Common use of Certain Changes Clause in Contracts

Certain Changes. Since June 30, 2007, Seller and each Seller Entity have conducted the Businesses solely in the ordinary course of business consistent with past practices, and have used commercially reasonable efforts to preserve the Businesses, and except as specifically listed on Schedule 4.9, since June 30, 2007, there has not been, with respect to the 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 would, individually or in the aggregate, reasonably be expected to result in such a material 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 Purchased Assets or the Businesses of more than Ten Thousand Dollars ($10,000); (c) revaluation or write-down of any of the Purchased Assets or any other assets or properties associated with the Businesses; (d) amendment or termination of any Material Agreement other than in the ordinary course of business or as contemplated in this Agreement; (e) change by Seller or 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 sales, receivables, payables or accrued expenses related to the Businesses; (i) grant of any severance, continuation or termination pay to any director, 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 director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iv) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, shareholders or employees of Seller or any Seller Entity engaged in the Businesses, except for customary increases in non-executive employee compensation made in the ordinary course of business and consistent with past practices; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of Seller or any Seller Entity related to the Businesses; or (vi) representation of Seller or any Seller Entity to any employee or former employee 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 employees after the Closing Date; (g) disposal of assets used or held for use in the Businesses outside of the ordinary course of business, including any transfer to any affiliate or other division of or within Seller or any Seller Entity; or (h) agreement by Seller or any Seller Entity to do, either directly or indirectly, any of the things described in the preceding clauses (a) through (g).

Certain Changes. Since June 30January 1, 20072004, Seller and each Seller Entity have conducted through the Businesses 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 have used commercially reasonable efforts to preserve practice or as required by the Businesses, and except as specifically listed on Schedule 4.9, since June 30, 2007, there has not been, with respect to the 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) Rebuild of the BusinessesSan ▇▇▇▇ System, or taken any event or circumstance action that would, individually or in the aggregate, would reasonably be expected to result in such a material adverse change; (b) damagethe loss, destruction lapse or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to the Purchased Assets or the Businesses of more than Ten Thousand Dollars ($10,000); (c) revaluation or write-down abandonment of any of the Purchased Assets or any other assets or properties associated with the Businesses; (d) amendment or termination of any Material Agreement Company Intellectual Property other than in the ordinary course of business consistent with past practice (unless, in either case, such assets were unnecessary or as contemplated in this Agreementobsolete 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; (eiii) change by Seller made or promised any Seller Entity in its accounting principles, methods bonus or practices or material increase in the manner it keeps its books and records salary or any change by Seller other compensation payable or any Seller Entity of its current practices with respect to sales, receivables, payables or accrued expenses related to the Businesses; (i) grant of any severance, continuation or termination pay become payable to any manager, director, officer, shareholder employee or employee consultant of Seller or any Seller Entity engaged the Companies, other than annual salary increases and annual bonuses made in the Businesses; ordinary course consistent with past practice or required by the terms of a Material Contract (iiand, if committed to prior to the Closing Date (by contract or otherwise) entering into and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; Closing Date Current Liabilities); (iv) increase in compensationaccelerated the receipt or recognition of any item of income or offered any discount for sales of advertising or services, bonus or other benefits payable or potentially payable to directors, officers, shareholders or employees of Seller or any Seller Entity engaged in the Businesses, except for customary increases in non-executive employee compensation made than in the ordinary course of business and consistent with past practices; practice; (v) change in written down the terms value of any bonuswork in progress, pensionor written off as uncollectible any notes or accounts receivable, insurance, health or other benefit plan of Seller or any Seller Entity related to the Businesses; or (vi) representation of Seller or any Seller Entity to any employee or former employee of Seller or any Seller Entity engaged except in the Businesses that Buyer would assume, continue to maintain or implement any benefit plan or would continue to employ such employees after the Closing Date; (g) disposal of assets used or held for use in the Businesses outside of the ordinary course of businessbusiness consistent with past practice; (vi) other than cash dividends, including distributions and payments to ML Media or Century or their respective Affiliates, made any transfer dividend, distribution or other payment to any affiliate 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 litigation, 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 division Liability of any third party other than indebtedness incurred, or within Seller debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any Seller Entitytransaction 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 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 $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; (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 (hxviii) agreement by Seller made a commitment, whether or any Seller Entity not in writing, to do, either directly or indirectly, do any of the things described in the preceding clauses (a) through (g)foregoing.

