Common use of Changes Clause in Contracts

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ ' business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ ' officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ ' contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ ' stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ ' assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateSeptember 30, 2006, except as disclosed in or any Exchange Act Filing or in any other Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, properties or operations or prospects, which, individually or in of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, hypothecation or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Statement Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (ia) any Any change in its or any of its Subsidiaries’ business, the assets, liabilities, financial condition (financial or otherwise)operations of the Company from that reflected in the Financial Statements, propertiesother than changes in the ordinary course of business, operations or prospects, which, none of which individually or in the aggregate, aggregate has had, had or could reasonably be is expected to have, have a Material Adverse EffectEffect on such assets, liabilities, financial condition, operations or prospects of the Company; (iib) any Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or its Subsidiaries’ officers, termination of employment of any such officer or key employees or groups of employeesemployee; (iiic) any Any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any Any damage, destruction or loss, whether or not covered by insurance, which that has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (ve) any Any waiver by it or any of its Subsidiaries the Company of a valuable right or of a material debt owed to it; (vif) any Any direct or indirect material loans made by it or any of its Subsidiaries the Company to any shareholder, employee, officer or director of its or any of its Subsidiaries’ stockholders, employees, officers or directorsthe Company, other than advances made in the ordinary course of business; (viig) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (viiih) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assetsthe Company; (ixi) any Any labor organization activity related to it or any of its Subsidiariesactivity; (xj) any Any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesthe Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any Any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xiil) any Any change in any material agreement to which it or any of its Subsidiaries the Company is a party or by which either it or any of its Subsidiaries is bound which, either individually which has had or in the aggregate, has had, or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (xiiim) any Any other event or condition of any character that, either individually or in the aggregatecumulatively, has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; or (xivn) any Any arrangement or commitment by it or any of its Subsidiaries the Company to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements2008, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, occurred or could reasonably be expected to have, a occur any of the following: (a) any Material Adverse EffectChange; (iib) any resignation or termination of any of its or its Subsidiaries’ officersofficer, key employees employee or groups of employeesemployees of the Corporation, any Subsidiary or any Owned Entity; (iiic) any material change, except in the ordinary course of business, in the contingent obligations of the Corporation, its Subsidiaries or any of its Subsidiaries’ contingent obligations Owned Entity by way of guarantyGuarantee, endorsement, indemnity, warranty or otherwiseother contractual arrangement; (ivd) any damage, destruction or loss, whether or not covered by insurance, which that has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (ve) any waiver by it the Corporation, any Subsidiary or any of its Subsidiaries Owned Entity of a valuable material right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viif) any material change increase in any compensation arrangement or agreement with any employee, officer, officer or director other than routine annual increases in compensation or stockholderpromotions or bonuses awarded in the ordinary course of business; (viiig) to the knowledge of the Corporation, any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor labour organization activity related to it the Corporation or any of its SubsidiariesSubsidiary; (xh) any debtIndebtedness, obligation or liability incurred, assumed or guaranteed by it the Corporation, any Subsidiary or any of its SubsidiariesOwned Entity, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xii) any sale, assignment or transfer of any Intellectual Property Proprietary Asset, other than the nonexclusive license by the Corporation, any Subsidiary or other intangible assetsany Owned Entity of such Proprietary Assets to customers, suppliers or contract manufacturers in the ordinary course of business consistent with past practices; (xiij) any change in any material agreement Material Contract to which it the Corporation, any Subsidiary or any of its Subsidiaries Owned Entity is a party or by which either it or any of its Subsidiaries is bound whichbound, either individually or in the aggregate, which change has had, had or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivk) any arrangement or commitment by it the Corporation, any Subsidiary or any of its Subsidiaries Owned Entity to do any of the acts described in subsection (i) through (xiii) of this Section 12(h)4.13.

Changes. Since the Balance Sheet DateMarch 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any ------- Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director director, stockholder of the Company or stockholderany of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateSeptember 30, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements2016, there has not been: (ia) any change in its or any of its Subsidiaries’ business, the assets, liabilities, financial condition (financial or otherwise)operating results of the Buyer and its Subsidiaries, propertiesexcept changes in the ordinary course of business that have not caused, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Buyer Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, that would have a Buyer Material Adverse Effect; (vc) any waiver or compromise by it the Buyer or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vid) any direct satisfaction or indirect discharge of any lien, claim, or encumbrance or payment of any obligation by the Buyer or any of its Subsidiaries, except in the ordinary course of business and the satisfaction or discharge of which would not have a Buyer Material Adverse Effect; (e) any material loans made change to a material contract or agreement by it which the Buyer or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers their assets is bound or directors, other than advances made in the ordinary course of businesssubject; (viif) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viiig) any declaration resignation or payment termination of employment of any dividend officer of the Buyer; (h) any mortgage, pledge, transfer of a security interest in, or other distribution lien, created by the Buyer or any of its Subsidiaries, with respect to any of its material properties or assets, except liens for Taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Buyer’s or any of its Subsidiaries’ ownership or use of such property or assets; (ixi) any labor organization activity related loans or guarantees made by the Buyer or any of its Subsidiaries to it or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Buyer’s or any of its Subsidiaries’ capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Buyer or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Buyer Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or that could reasonably be expected to have, individually or result in the aggregate, a Buyer Material Adverse Effect; (xiiil) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Buyer or any of its Subsidiaries; (m) to the Buyer’s Knowledge, any other event or condition of any character thatcharacter, either individually other than events affecting the economy or in the aggregateBuyer’s industry generally, has had, or that could reasonably be expected to have, individually or result in the aggregate, a Buyer Material Adverse Effect; or (xivn) any arrangement or commitment by it the Buyer or any of its Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)3.15.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule Section 8.20 of Borrower’s Disclosure Schedule, with respect to this Agreement or to any of the Ancillary AgreementsBorrower, there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, managers, members, employees, managers, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, manager, director or stockholderequity holder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ixi) any labor organization activity related to it or any of its Subsidiariesit; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesit, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or other intangible assetsCollateral; (xiil) any change in any material agreement Material Contract to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)8.20.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateMarch 31, 2006, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Securities Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise, other than (A) any Permitted Guarantees, or (B) any new licenses arising from the purchase of “off the shelf” or other standard products containing indemnification provisions protecting the licensor thereof; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its the assets of the Company or any of its Subsidiaries’ assetsSubsidiaries (for the sake of clarity, advances and repayments of intercompany loans and advances among the Company and its Subsidiaries are not such distributions); (ixi) any labor organization activity related to it the Company or any of its Subsidiaries; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and amounts, for current liabilities incurred in the ordinary course of business, and for Permitted Indebtedness and Permitted Guarantees; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any Section 8.21 of the Ancillary AgreementsBorrower’s Disclosure Schedule, with respect to Borrower, there has not been: (ia) any change in its or any of its Subsidiaries’ businessBusiness, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, managers, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, manager, officer, director or stockholderequity holder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ixi) any labor organization activity related to it or any of its Subsidiariesit; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesit, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or Collateral other intangible assetsthan Inventory in the ordinary course of business; (xiil) any change in any material agreement Material Contract to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)8.20.