Common use of CHANGES SINCE THE CURRENT BALANCE SHEET DATE Clause in Contracts

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since March 31, 2012, there has been no Material Adverse Change to the Business, the Company, any Subsidiary or any Subsidiary’s business and, except as expressly allowed by the terms of this Agreement or set out in Schedule 2.5, neither the Company nor any Subsidiary has: (a) issued, sold, pledged, disposed of or encumbered any shares of its capital stock of any class or entered into any merger, consolidation, share exchange, or similar transaction; (b) made or obligated itself to make capital expenditures out of the ordinary course consistent with past practice or in excess of $10,000 or with a term greater than one year; (c) sold, leased, or transferred any Assets (as defined below) or its interests in the Leased Real Property other than in the ordinary course of business consistent with past practice; (d) waived, cancelled, compromised, or released any rights other than in the ordinary course of business consistent with past practice; (e) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (f) modified, terminated, or entered into any Material Contract other than as provided herein or in the ordinary course of business consistent with past practice; (g) imposed, permitted to be imposed, or permitted to exist any security interest or other Lien (other than Permitted Liens) on any of the Assets or the Leased Real Property, other than in the ordinary course of business consistent with past practice; (h) other than as set out in Schedule 2.5, changed the compensation payable or to become payable to its employees, officers, or directors or, except as presently bound to do, granted any bonus, severance, or termination pay to, or entered into or modified any bonus, employment, severance, or other compensatory agreement with, any of its directors, officers, or Employees; (i) taken any action with respect to accounting policies or procedures or made any adjustment to its books and records other than in the ordinary course of business and in a manner consistent with past practices; (j) incurred any indebtedness for borrowed money or capitalized equipment lease obligations or made guarantees thereof; (k) delayed paying any account payable beyond the date on which it is due and payable except to the extent consistent with past practice or where such account is being contested in good faith; (l) entered into any material Contract (or series of related Contracts that together are material to the Company, any Subsidiary or the Seller Parties) relating to the Business outside the ordinary course of business; or (m) entered into any transaction with any of the other Seller Parties or any Affiliate thereof.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since March 31, 2012the date of the Current Balance Sheet, there has been no Material Adverse Change to the Business, the Company, any Subsidiary or any Subsidiary’s business and, except as expressly allowed by the terms of this Agreement or set out in forth on Schedule 2.52.4, neither the Company nor any Subsidiary hashas not: (a) issued, sold, pledged, disposed of or encumbered any shares of its capital stock of any class or entered into any merger, consolidation, share exchange, or similar transaction; (b) made or obligated itself to make capital expenditures out of the ordinary course consistent with past practice or in excess of $10,000 or with a term greater than one year25,000; (c) sold, leased, or transferred any Assets (as defined below) material assets or its interests in the Leased Real Property other than in the ordinary course of business consistent with past practice; (d) waived, cancelledcanceled, compromised, or released any rights other than in the ordinary course of business consistent with past practice; (e) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (f) modified, terminated, or entered into any Material material Assumed Contract other than as provided herein or in the ordinary course of business consistent with past practice; (g) imposed, permitted to be imposed, or permitted to exist any material security interest or other Lien (other than Permitted Liens) on any of the Purchased Assets or the Leased Real Property, other than in the ordinary course of business consistent with past practice; (h) other than as set out in Schedule 2.5, changed the compensation payable or to become payable to its employees, officers, or directors or, except as presently bound to do, or granted any bonus, severance, or termination pay to, or entered into or modified any bonus, employment, severance, or other compensatory agreement with, any of its directors, officers, officers or Employeesemployees; (i) taken made any action material change with respect to accounting policies or procedures or made any material adjustment to its books and records other than in the ordinary course of business and in a manner consistent with past practices; (j) incurred any indebtedness for borrowed money or capitalized equipment lease obligations or made guarantees thereof; (k) delayed paying any account payable beyond the date on which it is due and payable except to the extent consistent with past practice or where such account is being contested in good faithfaith and for which reserves determined in accordance with GAAP have been established; (l) entered into any material Contract (or series of related Contracts that together are material to the Company, any Subsidiary or the Seller Parties) relating to the Business outside the ordinary course of businessbusiness or involving payments or receipts in excess of $100,000; or (m) entered into any transaction with any of the other Seller Parties Companies or any Affiliate thereof, other than (i) any brokerage services that are performed in the ordinary course of business consistent with past practice, (ii) any services performed pursuant to the TSA or (iii) any services set forth on Schedule 2.4.