Certain Changes. Since June 30December 31, 20072011, Seller and each Seller Entity have has conducted the Businesses Business solely in the ordinary course of business consistent with past practices, and have each Seller has used its commercially reasonable efforts to preserve the BusinessesBusiness and its assets and properties. Without limiting the foregoing, and except as specifically listed on Schedule 4.9in the relevant subsection of Section 4.12 of the Disclosure Letter, since June 30December 31, 20072011, there has not been, with been in respect to of the Businesses, Business or the Purchased Assets 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 wouldhas had or could reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in such a material adverse changeMaterial 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 Purchased Assets Business or the Businesses Purchased Assets, in the aggregate, of more than Ten Twenty-Five Thousand Dollars ($10,00025,000); (c) revaluation or write-down of any of the Purchased Assets or any other assets or properties associated with the BusinessesAssets; (d) amendment or termination of any Material Agreement Contract other than in the ordinary course of business or as contemplated in this Agreementbusiness, consistent with past practices; (e) change by Seller or in any Seller Entity in its accounting principles, methods or practices with respect to the Business or the Purchased Assets, or in the manner it any Seller keeps its books and records relating thereto, or any change by a Seller or any Seller Entity of its current practices with respect regard to sales, receivablesInventory, payables or accrued expenses related to Inventory valuation in the BusinessesBusiness; (f) (i) grant of any severance, continuation or termination pay to any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the BusinessesCovered Employee; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, shareholder or employee of Seller Covered Employee or any Seller Entity engaged in associate of the Businessesforegoing; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of Seller Covered Employee or any Seller Entity engaged in associate of any of the Businessesforegoing; (iv) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, shareholders or employees of Seller any Covered Employee or any Seller Entity engaged in associate of any of the Businesses, except for customary increases in non-executive employee compensation made in the ordinary course of business and consistent with past practicesforegoing; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of a Seller or any Seller Entity related applicable to the BusinessesCovered Employees; or (vi) representation of Seller or by any Seller Entity to any employee or former employee of that a 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 employees employee after the Closing Date; (g) acquisition or disposal of assets used or held for use (except sales of Inventory in the Businesses outside of bona fide, arms length transactions entered into in the ordinary course of businessbusiness consistent with past practice); (h) capital expenditures exceeding, including individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (i) any transfer to change in any affiliate pricing practices (other than in the ordinary course of business consistent with past practices); (j) any settlement or other division compromise of any claim, suit or within Seller or any Seller Entitycause of action involving more than Twenty-Five Thousand Dollars ($25,000); or (hk) agreement by a Seller or any Seller Entity to do, either directly or indirectly, any of the things described in the preceding clauses (ac) through (gj).