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ ' business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ ' officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ ' contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ ' stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ ' assets; (ixi) any labor organization activity related to it or any of its Subsidiaries; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xiil) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Except as set forth in Appendix H, Since September 30, 2020, the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any operations and business of the Ancillary Agreements, there has not been: (i) any change Borrower have been conducted in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except all respects only in the ordinary course of business, the Borrower has not entered into any transaction which was not in its or any the ordinary course of its Subsidiaries’ contingent obligations by way business and there has not been: (i) any material change in the assets, liabilities, financial condition or operating results of guaranty, endorsement, indemnity, warranty or otherwise; the Borrower; (ivii) any damage, destruction or loss, whether or not covered by insurance, which has hadto any of the material assets, properties, financial condition, operating results, prospects or could reasonably business of the Borrower (as such business is presently conducted and as it is proposed to be expected to have, individually or in the aggregate, a Material Adverse Effect; conducted); (viii) any waiver or compromise by it or any of its Subsidiaries the Borrower of a valuable right or of a material debt owed to it; ; (viiv) any direct satisfaction or indirect discharge of any lien, claim or encumbrance or payment of any obligation by the Borrower; (v) any change or amendment to a material loans made contract or arrangement by it which the Borrower or any of its Subsidiaries to any of its assets or any of its Subsidiaries’ stockholders, employees, officers properties are bound or directors, other than advances made in the ordinary course of business; subject; (viivi) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; shareholder of the Borrower; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xivii) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets of the Borrower; (viii) any resignation or termination of employment of any officer or key employee of the Borrower; (ix) any receipt of written notice that there has been a loss of, or material order cancellation by, any major customer of the Borrower; (x) any mortgage, pledge, transfer of a Security Interest in, or lien, created by the Borrower, with respect to any of its material properties or assets; , except liens for taxes not yet due or payable; (xi) any loans or guarantees made by the Borrower to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (xii) any change declaration, setting aside or payment or other distribution in respect of any material agreement to which it of the Borrower’s share capital, or any direct or indirect redemption, purchase or other acquisition of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; such share capital; (xiii) any other event or condition of any character thatthat might to the Borrower’s knowledge, either individually materially and adversely affect the assets, properties, financial condition, operating results or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any business of the acts described in subsection (i) through (xiii) of this Section 12(h)Borrower, as such business is presently conducted and as it is proposed to be conducted.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any Section 8.20 of the Ancillary AgreementsBorrower’s Disclosure Schedule, with respect to Borrower, there has not been: (ia) any change in its or any of its Subsidiaries’ businessBusiness, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurancebyinsurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, managers, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, manager, officer, director or stockholderequity holder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ixi) any labor organization activity related to it or any of its Subsidiariesit; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesit, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or Collateral other intangible assetsthan Inventory in the ordinary course of business; (xiil) any change in any material agreement Material Contract to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)8.20.

Changes. Since the Balance Sheet Date, except Except as disclosed set forth in any Exchange Act Filing or in any Schedule to this Agreement or to any Section 2.18 of the Ancillary AgreementsDisclosure Schedule, since March 31, 2010, there has not been: (ia) any change in its or any of its Subsidiaries’ business, the assets, liabilities, condition (financial condition, prospects or otherwise), properties, operations of the Company or prospects, which, individually or the Subsidiaries from that reflected in the aggregateFinancial Statements, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except other than changes in the ordinary course of business, none of which individually or in its the aggregate has had or any is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of its the Company or the Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has hadmaterially adversely affecting the business, properties, operations, financial condition, or, to the Company’s actual knowledge, prospects of the Company or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries; (vc) any waiver or compromise by it the Company or any of its the Subsidiaries of a valuable right or of a material debt owed to itthe Company or the Subsidiaries, respectively; (vid) any direct satisfaction or indirect discharge of any material loans made lien, claim, or encumbrance or payment of any obligation by it the Company or any of its Subsidiaries to any of its or any of its the Subsidiaries’ stockholders, employees, officers or directors, other than advances made except in the ordinary course of business; (viie) any sale, assignment, exclusive license or transfer of Intellectual Property or other assets; (f) any resignation or termination of employment of any key officer of the Company or the Subsidiaries, and the Company is not aware of any impending resignation or termination of employment of any such key officer; (g) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or the Subsidiaries; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or the Subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (i) any declaration, setting aside, or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company or the Subsidiaries; (j) any change in any material agreement to which the Company or the Subsidiaries is a party or by which the Company or the Subsidiaries is bound that materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company or the Subsidiaries; (k) any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations of the Company or the Subsidiaries; (l) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration stockholder of the Company or payment of any dividend or other distribution of its or any of its the Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivm) any arrangement agreement or commitment by it the Company or any of its the Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)2.18.

Changes. Since the Balance Sheet DateDecember 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it or any of its Subsidiaries the Company is a party or by which either it or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above as limited therein.

Changes. Since the Balance Sheet DateDecember 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since To the Balance Sheet DateCompany’s knowledge, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince May 13, 2008, there has not been: (ia) any change in its or any of its Subsidiaries’ business, the assets, liabilities, financial condition (financial or otherwise), properties, operations or prospects, which, individually or in operating results of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material changeSCR-Tech Entities, except changes in the ordinary course of businessbusiness that have not caused, in its or any of its Subsidiaries’ contingent obligations by way of guarantythe aggregate, endorsement, indemnity, warranty or otherwisea Material Adverse Effect on the SCR-Tech Entities; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, that would have a Material Adverse EffectEffect on the SCR-Tech Entities; (vc) any waiver or compromise by it or any of its Subsidiaries the Company of a valuable right or of a material debt owed to itany of the SCR-Tech Entities; (vid) any direct satisfaction or indirect material loans made discharge of any lien, claim, or encumbrance or payment of any obligation by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholdersthe Company, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness and the satisfaction or discharge of which would not have a Material Adverse Effect on the SCR-Tech Entities; (viie) any material change in any compensation arrangement to a material contract or agreement with any employee, officer, director by which CoaLogix or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the SCR-Tech Entities or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it their assets is bound or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariessubject, except those for immaterial amounts and for current liabilities incurred changes in the ordinary course of businessbusiness that have not caused, in the aggregate, a Material Adverse Effect on the SCR-Tech entities; (xif) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of the material properties or assets of the SCR-Tech Entities, except (i) liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s or the SCR-Tech Entities’ ownership or use of such property or assets or (ii) as set forth on Section 2.11(f) of the Disclosure Schedule; (g) any sale, assignment or transfer of any Company Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or that could reasonably be expected to have, individually or result in the aggregate, a Material Adverse EffectEffect to the SCR-Tech Entities; (xiiih) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of any of the SCR-Tech Entities; or (i) except as set forth on Section 2.11(i) of the Disclosure Schedule, any other event or condition of any character thatcharacter, either individually other than events affecting the economy or in the aggregateCompany’s industry generally, has had, or that could reasonably be expected to haveresult in a Material Adverse Effect to the SCR-Tech Entities. To the Company’s knowledge, individually or since May 13, 2008 (x) the SCR-Tech Entities have carried on and operated their business in the aggregate, ordinary course of business and (y) the SCR-Tech Entities have not suffered a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except Except as disclosed set forth in any Exchange Act Filing or in any Schedule to this Agreement or to any 5.17 of the Ancillary AgreementsAcquirer Disclosure Schedule, since the Financial Date, there has not been: (ia) any change in its the assets, liabilities, financial condition or operating results of Acquirer or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or Subsidiaries from that reflected in the aggregateAcquirer Financial Statements., has had, or could except changes in the ordinary course of business that would not reasonably be expected to have, result in a Acquirer Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has had, or could that would reasonably be expected to have, individually or result in the aggregate, a Acquirer Material Adverse Effect; (vc) any waiver by it Acquirer or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vid) any direct satisfaction or indirect material loans made discharge of any Encumbrance or payment of any obligation by it or any of its Subsidiaries to any of its Acquirer or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness and that would not reasonably be expected to result in a Acquirer Material Adverse Effect; (viie) any material change or amendment to a material contract or arrangement by which Acquirer, any of its Subsidiaries or any of their respective assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any key employee, officer, director or stockholder; (viiig) any declaration sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of any key officer of Acquirer or any of its Subsidiaries; and Acquirer, to the knowledge of the Acquirer, does not know of the impending resignation or termination of employment of any such officer; (i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Acquirer or any of its Subsidiaries; (j) any mortgage, pledge, transfer of a security interest in, or Encumbrance created by, Acquirer or any of its Subsidiaries with respect to any of their respective properties or assets, except liens for taxes not yet due or payable; (k) any loans or guarantees made by Acquirer or any of its Subsidiaries to or for the benefit of its employees, stockholders, officers, or directors, or any members of their immediate families, other than travel advances, other advances made in the ordinary course of business and loans in connection with the exercise of options; (l) any declaration, setting aside, or payment of any dividend or other distribution of the assets of Acquirer or any of its Subsidiaries in respect of any of the capital stock of Acquirer or any of its Subsidiaries’ assets; (ix) , or any labor organization activity related to it direct or indirect redemption, purchase, or other acquisition of any of such stock by Acquirer or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could that would reasonably be expected to havematerially and adversely affect the business, individually properties, prospects, or in the aggregatefinancial condition of Acquirer and its Subsidiaries, taken as a Material Adverse Effectwhole (as such business is presently conducted and as it is presently proposed to be conducted); or (xivn) any arrangement agreement or commitment by it Acquirer or any of its Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)5.17.

