) payment of any material Liability or discharge or satisfaction of any material Lien (other than in the ordinary course of business 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) action that, if taken during the period from the date of this Agreement through the Closing Date, would constitute a Breach of Section 6.01; or (km) agreement agreement, undertaking or understanding by a Seller or any Acquired Subsidiary to do, either directly or indirectly, any of the things described in the preceding clauses (ca) through (jl).

Certain Changes. Since December May 31, 20112007, each Seller has conducted the Business solely in the ordinary course of business consistent with past practices, and each Seller has used its commercially reasonable efforts to preserve the Business and its assets and propertiesthe Business Assets. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure LetterSchedule 4.10 or as expressly permitted by this Agreement, since December May 31, 20112007, with respect to the Business and the Business Assets, there has not been in respect of the Business or the Purchased Assets any: (a) event or circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction 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 Purchased Business Assets, in the aggregate, of more than TwentySeventy-Five Thousand Dollars ($25,00075,000); (c) revaluation or write-down of any of the Purchased Business Assets; (d) entry into any Material Contract, amendment or termination of any Material Contract other than in the ordinary course of business, consistent with past practicesor termination of any Material Contract; (e) change in any accounting principles, methods or practices with respect to the Business or the Purchased Assetsof Seller, or in the manner any Seller keeps its books and records relating theretorecords, or any change by a Seller of its current practices with regard to sales, Inventorybacklog, customer ▇▇▇▇▇▇▇▇, receivables, payables or Inventory valuation in the Businessaccrued expenses; (f) (i) grant of any severance, continuation or 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 of a Seller applicable to Covered Employees; or (vi) representation by any Seller to any employee or former employee that a Seller or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date; (g) acquisition or disposal of assets used or held for use in the Business (except sales of Inventory in bona fide, arms length transactions entered into in the ordinary course of business consistent with past practice); (hg) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Fifty Thousand Dollars ($25,00050,000); (ih) any change in any pricing practices (other than in the ordinary course of business consistent with past practices); (ji) any settlement or compromise of in any claim, suit or cause of action Proceeding involving more than Twenty-Twenty Five Thousand Dollars ($25,000); (j) action that, if taken during the period from the date of this Agreement through the Closing Date, would constitute a Breach of Section 6.01; or (k) agreement agreement, undertaking or understanding by a Seller to do, either directly or indirectly, any of the things described in the preceding clauses (ca) through (j).

Certain Changes. Since December March 31, 20112008, Seller and each Seller has Entity have conducted the Business solely in the ordinary course of business consistent with past practices, and each Seller has have used its commercially reasonable efforts to preserve the Business Business, and its assets and properties. Without limiting the foregoing, except as specifically listed in the relevant subsection of Section 4.12 of the Disclosure Letteron Schedule 5.9, since December 31, 2011such date, there has not been in been, with respect of to the Business or the Purchased Assets Business, any: (a) 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 event or circumstance that has had or could reasonably be expected to havewould, individually or in the aggregate, reasonably be expected to result in such a Material Adverse Effectmaterial adverse change; (b) damage, destruction 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 Purchased Assets or the Purchased Assets, in the aggregate, Business of more than Twenty-Five five Thousand Dollars ($25,000); (c) revaluation or write-down of any of the Purchased AssetsAssets or any other assets or properties associated with the Business; (d) amendment or termination of any Material Contract Agreement other than in the ordinary course of business, consistent with past practicesbusiness or as contemplated in this Agreement; (e) change by Seller or any Seller Entity in any its accounting principles, methods or practices with respect to the Business or the Purchased Assets, or in the manner any Seller it keeps its books and records relating thereto, or any change by a Seller or any Seller Entity of its current practices with regard respect to sales, Inventoryreceivables, payables or Inventory valuation in accrued expenses related to the Business; (f) (i) grant of any material severance, continuation or termination pay to any Covered Employeedirector, officer, shareholder or employee of Seller or any Seller Entity engaged in the Business; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Covered Employee director, officer, shareholder or senior employee of Seller or any associate of Seller Entity engaged in the foregoingBusiness; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any Covered Employee director, officer, shareholder or employee of Seller or any associate of any of Seller Entity engaged in the foregoingBusiness; (iv) increase in compensation, bonus or other benefits payable or potentially payable to any Covered Employee directors, officers, shareholders or employees of Seller or any associate of any of the foregoing; (v) change Seller Entity engaged in the terms Business, except for customary increases in employee compensation made in the ordinary course of any bonus, pension, insurance, health or other benefit plan of a Seller applicable to Covered Employeesbusiness and consistent with past practices; or (vi) representation by of Seller or any Seller Entity to any employee or former employee that a 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 employee employees after the Closing Date; (g) acquisition disposal or disposal abandonment of assets (except sales including Intangible Assets used or held for use in the Business outside of Inventory in bona fide, arms length transactions entered into in the ordinary course of business consistent with past practice);business, including any transfer to any affiliate or other division of or within Seller or any Seller Entity; or (h) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (i) any change in any pricing practices (other than in the ordinary course of business consistent with past practices); (j) any settlement or compromise of any claim, suit or cause of action involving more than Twenty-Five Thousand Dollars ($25,000); or (k) agreement by a Seller or any Seller Entity to do, either directly or indirectly, any of the things described in the preceding clauses (ca) through (jg).