Certain Changes. Since June 30, 2007, Seller The Company and each Seller Entity have conducted the Businesses solely in Shareholders agree that the ordinary course of business consistent with past practices, and have used commercially reasonable efforts to preserve the Businesses, and except as specifically listed on Schedule 4.9, since June 30, 2007, there has not been, with respect to the Businesses, any--------------- Company will not: (a) material adverse change Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of any nature whatsoever in the business, operations, cash flows, affairs, prospects, liabilities (contingent guarantee or otherwise, any obligation or liability (absolute or contingent), results of operation, properties or assets or the condition (financial or otherwise) of the Businesses, or any event or circumstance that would, individually or in the aggregate, reasonably be expected to result in such a material 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 Purchased Assets or the Businesses of more than Ten Thousand Dollars ($10,000); (c) revaluation or write-down of any of the Purchased Assets or any other assets or properties associated with the Businesses; (d) amendment or termination of any Material Agreement other than in the ordinary course of business or as contemplated in this Agreement; (e) change by Seller or any Seller Entity in its accounting principles, methods or practices or in the manner it keeps its books except obligations and records or any change by Seller or any Seller Entity of its current practices with respect to sales, receivables, payables or accrued expenses related to the Businesses; (i) grant of any severance, continuation or termination pay to any director, 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 director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iv) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, shareholders or employees of Seller or any Seller Entity engaged in the Businesses, except for customary increases in non-executive employee compensation made liabilities incurred in the ordinary course of business and consistent with past practices; practice; (vb) change Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the terms ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien or encumbrance; (e) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable except for immaterial write-downs and write-offs in the ordinary course of business and consistent with past practice; (f) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (g) Dispose of or permit to lapse any rights to the use of any patent, trademark, trade name or copyright, or dispose of or disclose to any person any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (h) Grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, insurance, health profit sharing or other benefit plan of Seller or commitment) or any Seller Entity related increase in the compensation payable or to the Businesses; or (vi) representation of Seller or any Seller Entity become payable to any employee officer or former employee 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 employees after the Closing Dateemployee; (gi) disposal Make any single capital expenditure or commitment in excess of $10,000 for additions to property, plant or equipment or make aggregate capital expenditures and commitments in excess of $10,000 (on a consolidated basis) for additions to property, plant or equipment; (j) Pay, loan or advance any amount to, or sell transfer or lease any properties or assets used to, or held for use in the Businesses outside enter into any agreement or arrangement with, any of the ordinary course of business, including any transfer to its officers or directors or any affiliate or other division Associate of any of its officers or within Seller or any Seller Entity; ordirectors, except for directors' fees and compensation to officers at rates not exceeding the rates of compensation paid during the fiscal year ended (hk) agreement by Seller or any Seller Entity to do, either directly or indirectly, Change any of the things banking or safe deposit arrangements described in Section 3.14 of the preceding clauses Disclosure Schedule; (a1) through (g).Grant or extend any power of attorney or act as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any person, corporation, partnership, joint venture, association, organization or other entity; or

Certain Changes. Since June 30Except as set forth on Schedule 3.2(e)(2), 2007since the Fiscal Year-End Balance Sheet there has not been, Seller and each Seller Entity have conducted occurred or arisen any change in or event affecting the Businesses solely assets, business, results of operations or financial condition of AdvanceMed that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, since the Fiscal Year-End Balance Sheet, except as set forth on Schedule 3.2(e)(2), AdvanceMed has not: (i) become subject to any material liabilities, except liabilities incurred in the ordinary course of business of AdvanceMed consistent with past practice; (ii) adopted any change to AdvanceMed’s Organizational Documents; (iii) merged or consolidated AdvanceMed with any other Person or acquired a material amount of stock or assets of any other Person or effected any business combination, recapitalization or similar transaction; (iv) sold, leased or disposed of or made any contract for the sale, lease or disposition of, or made subject to a security interest or any other Encumbrance, any of AdvanceMed’s material properties or assets other than sales in the ordinary course of business consistent with past practices, and have used commercially reasonable efforts to preserve the Businesses, and except as specifically listed on Schedule 4.9, since June 30, 2007, there has not been, with respect to the 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 would, individually or in the aggregate, reasonably be expected to result in such a material adverse changepractice; (bv) damagegranted