Changes. Since the Balance Sheet Date, except Except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or ------- to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateJune 30, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company, which, individually or in the aggregate, has had, had or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officersofficer, key employee or group of employees or groups of employeesthe Company; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries the Company of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries the Company to any stockholder, employee, officer or director of its or any of its Subsidiaries’ stockholders, employees, officers or directorsthe Company, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder that could reasonably be expected to have a Material Adverse Effect; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assetsthe Company; (ixi) to the best of the Company's knowledge, any labor organization activity related to it or any of its Subsidiariesthe Company; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesthe Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets;. (xiil) any change in any material agreement to which it or any of its Subsidiaries the Company is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries the Company to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since Except as described in the Balance Sheet DateAgreements listed at Schedule 4.7 (a), except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince June 30th, 2010, there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, Any event that has had, had or could reasonably be expected to haveadversely affect the financial condition, a Material Adverse Effectbusiness, results of operations or prospects of the Company or any of its Subsidiaries in any material manner; (iib) any Any resignation or termination of any of its or its Subsidiaries’ officersexecutive officer, key employee or group of employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivc) any Any damage, destruction or loss, whether or not covered by insurance, which has had, with respect to the properties and assets of the Company or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectany of its Subsidiaries; (vd) any Any waiver or compromise by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itthem; (vie) any direct or indirect material Any loans made by it the Company or any of its Subsidiaries to any stockholder, employee, executive officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viif) any Any material change in any compensation arrangement or agreement with any employee, executive officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiig) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xh) Any labor organization activity related to the Company or any debt, obligation or liability of its Subsidiaries; (i) Any debt incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xij) any Any sale, mortgage, pledge, transfer, lease or other assignment or transfer of any Intellectual Property (as defined below) owned by the Company or other intangible assetsany of its Subsidiaries; (xiik) any Any material change in any material agreement to which it Material Contract; (l) Any sale, mortgage, pledge, transfer, lease or other assignment of any of the tangible assets of the Company or any of its Subsidiaries is a party or outside of the ordinary course of business; (m) Any capital expenditure by which either it the Company or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition excess of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect$10,000; or (xivn) any Any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any 5% or greater stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder5% or greater stockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or lossloss to the Company's assets, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) to the Company's knowledge, any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) to the Company's knowledge, any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except Except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any set forth on Section 2.13 of the Ancillary AgreementsDisclosure Schedule, the Seller has been operating the Business in the ordinary course consistent with past practice, and since December 31, 2013 there has not been: (ia) any change in its or any of its Subsidiaries’ business, the assets, liabilities, financial condition (financial or otherwise), properties, operations or prospects, which, individually or operating results of the Seller from that reflected in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material changeFinancial Statements, except changes in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectexcess of $25,000; (vc) any waiver or compromise by it or any of its Subsidiaries Seller of a valuable right or of a material debt owed to it; (vid) any direct satisfaction or indirect material loans made discharge of any Lien or payment of any obligation by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholdersthe Seller, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness and the satisfaction or discharge of which would not reasonably be expected to be material; (viie) any change to a Material Contract; (f) any material change in any compensation arrangement or agreement with any employee, officer, director member or stockholderinterestholder; (viiig) any declaration resignation or payment termination of employment of any dividend officer or other distribution employee of its the Seller; (h) any mortgage, pledge, transfer of a security interest in, or Lien, created by the Seller, with respect to any of its Subsidiaries’ material properties or assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those Liens for immaterial amounts taxes not yet due or payable and for current liabilities incurred liens that arise in the ordinary course of business and do not materially impair the Seller’s ownership or use of such property or assets; (i) any loans or guarantees made by the Seller to or for the benefit of its employees, officers, directors or managers, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (xij) any incurrence of Indebtedness; (k) any sale, assignment or transfer of any Intellectual Property or other intangible assetsProperty; (xiil) any change sale, assignment or transfer of any assets of the Seller other than in any material agreement to which it or any the ordinary course of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbusiness; (xiiim) any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Business; (n) to each of the Seller Parties’ knowledge, any other event or condition of any character thatcharacter, either individually or in the aggregate, has had, or could that would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect; or (xivo) any arrangement or commitment by it or any of its Subsidiaries the Seller to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)2.13.

Changes. Since the Balance Sheet DateExcept as set forth on Schedule 4.19, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince December 31, 1996, there has not been: (ia) any change in its the assets, liabilities, financial condition or operating results of the Company or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, whichexcept changes in the ordinary course of business that could not reasonably be expected, individually or in the aggregate, has had, or could reasonably be expected to have, have a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has had, or insurance that could reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect; (vc) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itit outside of the ordinary course of business or that otherwise could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (vid) any direct satisfaction or indirect material loans made discharge of any Lien or payment of any obligation by it the Company or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (e) any of its change or amendment to a contract or arrangement by which the Company or any of its Subsidiaries’ stockholdersSubsidiaries or any of their respective assets or properties is bound or subject that could reasonably be expected, employeesindividually or in the aggregate, officers or directors, to have a Material Adverse Effect; (f) other than advances made in the ordinary course of business; (vii) , any material change increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment employee of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party receiving compensation; (g) any events or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or circumstances that otherwise could reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; orand (xivh) any arrangement or commitment by it none of the Company or any of its Subsidiaries to do any of the acts described in subsection has (i) through declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock or equity interests, (xiiiii) incurred any indebtedness for money borrowed in excess of this Section 12(h)$20,000, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $20,000, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $20,000 in any one transaction or series of related transactions.