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since March 31Except as disclosed in Schedule 3.10, 2012, there has been no Material Adverse Change to the Business, the Company, any Subsidiary or any Subsidiary’s business and, except as expressly allowed contemplated by this Agreement, since the terms date of this Agreement the Current Balance Sheet, none of the Alarm Companies has (i) issued any capital stock or set out other securities; (ii) except in Schedule 2.5the ordinary course of business customary with past practice, neither the Company nor made any Subsidiary has: (a) issued, sold, pledged, disposed distribution of or encumbered any shares of with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) paid any bonus to or increased the rate of compensation of any class of its officers or entered into salaried employees or amended any merger, consolidation, share exchange, or similar transactionother terms of employment of such persons other than in the ordinary course of business consistent with past practice; (biv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice; (v) made or obligated itself to make capital expenditures out of the ordinary course consistent with past practice or in excess of $10,000 or with a term greater than one year; (c) sold, leased, or transferred any Assets (as defined below) or its interests in the Leased Real Property other than in the ordinary course of business consistent with past practice; (d) waived, cancelled, compromised, or released any rights other than in the ordinary course of business consistent with past practice; (evi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (fvii) modified, terminated, incurred any obligations or liabilities (including any indebtedness) or entered into any Material Contract other than as provided herein transaction or series of transactions involving in excess of $25,000 in the aggregate out of the ordinary course of business consistent with past practicebusiness, except for this Agreement and the transactions contemplated hereby; (gviii) imposedsuffered any theft, permitted to be imposeddamage, destruction or permitted to exist any security interest or other Lien (other than Permitted Liens) on any of the Assets or the Leased Real Propertycasualty loss, not covered by insurance for which a timely claim was filed, other than in the ordinary course of business consistent with past practice; (hix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, cancelled, compromised or released any rights other than as set out in Schedule 2.5, changed the compensation payable or to become payable to its employees, officers, or directors or, except as presently bound to do, granted any bonus, severance, or termination pay to, or entered into or modified any bonus, employment, severance, or other compensatory agreement with, any ordinary course of its directors, officers, or Employeesbusiness consistent with past practice; (ixi) taken made or adopted any action with respect to change in its accounting policies practice or procedures or policies; (xii) made any adjustment to its books and records (including, without limitation, any write-up or revaluation increasing the book value of any assets) other than in respect of the conduct of its business activities in the ordinary course of business and in a manner consistent with past practicespractice; (j) incurred any indebtedness for borrowed money or capitalized equipment lease obligations or made guarantees thereof; (k) delayed paying any account payable beyond the date on which it is due and payable except to the extent consistent with past practice or where such account is being contested in good faith; (lxiii) entered into any material Contract (or series of related Contracts that together are material to the Company, any Subsidiary or the Seller Parties) relating to the Business outside the ordinary course of business; or (m) entered into any transaction with any of the other Seller Parties or any Affiliate thereof.into

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since March 31, 2012the date of the Current Balance Sheet, there has been no Material Adverse Change to the Business, the Company, any Subsidiary or any Subsidiary’s business and, except as expressly allowed by the terms of this Agreement or set out in forth on Schedule 2.5, neither the Company nor any Subsidiary has: has not (a) issued, sold, pledged, disposed of or encumbered any shares of its capital stock of any class or entered into any merger, consolidation, share exchange, or similar transaction; (b) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice or in excess of $10,000 or with a term greater than one year100,000; (c) sold, leased, or transferred any Assets (as defined below) material assets or its interests in the Leased Real Property Property, other than in the ordinary course of business consistent with past practice; (d) waived, cancelledcanceled, compromised, or released any material rights other than in the ordinary course of business consistent with past practice; (e) made (or failed to make) any material payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (f) modified, terminated, or entered into any Material Contract other than as provided herein or in the ordinary course of business consistent with past practice; (g) imposed, permitted to be imposed, or permitted to exist any material security interest or other Lien (other than Permitted Liens) on any of the Assets Company’s assets or the Leased Real Property, other than in the ordinary course of business consistent with past practice; (hg) other than as set out in Schedule 2.5, changed the compensation payable or to become payable to its employees, officers, or directors or, except as presently bound to do, or granted any bonus, severance, or termination pay to, or entered into or modified any bonus, employment, severance, or other compensatory agreement with, any of its directors, officers, officers or Employeesemployees other than in the ordinary course of business consistent with past practice; (ih) taken made any action material change with respect to accounting policies or procedures or made any material adjustment to its books and records other than in the ordinary course of business and in a manner consistent with past practices; (ji) incurred any indebtedness for borrowed money or capitalized equipment lease obligations or made guarantees thereof; (kj) delayed paying any account payable beyond the date on which it is due and payable except to the extent consistent with past practice or where such account is being contested in good faithfaith and for which reserves determined in accordance with GAAP have been established; (lk) terminated, modified, or entered into any material Material Contract (or series of related Contracts that together are material to the Company, any Subsidiary or the Seller Parties) Company relating to the Business Business) outside the ordinary course of businessbusiness or involving payments or receipts in excess of $150,000 on an annual basis; or (ml) entered into any transaction with any of the other Seller Parties or any Affiliate thereof, other than (i) any brokerage services that are performed in the ordinary course of business consistent with past practice, (ii) any services to be performed pursuant to the TSA, or (iii) any services set forth on Schedule 2.5; (n) implemented any material changes to its accounts receivable collection practices; (o) changed or slowed down its levels of maintenance or information technology in any material respect, or failed to make any budgeted capital expenditures or (p) committed to do any of the foregoing.