any salary increase to, destruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to increased the Purchased Assets or the Businesses of more than Ten Thousand Dollars ($10,000); (c) revaluation or write-down of draw of, any of the Purchased Assets officers, employees or any other assets agents of AdvanceMed, except for increases in salary, wages or properties associated with the Businesses; (d) amendment or termination accrual for payment of any Material Agreement other than bonuses payable to employees in the ordinary course of business or as contemplated in this Agreementconsistent with past practice; (evi) change by Seller incurred any bank indebtedness or 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 sales, receivables, payables or accrued expenses related to the Businessesborrowings; (ivii) grant entered into any lease of real property; (viii) entered into any severance, continuation or termination pay to any director, officer, shareholder or employee lease 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 director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iv) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, shareholders or employees of Seller or any Seller Entity engaged in the Businesses, equipment and machinery except for customary increases in non-executive employee compensation made in the ordinary course of business and consistent with past practices; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of Seller or any Seller Entity related to the Businesses; or (vi) representation of Seller or any Seller Entity to any employee or former employee 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 employees after the Closing Datebusiness; (gix) disposal authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of assets used options, warrants, convertible or held for use in the Businesses outside exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any of the ordinary course of business, including any transfer to any affiliate or other division of or within Seller AdvanceMed’s ownership interests or any Seller Entity; orother securities issued by AdvanceMed; (hx) agreement by Seller redeemed, purchased or any Seller Entity to dootherwise acquired, either directly or indirectly, any of AdvanceMed’s ownership interests or debt securities or any option, warrant or other right to purchase or acquire any such ownership interests or securities; (xi) commenced or settled any material Action; (xii) made, amended or revoked any election with respect to Taxes, amended any Tax Return, adopted or changed any accounting method relating to Taxes, changed any annual Tax accounting period, consented to any waiver or extension of any statute of limitations with respect to Taxes or Tax Returns, or settled or compromised any Tax claim, assessment or liability, in each case, where any such action would have the things described effect of increasing the Tax liability of AdvanceMed, or reducing its Tax deductions, Tax credits or Tax basis, for any Post-Effective Date Tax Period; or (xiii) declared any dividend or distribution with respect to AdvanceMed’s capital stock (other than dividends or distributions that will be paid prior to Closing); or (xiv) entered into any Material Contract outside the ordinary course of business or in the preceding clauses (a) through (g)which any Related Party is a party or has a beneficial interest.

Certain Changes. Since June 30Except as set forth on Schedule 3.2(b)(i) and in connection with the Loan and Security Agreement, 2007dated February 17, Seller 2016, by and each Seller Entity have conducted between Bank of America, N.A. and the Businesses solely Company (which agreement is being amended and restated as of the Closing), from the date of the Most Recent Balance Sheet to the date hereof, and other than in the ordinary course of business consistent with past practices, and have used commercially reasonable efforts to preserve the Businesses, and except as specifically listed on Schedule 4.9, since June 30, 2007practice, there has not been, with respect to the BusinessesCompany or any of its Subsidiaries, any: (ai) material adverse change of any nature whatsoever in the businessevent, operations, cash flows, affairs, prospects, liabilities (contingent occurrence or otherwise), results of operation, properties or assets or the condition (financial or otherwise) of the Businessesdevelopment that has had, or any event or circumstance that wouldwould reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in such a material adverse changeMaterial Adverse Effect; (bii) amendment of the charter, by-laws or other organizational documents of the Company or its Subsidiaries; (iii) split, combination or reclassification of any shares of its capital stock; (iv) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (v) material change in any method of accounting or any material accounting practice of the Company or any of its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Company Financial Statements; (vi) material change in the Company’s or any of its Subsidiaries cash management practices and its policies and practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable inventory control, prepayment of expenses, payment of trade accounts payable, accrual of expenses, deferral of revenue and acceptance of customer deposits; (vii) incurrence, assumption or guarantee of any Indebtedness except unsecured current obligations, Liabilities incurred in the ordinary course of business consistent with past practice and Indebtedness to be paid off prior to or concurrently with Closing; (viii) transfer, assignment, sale or other disposition of any assets outside of the ordinary course of business consistent with past practices; (ix) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (x) damage, destruction or loss (whether or not covered by insurance) that resulted to its property with a value in or could reasonably be expected to result in losses with respect to the Purchased Assets or the