Changes. Since the Balance Sheet DateMarch 31, 2005 , except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateMarch 31, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, 2002 there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilitiesdevelopment, condition (financial or otherwise), properties, operations circumstance which has had or prospects, which, individually or in the aggregate, has had, or could should reasonably be expected to have, have a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiib) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has hadmaterially and adversely affecting the assets, properties, financial condition, operating results or could reasonably be expected to have, individually business of the Company or in the aggregate, a Material Adverse Effectany of its Subsidiaries (as such business is presently conducted); (vc) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or any of its Subsidiaries, except in the ordinary course of business; (d) any waiver by it the Company or any of its Subsidiaries of a valuable material right or of a material debt owed to it; (vie) any direct change or indirect amendment to a material loans made contract or material arrangement by it which the Company, any of its Subsidiaries or any of its Subsidiaries to any of its assets or any of its Subsidiaries’ stockholdersproperties is bound or subject, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness which have not been in the aggregate materially adverse; (viif) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any employee or group of its Subsidiaries’ assets; (ixemployees who receive, in the aggregate, a material amount of cash, options and other remuneration under such arrangement(s) any labor organization activity related to it or agreement(s), of the Company or any of its Subsidiaries; (xg) any debtsale, obligation assignment, license or liability incurredtransfer of any patents, assumed trademarks, copyrights, trade secrets or guaranteed by it other intangible assets of the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred Subsidiaries other than non-exclusive licenses in the ordinary course of business; (xih) any sale, assignment resignation or transfer termination of employment of any Intellectual Property officer of the Company or other intangible assetsany of its Subsidiaries; and the Company does not know of the impending resignation or termination of employment of any such officer; (xiii) to the actual knowledge of any director or executive officer of the Company, receipt of notice that there has been a loss of, or order cancellation by, any major customer of the Company or any of its Subsidiaries; (j) any change in any material agreement to which it loans made by the Company or any of its Subsidiaries is a party to or by which either it for the benefit of its employees, officers or directors, or any members of its Subsidiaries is bound which, either their immediate families in excess of $250,000 individually or in the aggregate, has hadother than travel advances and other advances made in the ordinary course of its business, or could reasonably be expected any guarantees made by the Company or any of its subsidiaries to have, individually or for the benefit of any of the foregoing persons other than in the aggregate, a Material Adverse Effectordinary course; (xiiik) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct redemption, purchase or other acquisition of any of such stock by the Company or any of its Subsidiaries; (l) any other event or condition of any character that, either individually or in that the aggregate, has had, or could Company believes would reasonably be expected to have, individually or in the aggregate, cause a Material Adverse Effect; or (xivm) any arrangement agreement or commitment by it the Company or any of its Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)2.19.

Changes. Since the Balance Sheet Measurement Date, except as disclosed in any Exchange Act Filing or in any on Schedule to this Agreement or to any of the Ancillary Agreements6.10, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of any Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any key officer, key employee or group of key employees of any Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of any Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any express waiver by it any Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it any Company or any of its Subsidiaries to any equity holder, employee, officer or director of its any Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderequity holder of any Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or the assets of any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (xi) any labor organization activity related to any Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it any Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property patent, trademark, copyright, trade secret or other intangible assetsasset owned by any Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it any Company or any of its Subsidiaries is a party or by which either it any Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it any Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) except for additional loan disbursements by Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Parent”) to the Company under those certain demand notes issued by the Company to the Parent (the “Parent Disbursements”), any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) except for the Parent Disbursements, any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except for (i) the Parent Disbursements, and (ii) those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Company or any of its Subsidiaries, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any officer, key employee or group of employees of Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its the contingent obligations of Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it Company or any of its Subsidiaries to any stockholder, employee, officer or director of its Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the assets of Company or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it Company or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateJune 30, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, 2009 there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, Any event that has had, had or could reasonably be expected to haveadversely affect the financial condition, a Material Adverse Effectbusiness, results of operations or prospects of the Company or any of its Subsidiaries in any material manner; (iib) any Any resignation or termination of any of its or its Subsidiaries’ officersexecutive officer, key employee or group of employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivc) any Any damage, destruction or loss, whether or not covered by insurance, which has had, with respect to the properties and assets of the Company or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectany of its Subsidiaries; (vd) any Any waiver or compromise by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itthem; (vie) any direct or indirect material Any loans made by it the Company or any of its Subsidiaries to any stockholder, employee, executive officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viif) any Any material change in any compensation arrangement or agreement with any employee, executive officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiig) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xh) Any labor organization activity related to the Company or any debt, obligation or liability of its Subsidiaries; (i) Any debt incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xij) any Any sale, mortgage, pledge, transfer, lease or other assignment or transfer of any Intellectual Property (as defined below) owned by the Company or other intangible assetsany of its Subsidiaries; (xiik) any Any material change in any material agreement to which it Material Contract; (l) Any sale, mortgage, pledge, transfer, lease or other assignment of any of the tangible assets of the Company or any of its Subsidiaries is a party or outside of the ordinary course of business; (m) Any capital expenditure by which either it the Company or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition excess of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect$10,000; or (xivn) any Any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateJune 30, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Company or any of its Subsidiaries, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any officer, key employee or group of employees of Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its the contingent obligations of Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it Company or any of its Subsidiaries to any stockholder, employee, officer or director of its Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the assets of Company or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it Company or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateDecember 31, 2002, except as disclosed in any Exchange Act Filing SEC Filings, including without limitation, the Form 10-Q and current reports on Form 8-K, the Annual Report, or in any Schedule to this Agreement or to any Section 3.9(c) of the Ancillary AgreementsDisclosure Schedule, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, been no event which has had, or could reasonably be expected to have, a Material Adverse Effect. Since March 31, 2003, except as disclosed in Section 3.9(c) of the Disclosure Schedule, the Company and its subsidiaries have conducted their business in all material respects in the ordinary course consistent with past practices, and without limiting the generality of the foregoing, there has not been any: (a) change, occurrence or circumstance in or affecting the business, assets, liabilities, financial condition, operations or prospects of the Company or any of its subsidiaries that has had or may reasonably be expected to have a Material Adverse Effect; (iib) any resignation or termination of any key officers, employees or consultants of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employeessubsidiaries; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwiseotherwise which has had or may reasonably be expected to have a Material Adverse Effect; (ivd) any damage, destruction or loss, whether or not covered by insurance, which that has had, had or could may reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on the Company; (ve) any waiver by it the Company or any of its Subsidiaries subsidiaries of a valuable material right or of a material debt owed to itany of them which has had or may reasonably be expected to have a Material Adverse Effect; (vif) any direct or indirect material loans or advances made by it the Company or any of its Subsidiaries subsidiaries to any stockholder, employee, consultant, officer, director or Affiliate of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directorssubsidiaries, other than loans or advances made in the ordinary course of businessbusiness or, in the aggregate, not exceeding $250,000; (viig) any material change in any compensation arrangement or agreement with any employee, consultant, officer, director or stockholdershareholder has had or may reasonably be expected to have a Material Adverse Effect; (viiih) any declaration or payment of any dividend or other distribution of its assets of the Company or any of its Subsidiaries’ assetssubsidiaries or any direct or indirect redemption, purchase, retirement or other acquisition of any shares of its capital stock has had or may reasonably be expected to have a Material Adverse Effect; (ixi) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiariessubsidiaries, except those for immaterial amounts and not exceeding $250,000 in the aggregate or for current liabilities incurred in the ordinary course of business; (xij) any sale, assignment or transfer of any Intellectual Property of the assets or other intangible assets; (xii) any change in any material agreement to which it rights of the Company or any of its Subsidiaries is a party subsidiaries (other than the sale of their respective inventory in the ordinary course of business), including patents, trademarks, copyrights, trade secrets or by which either it other intangible assets or intellectual property, or any mortgage or pledge of or Lien imposed upon any of the assets or properties of the Company or any of its Subsidiaries is bound subsidiaries, except in the ordinary course of business except any such sales, assignments, transfers, mortgages, pledges or liens which, either individually or in the aggregateaggregates, has have had, or could may reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiik) change in or event of default under any material agreement to which the Company or any of its subsidiaries is a party or by which any of them is bound which modification or event of default has had or may reasonably be expected to have, a Material Adverse Effect; (l) purchase or other acquisition of any operating business or a material amount of assets or the capital stock of any other Person; or (m) other event or condition of any character that, either individually or in the aggregatecumulatively, has had, had or could may reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any key officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property material patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any waiver by it resignation or termination of any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director key employee or stockholder; (viii) any declaration or payment group of any dividend or other distribution employees of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xc) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesmaterial change, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer in the contingent obligations of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it the Company or any of its Subsidiaries is a party by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by which either it or any of its Subsidiaries is bound which, either individually or in the aggregateinsurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiie) any waiver by the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (f) any direct or indirect loans made by the Company or any of its Subsidiaries to any stockholder, employee, officer or director of the Company or any of its Subsidiaries, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any key employee, officer, director or stockholder of the Company or any of its Subsidiaries; (h) any declaration or payment of any dividend or other distribution of the assets of the Company or any of its Subsidiaries; (i) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by the Company or any of its Subsidiaries in excess of a principal amount of $300,000 in the aggregate, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer of any material patents, trademarks, copyrights, trade secrets or other intangible assets owned by the Company or any of its Subsidiaries other than in the ordinary course of business; (l) any change in any material agreement to which the Company or any of its Subsidiaries is a party or by which either the Company or any of its Subsidiaries is bound which either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (m) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateJune 30, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, 2002 there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilitiesdevelopment, condition (financial or otherwise), properties, operations circumstance which has had or prospects, which, individually or in the aggregate, has had, or could should reasonably be expected to have, have a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiib) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has hadmaterially and adversely affecting the assets, properties, financial condition, operating results or could reasonably be expected to have, individually business of the Company or in the aggregate, a Material Adverse Effectany of its Subsidiaries (as such business is presently conducted); (vc) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or any of its Subsidiaries, except in the ordinary course of business; (d) any waiver by it the Company or any of its Subsidiaries of a valuable material right or of a material debt owed to it; (vie) any direct change or indirect amendment to a material loans made contract or material arrangement by it which the Company, any of its Subsidiaries or any of its Subsidiaries to any of its assets or any of its Subsidiaries’ stockholdersproperties is bound or subject, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness which have not been in the aggregate materially adverse; (viif) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any employee or group of its Subsidiaries’ assets; (ixemployees who receive, in the aggregate, a material amount of cash, options and other remuneration under such arrangement(s) any labor organization activity related to it or agreement(s), of the Company or any of its Subsidiaries; (xg) any debtsale, obligation assignment, license or liability incurredtransfer of any patents, assumed trademarks, copyrights, trade secrets or guaranteed by it other intangible assets of the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred Subsidiaries other than non-exclusive licenses in the ordinary course of business; (xih) any sale, assignment resignation or transfer termination of employment of any Intellectual Property officer of the Company or other intangible assetsany of its Subsidiaries; and the Company does not know of the impending resignation or termination of employment of any such officer; (xiii) to the actual knowledge of any director or executive officer of the Company, receipt of notice that there has been a loss of, or order cancellation by, any major customer of the Company or any of its Subsidiaries; (j) any change in any material agreement to which it loans made by the Company or any of its Subsidiaries is a party to or by which either it for the benefit of its employees, officers or directors, or any members of its Subsidiaries is bound which, either their immediate families in excess of $250,000 individually or in the aggregate, has hadother than travel advances and other advances made in the ordinary course of its business, or could reasonably be expected any guarantees made by the Company or any of its subsidiaries to have, individually or for the benefit of any of the foregoing persons other than in the aggregate, a Material Adverse Effectordinary course; (xiiik) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct redemption, purchase or other acquisition of any of such stock by the Company or any of its Subsidiaries; (l) any other event or condition of any character that, either individually or in that the aggregate, has had, or could Company believes would reasonably be expected to have, individually or in the aggregate, cause a Material Adverse Effect; or (xivm) any arrangement agreement or commitment by it the Company or any of its Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)2.19.

Changes. Since Except as set forth on Schedule 12(h), since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Eligible Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Eligible Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Eligible Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Eligible Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Eligible Subsidiaries to any of its or any of its Eligible Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Eligible Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Eligible Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Eligible Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Eligible Subsidiaries is a party or by which either it or any of its Eligible Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Eligible Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable material right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateMay 31, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, 2009 there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, Any event that has had, had or could reasonably be expected to haveadversely affect the financial condition, a Material Adverse Effectbusiness, results of operations or prospects of the Company or any of its Subsidiaries in any material manner; (iib) any Any resignation or termination of any of its or its Subsidiaries’ officersexecutive officer, key employee or group of employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivc) any Any damage, destruction or loss, whether or not covered by insurance, which has had, with respect to the properties and assets of the Company or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectany of its Subsidiaries; (vd) any Any waiver or compromise by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itthem; (vie) any direct or indirect material Any loans made by it the Company or any of its Subsidiaries to any stockholder, employee, executive officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viif) any Any material change in any compensation arrangement or agreement with any employee, executive officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiig) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xh) Any labor organization activity related to the Company or any debt, obligation or liability of its Subsidiaries; (i) Any debt incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xij) any Any sale, mortgage, pledge, transfer, lease or other assignment or transfer of any Intellectual Property (as defined below) owned by the Company or other intangible assetsany of its Subsidiaries; (xiik) any Any material change in any material agreement to which it Material Contract; (l) Any sale, mortgage, pledge, transfer, lease or other assignment of any of the tangible assets of the Company or any of its Subsidiaries is a party or outside of the ordinary course of business; (m) Any capital expenditure by which either it the Company or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition excess of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect$10,000; or (xivn) any Any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Datedate of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in any Exchange Act Filing or in any Schedule a subsequent SEC Report filed prior to this Agreement or to any of the Ancillary Agreements, there has not beendate hereof: (ia) any change in its there has been no event, occurrence or any of its Subsidiaries’ business, assets, liabilities, condition (financial development that has had or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or that could reasonably be expected to have, have a Material Adverse Effect; (iib) the Company has not incurred any resignation liabilities (contingent or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; otherwise) other than (iiiA) any material change, except trade payables and accrued expenses incurred in the ordinary course of business, business consistent with past practice and (B) liabilities not required to be reflected in its the Company’s financial statements pursuant to GAAP or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwisedisclosed in filings made with the Commission; (ivc) the Company has not altered its method of accounting or changed its principal registered public accounting firm; (d) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock; (e) there has not been any material damage, destruction or loss, whether or not covered by insurance, which has had, to any assets or could reasonably be expected to have, individually or in properties of the aggregate, a Material Adverse EffectCompany; (vf) there has not been any waiver waiver, not in the ordinary course of business, by it or any of its Subsidiaries the Company of a valuable material right or of a material debt owed to it; (vig) there has not been any direct satisfaction or indirect discharge of a material loans made lien, claim or encumbrance or payment of any obligation by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholdersthe Company, employees, officers or directors, other than advances made except in the ordinary course of business; (viih) other than the contemplated amendment to the Company’s certificate of incorporation pursuant to the Share Increase Proposal following approval by the Company’s stockholders, there has not been any change or amendment to the Restated Certificate or Bylaws, or termination of or material amendment to any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdercontract; (viiii) there has not been any declaration or payment material labor difficulties or, to the Company’s Knowledge, labor union organizing activities with respect to employees of any dividend or other distribution of its or any of its Subsidiaries’ assetsthe Company; (ixj) there has not been any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed material transaction entered into by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred the Company other than in the ordinary course of business; (xik) any sale, assignment or transfer there has not been a loss of the services of any Intellectual Property or other intangible assets; executive officer (xiias defined in Rule 405 under the Securities Act) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h)Company.