Businesses excess of more than Ten Thousand Dollars ($10,000)125,000; (cxi) revaluation any material or write-down unbudgeted (i.e., not provided for in the budget attached hereto as Schedule 3.2(b)(xi)) capital investment or lease of any of the Purchased Assets assets or any other assets or properties associated with the Businessesmaterial loan to any Person; (dxii) amendment acceleration, termination, material modification to or termination cancellation of any material Contract (including, but not limited to, any Material Agreement other than in Contract) to which the ordinary course Company or its Subsidiaries is a party or by which any of business or as contemplated in this Agreementthem is bound; (exiii) change by Seller or 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 sales, receivables, payables or accrued expenses related to the Businesses; (i) grant of any material or unbudgeted (i.e., not provided for in the budget attached here to as Schedule 3.2(b)(xiii)) bonuses or material increase in any wages, salary, severance, continuation pension or termination pay to any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (ii) entering into of any employment, deferred other compensation or other similar agreement (benefits in respect of its current or any amendment to any such existing agreement) with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iv) increase in compensation, bonus or other benefits payable or potentially payable to directorsformer employees, officers, shareholders directors, independent contractors or employees of Seller consultants, other than as provided for in any written agreements or any Seller Entity engaged in the Businessespolicies, except for customary increases in non-executive employee compensation made as required by applicable Law or in the ordinary course of business and consistent with past practices; practice, (vii) change in the terms of any bonus, pension, insurance, health or other benefit plan of Seller or any Seller Entity related to the Businesses; or (vi) representation of Seller or any Seller Entity to employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $125,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee of Seller employee, officer, director, independent contractor or any Seller Entity engaged consultant, other than as required by applicable Law or in the Businesses that Buyer would assume, continue to maintain or implement any benefit plan or would continue to employ such employees after the Closing Dateordinary course consistent with past practice; (gxiv) disposal hiring or promoting any person outside the ordinary course of assets used or held for use business except to fill a vacancy in the Businesses outside of the ordinary course of business; (xv) adoption, including any transfer to any affiliate modification or termination of any: (x) employment, severance, retention or other division agreement with any current or former employee, officer, director, independent contractor or consultant, (y) Employee Plan or Non-US Plan or (z) collective bargaining or other agreement with a union; (xvi) entry into a new line of business or within Seller abandonment or discontinuance of existing lines of business; (xvii) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xviii) acquisition by merger or consolidation with, or by purchase of all or substantially all of the assets or stock of any business of an unrelated Person or any Seller Entitydivision thereof; (xix) action by the Company or its Subsidiaries to make, change or rescind any material Tax election or materially amend any Tax Return or take any position on any Tax Return that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period, in each case, other than as required by applicable Law; or (hxx) agreement by Seller or any Seller Entity Contract to do, either directly or indirectly, do any of the things described foregoing, or any commitment or action that would result in any of the preceding clauses (a) through (g)foregoing.

Certain Changes. Since June 30, 2007, Seller and each Seller Entity have conducted The Sellers will not cause or take any Board of --------------- Directors action to authorize the Businesses solely in the ordinary course of business consistent with past practices, and have used commercially reasonable efforts to preserve the Businesses, and except as specifically listed on Schedule 4.9, since June 30, 2007, there has not been, with respect to the Businesses, anyCompany to: (a) material adverse change Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of any nature whatsoever in the business, operations, cash flows, affairs, prospects, liabilities (contingent guarantee or otherwise, any obligation or liability (absolute or contingent), results of operation, properties or assets or the condition (financial or otherwise) of the Businesses, or any event or circumstance that would, individually or in the aggregate, reasonably be expected to result in such a material 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 Purchased Assets or the Businesses of more than Ten Thousand Dollars ($10,000); (c) revaluation or write-down of any of the Purchased Assets or any other assets or properties associated with the Businesses; (d) amendment or termination of any Material Agreement other than in the ordinary course of business or as contemplated in this Agreement; (e) change by Seller or any Seller Entity in its accounting principles, methods or practices or in the manner it keeps its books except obligations and records or any change by Seller or any Seller Entity of its current practices with respect to sales, receivables, payables or accrued expenses related to the Businesses; (i) grant of any severance, continuation or termination pay to any director, 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 director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iv) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, shareholders or employees of Seller or any Seller Entity engaged in