Changes. Since the Balance Sheet DateExcept as set forth on Schedule 2.18, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince January 1, 2020, there has not been: (i) have been no events or circumstances of any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, kind that have had or could reasonably be expected to have, result in a Material Adverse Effect. Without limiting the generality of the foregoing, the Company has not: (a) modified any Contract listed (or required to be listed) on Schedule 2.12 or terminated any Contract that if not terminated would have been listed thereon; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) suffered any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, loss to any of its properties or assets (whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect); (vc) satisfied or discharged any waiver by it Lien or paid or incurred any Liability in excess of Twenty-Five Thousand Dollars ($25,000); (d) mortgaged, pledged, transferred a security interest in, or subjected to any Lien any of its properties or assets, except Liens for Taxes not yet due or payable and Liens that arise in the ordinary course of business and that do not materially impair its ownership or use of such property or assets; (e) entered into any loans or guarantees, to or for the benefit of its members, managers, employees or officers, or any of its Subsidiaries of a valuable right or of a material debt owed to ittheir respective Family Members; (vif) made (i) any direct filings, applications or indirect material loans made by it registrations with any Governmental Authority relating to COVID-19 or (ii) any of its Subsidiaries to other filings, applications or registrations with any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, Governmental Authority other than advances routine filings and registrations made in the ordinary course of business; (viig) sold, assigned, or transferred any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderCompany Intellectual Property; (viiih) purchased, sold, leased, exchanged or otherwise disposed of or acquired any declaration property or payment assets for which the aggregate consideration paid or payable is in excess of Twenty-Five Thousand Dollars ($25,000) in any dividend individual or other distribution series of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariestransactions, except those for immaterial amounts and for current liabilities incurred inventory in the ordinary course of business; (xii) changed its accounting practices or policies; (j) made or changed any saleTax election, assignment adopted or transfer changed any material Tax accounting method, settled or compromised any Tax claim or assessment, entered into any closing agreement in respect of Taxes, filed any amended Tax Return, or consented to the waiver or extension of the limitations period for any Tax claim or assessment; (k) disposed or agreed to dispose of any Intellectual Property material properties or other intangible assets; (xiil) any change in canceled or forgiven without fair consideration any material agreement Indebtedness or claims; (m) issued any equity interests; (n) granted options, warrants, calls or other rights to which it purchase or otherwise acquire its equity interests or other securities; (o) declared, set aside, made or paid any distribution in respect of its equity interests; (p) repurchased, redeemed or otherwise acquired any of its Subsidiaries is a party outstanding equity interests or by which either it other securities; (q) transferred, issued, sold or disposed of any of its Subsidiaries is bound which, either individually equity interests or in the aggregate, has hadother securities, or could reasonably be expected granted options, warrants, calls or other rights to have, individually purchase or in the aggregate, a Material Adverse Effectotherwise acquire any of its equity interests or other securities; (xiiir) commenced or settled any other event Legal Proceeding by it, or condition been given notice of the commencement or settlement of any character that, either individually or in the aggregate, has hadLegal Proceeding, or could reasonably be expected to havethe threat thereof, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by against it or relating to any of its Subsidiaries businesses, employees, properties or assets; (s) entered into, modified, or terminated any collective bargaining agreement or any other Contract with any workers’ representative organization, bargaining unit or Union representing or purporting or attempting to do represent any employees of the acts described in subsection (i) through (xiii) of this Section 12(h).Company;

Changes. Since Except as described in the Balance Sheet DateSEC Filings, except as disclosed in since March 31, 2011, there has not been any Exchange Act Filing event or in condition of any Schedule type that has had or would reasonably be likely to this Agreement have a material adverse effect on the business, financial condition or to any results of operations of the Ancillary AgreementsCompany and its subsidiaries, taken together as a whole. Except as described in the SEC Filings, since March 31, 2011, the respective businesses of the Company and each of its subsidiaries has been operated in the ordinary course consistent with past practices, and there has not been: (ia) any amendment or change to the Company’s certificate of incorporation or bylaws; (b) any material change in its the assets, liabilities, financial condition or operating results of the Company or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or subsidiaries from that reflected in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material changeSEC Filings, except for changes in the ordinary course of businessbusiness consistent with past practices; (c) any declaration or payment of any dividend, in its or any authorization or payment of any distribution, on any of the capital stock of the Company or any of its Subsidiaries’ contingent obligations subsidiaries (other than dividends by way any wholly-owned subsidiary of guarantythe Company to the Company or to another wholly-owned subsidiary of the Company), endorsement, indemnity, warranty or otherwiseany redemption or repurchase of any securities of the Company (other than in connection with the exercise of compensatory stock options); (ivd) any material damage, destruction or loss, whether or not covered by insurance, which has had, to any material assets or could reasonably be expected to have, individually properties of the Company or in the aggregate, a Material Adverse Effectany of its subsidiaries; (ve) any waiver by it the Company or any of its Subsidiaries subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct sale, assignment, exclusive license or indirect material loans made transfer by it the Company or any of its Subsidiaries to any subsidiaries of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in assets including any compensation arrangement or agreement with any employeematerial patents, officertrademarks, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debtcopyrights, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property trade secrets or other intangible assets; (xiig) any change in imposition of any material agreement to which it lien, claim, or encumbrance on any of the assets of the Company or any of its Subsidiaries is subsidiaries; (h) any receipt of notice that there has been a party loss of, or by which either it material order cancellation by, any major customer of the Company or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectsubsidiaries; or (xivi) any arrangement agreement or commitment by it or any of its Subsidiaries the Company to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)3.9.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employeesSubsidiaries (that is not an Inactive Subsidiary); (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries, except for the new employment agreement with ▇▇▇▇ ▇▇▇▇▇▇▇▇, the Company’s CEO and President, a copy of which has been provided to the Purchaser; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateJune 30, 2004 , except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its the assets of the Company or any of its Subsidiaries’ assets, other than dividends paid to the holders of the Company's Series C Preferred Stock; (ixi) any labor organization activity related to it the Company or any of its Subsidiaries; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since Except as set forth on Schedule 4.8, since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since Except as set forth in Schedule 12(h), since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ ' business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ ' officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ ' contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ ' stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ ' assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateDecember 31, 2004, except as disclosed in any Exchange Act Filing Filing, on Schedule 4.8 or in any other Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, properties or operations or prospects, which, individually or in of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, hypothecation or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateJune 30, 2003, except as set forth on Schedule 4.8 or as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any date of the Ancillary Agreements2018 Financial Statement, there has not been: (i) have been no events or circumstances of any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, kind that have had or could reasonably be expected to have, result in a Material Adverse Effect. Without limiting the generality of the foregoing, there has not been or the Company has not: (a) modified any Contract listed in Schedule 2.12 or terminated any Material Contract that if not terminated would have been listed therein; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) suffered any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, loss to any of its properties or assets (whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect); (vc) satisfied or discharged any waiver by it Lien or paid or incurred any obligation or liability in excess of Ten Thousand Dollars ($10,000); (d) mortgaged, pledged, transferred a security interest in, or subjected to any Lien any of its Subsidiaries properties or assets, except Liens for Taxes not yet due or payable and Liens that arise in the ordinary course of a valuable right business and that do not materially impair the Company’s ownership or use of a material debt owed to itsuch property or assets; (vie) entered into any direct loans or indirect material loans made by it guarantees, to or any for the benefit of its Subsidiaries to any of its or any of its Subsidiaries’ stockholdersdirectors, shareholders, employees, officers or directorsofficers, other than advances made or any members of their immediate families; (f) sold, assigned, or transferred any material Company Intellectual Property; (g) purchased, sold, leased, exchanged or otherwise disposed of or acquired any property or assets for which the aggregate consideration paid or payable is in excess of Ten Thousand Dollars ($10,000) in any individual or series of related transactions, except inventory in the ordinary course of business; (viih) any material change in any compensation arrangement changed its accounting practices or agreement with any employee, officer, director or stockholderpolicies; (viiii) made or changed any declaration Tax election, adopted or payment changed any Tax accounting method, settled or compromised any Tax claim or assessment, entered into any closing agreement in respect of Taxes, filed any amended Tax Return, or consented to the waiver or extension of the limitations period for any Tax claim or assessment; (j) disposed or agreed to dispose of any material properties or assets; (k) canceled or forgiven without fair consideration any material Indebtedness or claims; (l) issued any equity interests; (m) granted options, warrants, calls or other rights to purchase or otherwise acquire equity interests or other securities; (n) declared, set aside, made or paid any dividend or other distribution in respect of its or any of its Subsidiaries’ equity interests; (o) repurchased, redeemed or otherwise acquired any outstanding equity interests of the Company or other securities; (p) transferred, issued, sold or disposed of any equity interests or other securities of the Company, or granted options, warrants, calls or other rights to purchase or otherwise acquire equity interests or other securities of the Company; (q) commenced or settled any lawsuit by the Company, or been given notice of the commencement or settlement of any lawsuit or proceeding or other investigation, or the threat thereof, against the Company or relating to any of its businesses, properties or assets; (ixr) entered into any agreement with any workers’ representative organization, bargaining unit or Union; (s) received written notice of any claim for wrongful discharge or any other unlawful employment or labor organization activity related practice or action; (t) incurred any Indebtedness or amendment of the terms of any outstanding Indebtedness, except for obligations to it reimburse its employees for travel and business expenses incurred in the ordinary course of business consistent with past practices; (u) changed its ordinary course cash management practices with respect to the collection of Receivables and payment of payables and other current Liabilities; (v) hired or terminated any senior management-level employee, promoted, demoted or made any other change to the employment status or title of any officer or manager of the Company, or had any director or manager resign or be removed; (w) increased or made any other change to the salary, employment status, title or other compensation (including equity based compensation) payable or to become payable by the Company to any of its Subsidiaries; (x) any debtofficers, obligation directors, employees or liability incurredconsultants, assumed other than increases to base wages or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred salaries in the ordinary course of business; (xix) entered into any saleagreement, assignment Contract or transfer commitment for the grant by the Company of any Intellectual Property severance, termination pay or other intangible assetsbonus (in cash or otherwise) to any employee, including any officer or director; (xiiy) effected any recapitalization, reclassification, unit split or like change in any material agreement to which it or any the capitalization of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectCompany; (xiiiz) entered into any new line of business or materially changed the operations or business plan for any existing line of business; (aa) merged or consolidated with, or agreed to merge or consolidate with, or purchased or agreed to purchase all or substantially all of the assets of, or otherwise acquired or agreed to acquire, any business, business organization or division of any other event Person; (bb) amended the Company’s articles of incorporation or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbylaws; or (xivcc) any arrangement arranged or commitment by it or any of its Subsidiaries committed to do take any of the acts foregoing actions described in subsection (i) through (xiii) of this Section 12(h)2.17. Notwithstanding anything to the contrary in this Section 2.17, Sellers hereby warrant and represent to Purchaser that any and all assets of the Company, other than the MMTC License, the Certificate of Nursery Registration, and those assets provided to the Company by Purchaser prior to the Closing, shall be sold, distributed or otherwise transferred by the Company prior to the Closing.

Changes. Since Except as set forth on Schedule 12(k), since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ executive officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, executive officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with it or any of its Subsidiaries and any key employee, executive officer, director or stockholder; (viii) any declaration or payment of any dividend (other than as set forth in Section 7(i)(ii) as to dividends in respect of shares of Series B Preferred Stock) or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h12(k).