the Businesses, except for customary increases in non-executive employee compensation made liabilities incurred in the ordinary course of business and consistent with past practices; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of Seller or any Seller Entity related to the Businesses; or (vi) representation of Seller or any Seller Entity to any employee or former employee 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 employees after the Closing Datepractice; (gb) disposal of assets used Pay, discharge or held for use satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the Businesses outside of the ordinary course of businessbusiness and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, including any transfer personal or mixed, tangible or intangible) to be subjected to any affiliate mortgage, pledge, lien or other division of or within Seller or any Seller Entity; orencumbrance; (he) agreement by Seller Write down the value of any inventory or write off as uncollectible any Seller Entity to donotes or accounts receivable, either directly except for write-downs and write-offs in the ordinary course of business and consistent with past practice; (f) Except as set forth in the DISCLOSURE SCHEDULE, cancel any debts or indirectlywaive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of the things described its properties or assets, except in the preceding clauses (a) through (g).ordinary course of business and consistent with past practice;

Certain Changes. Since June 30, 2007, Seller The Company and each Seller Entity have conducted the Businesses solely in Shareholders agree that the ordinary course of business consistent with past practices, and have used commercially reasonable efforts to preserve the Businesses, and except as specifically listed on Schedule 4.9, since June 30, 2007, there has not been, with respect to the Businesses, any--------------- Company will not: (a) material adverse change Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of any nature whatsoever in the business, operations, cash flows, affairs, prospects, liabilities (contingent guarantee or otherwise, any obligation or liability (absolute or contingent), results of operation, properties or assets or the condition (financial or otherwise) of the Businesses, or any event or circumstance that would, individually or in the aggregate, reasonably be expected to result in such a material 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 Purchased Assets or the Businesses of more than Ten Thousand Dollars ($10,000); (c) revaluation or write-down of any of the Purchased Assets or any other assets or properties associated with the Businesses; (d) amendment or termination of any Material Agreement other than in the ordinary course of business or as contemplated in this Agreement; (e) change by Seller or any Seller Entity in its accounting principles, methods or practices or in the manner it keeps its books except obligations and records or any change by Seller or any Seller Entity of its current practices with respect to sales, receivables, payables or accrued expenses related to the Businesses; (i) grant of any severance, continuation or termination pay to any director, 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 director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iv) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, shareholders or employees of Seller or any Seller Entity engaged in the Businesses, except for customary increases in non-executive employee compensation made liabilities incurred in the ordinary course of business and consistent with past practices; practice; (vb) change Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the terms ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or specifically set forth in Section 8.08 or incurred in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien or encumbrance; (e) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable except for immaterial write-downs and write-offs in the ordinary course of business and consistent with past practice; (f) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (g) Dispose of or permit to lapse any rights to the use of any patent, trademark, trade name or copyright, or dispose of or disclose to any person any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (h) Grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, insurance, health profit sharing or other benefit plan of Seller or commitment) or any Seller Entity related increase in the compensation payable or to the Businesses; or (vi) representation of Seller or any Seller Entity become payable to any employee officer or former employee 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 employees after the Closing Dateemployee; (gi) disposal Make any single capital expenditure or commitment in excess of $10,000 for additions to property, plant or equipment or make aggregate capital expenditures and commitments in excess of $10,000 (on a consolidated basis) for additions to property, plant or equipment; (j) Pay, loan or advance any amount to, or sell transfer or lease any properties or assets used to, or held for use in the Businesses outside enter into any agreement or arrangement with, any of the ordinary course of business, including any transfer to its officers or directors or any affiliate or other division Associate of any of its officers or within Seller or any Seller Entity; ordirectors, except for directors' fees and compensation to officers at rates not exceeding the rates of compensation paid during the fiscal year ended; (hk) agreement by Seller or any Seller Entity to do, either directly or indirectly, Change any of the things banking or safe deposit arrangements described in Section 3.14 of the preceding clauses Disclosure Schedule; (a1) through (g).Grant or extend any power of attorney or act as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any person, corporation, partnership, joint venture, association, organization or other entity; or