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any on Schedule 4.8 to this Agreement or to any of the Ancillary AgreementsAgreement, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) : any change in its or any of its Subsidiaries’ ' business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) ; any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; employees of it or any of its Subsidiaries (iii) that is not an Inactive Subsidiary); any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ ' contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) ; any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) ; any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) ; any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ ' stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) ; any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) ; any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ ' assets; (ix) ; any labor organization activity related to it or any of its Subsidiaries; (x) ; any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) ; any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) ; any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) ; any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) or any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Parent or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Parent or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Parent or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Parent or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Parent or any of its Subsidiaries to any stockholder, employee, officer or director of its the Parent or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Parent or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Parent or any of its Subsidiaries; (xi) any labor organization activity related to the Parent or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Parent or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Parent or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Parent or any of its Subsidiaries is a party or by which either it the Parent or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Parent or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since Except as reflected in the Balance Sheet DateFinancial Statements provided to Parent, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any since the end of the Ancillary Agreementslatest completed fiscal year of the Company, there has not been: (ia) any Any change in its the assets, liabilities, financial condition or operating results of the Company or any of its Subsidiaries’ businessSubsidiaries from that reflected in the Financial Statements, assetsother than changes in the ordinary course of business consistent with past practice, liabilities, condition (financial or otherwise), properties, operations or prospects, which, none of which individually or in the aggregate, aggregate has had, had or could reasonably be expected to have, have a Material Adverse Effect; (iib) any Any resignation or termination of any key officers or employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any Any material change, except in the ordinary course of businessbusiness consistent with past practice, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any Any damage, destruction or loss, whether or not covered by insurance, which has had, had or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (ve) any Any waiver by it the Company or any of its Subsidiaries of a valuable material right or of a material debt owed to it; (vif) any Any direct or indirect material loans made by it or any of its Subsidiaries the Company to any stockholder, employee, officer or director of its the Company, or a Subsidiary of the Company to any stockholder, employee, officer or director of its Subsidiaries’ stockholders, employees, officers or directorssuch Subsidiary, other than advances made in the ordinary course of businessbusiness consistent with past practice; (viig) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries, other than in the ordinary course of business consistent with past practices; (viiih) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any debtAny labor organization activity; (j) Any Indebtedness, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of businessbusiness consistent with past practice; (xik) any Any sale, assignment assignment, transfer or transfer license of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company or any of its Subsidiaries, except for (i) licenses to use such Intellectual Property granted in connection with the commercial use of the Company’s products by end-users (but which do not grant rights to manufacture, sell or distribute products using such Intellectual Property to such persons), (ii) rights to manufacture products using such Intellectual Property granted to contract manufacturing partners pursuant to agreements that are terminable upon no more than ninety (90) days’ notice without penalty and do not grant the other party the right to market, distribute or sell products including such Intellectual Property and (iii) non-commercial site licenses granted to clinical investigators who are evaluating the Company products in clinical trials, which licenses terminate at the conclusion of such trials; (xiil) any Any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually which has had or in the aggregate, has had, or could should reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;; or (xiiim) any Any other event or condition of any character that, either individually or in the aggregatecumulatively, has had, had or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Domestic Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Domestic Subsidiaries to any of its or any of its Domestic Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Domestic Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Domestic Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been:: ------- (ia) any Any change in its or any of its Subsidiaries’ business, the assets, liabilities, financial condition (financial or otherwise)operations of the Company from that reflected in the Financial Statements, propertiesother than changes in the ordinary course of business, operations or prospects, which, none of which individually or in the aggregate, aggregate has had, had or could is reasonably be expected to have, have a Material Adverse Effect; (iib) any Any resignation or termination of any Key Employee, and the Company does not know of its the impending resignation or its Subsidiaries’ officers, key employees or groups termination of employeesemployment of any such Key Employee; (iiic) any Any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damageAny cancellation, destruction compromise or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries the Company of a valuable right or of a material debt owed to it; (vie) any Any direct or indirect material loans made by it or any of its Subsidiaries the Company to any stockholder, employee, officer or director of its or any of its Subsidiaries’ stockholders, employees, officers or directorsthe Company, other than advances made in the ordinary course of business; (viif) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder other than the ▇▇▇▇▇ Agreement; (viiig) any Any declaration or payment of any dividend or other distribution of its the assets of the Company or any purchase or redemption of any of its Subsidiaries’ assetsoutstanding capital stock; (ixh) any labor organization activity related to it Any sale, transfer or any lease of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any the assets of its Subsidiariesthe Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of businessbusiness and as provided in the Intercompany Agreements; (xii) any saleAny physical damage, assignment destruction or transfer of any Intellectual Property loss (whether or other intangible assets; (xiinot covered by insurance) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, aggregate has had, had or could is reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (xiiij) Any issuance or sale of any shares of the c apital stock or other securities of the Company or grant of any options with respect thereto, or any modification of any of the capital stock of the Company other than pursuant to the transactions contemplated hereby, the engagement letter with the Placement Agreement and the ▇▇▇▇▇ Agreement; (k) Any mortgage, pledge or lien incurred with respect to any of the assets of the Company; (l) Any other event or condition of any character that, either individually or in the aggregate, has had, had or could is reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule 12(h) to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholdersshareholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateMarch 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, has aggregate hhas had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries (other than inter-company transfers set forth on Schedule 4.6(b)(iv) hereof); (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Buyer Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ business, the assets, liabilitiesLiabilities, financial condition (financial or otherwise), properties, operations or prospects, which, individually or operating results of the Buyer from that reflected in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material changeBuyer Financial Statements, except changes in the ordinary course of businessbusiness that have not been, in its or any of its Subsidiaries’ contingent obligations by way of guarantythe aggregate, endorsement, indemnity, warranty or otherwisematerially adverse; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has hadmaterially and adversely affecting the business, properties, prospects, or could reasonably be expected to have, individually or in financial condition of the aggregate, a Material Adverse EffectBuyer; (vc) any waiver or compromise by it or any of its Subsidiaries the Buyer of a valuable right or of a material debt owed to it; (vid) any direct satisfaction or indirect material loans made discharge of any Lien or payment of any obligation by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholdersthe Buyer, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness and the satisfaction or discharge of which would not have a Material Adverse Effect; (viie) any material change to a material Contract or agreement by which the Buyer or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xig) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xiih) any change in resignation or termination of employment of any material agreement officer or key employee of the Buyer; and the Buyer is not aware of any impending resignation or termination of employment of any such officer or key employee; (i) any Lien, created by the Buyer, with respect to which it or any of its Subsidiaries is a party material properties or by which either it assets, except Liens for Taxes not yet due or any of its Subsidiaries is bound which, either individually or payable and Liens that arise in the aggregate, has had, ordinary course of business and do not materially impair the Buyer’s ownership or could reasonably be expected to have, individually use of such property or in the aggregate, a Material Adverse Effectassets; (xiiij) any loans or guarantees made by the Buyer to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (k) any declaration, setting aside or payment or other distribution in respect to any of the Buyer’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Buyer; (l) to the Buyer’s knowledge, any other event or condition of any character thatcharacter, either individually other than events affecting the economy or in the aggregateBuyer’s industry generally, has had, or that could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect; or (xivm) any arrangement or commitment by it or any of its Subsidiaries the Buyer to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)4.13.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to for the transactions contemplated by this Agreement or and except as otherwise set forth on Section 2.12 to any the Schedule of the Ancillary AgreementsExceptions, there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any damage, destruction or loss of any material assets or property of the Company or its Subsidiaries, whether or not covered by insurance; (c) any cancellation, waiver, release or compromise by the Company or any of its Subsidiaries of a valuable right or claim or of a material debt owed to it; (d) any satisfaction or discharge of any material Encumbrance or payment of any material obligation by the Company or any of its Subsidiaries, except in the Ordinary Course of Business; (e) any entry into any Contract (or series of related Contracts) by the Company of any of its Subsidiaries outside the Ordinary Course of Business; (f) any material change in any compensation arrangement or agreement with any executive officer, Key Employee, independent contractor, consultant, director or stockholder of the Company or any Subsidiary; (g) any sale, assignment, license or transfer by the Company or any of its Subsidiaries of any material Company Intellectual Property, IP Licenses or other intangible assets of the Company and its Subsidiaries; (h) any sale, lease, transfer, assignment or transfer by the Company or any of its Subsidiaries of any material portion of its assets, other than for a fair consideration in the Ordinary Course of Business; (i) any resignation or termination of employment of any executive officer or Key Employee of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiij) any material change, except in the ordinary course Ordinary Course of businessBusiness, in its a contingent obligation of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivk) any damagemortgage, destruction or losspledge, whether or not covered by insurance, which has hadtransfer of a security interest in, or could reasonably be expected to haveEncumbrance, individually or in created by the aggregate, a Material Adverse Effect; (v) any waiver by it Company or any of its Subsidiaries Subsidiaries, with respect to any of a valuable right its material properties or of a material debt owed to itassets, except for Permitted Encumbrances; (vil) any direct loans or indirect material loans guarantees made by it the Company or any of its Subsidiaries to any or for the benefit of its or any of its Subsidiaries’ stockholders, employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the Ordinary Course of Business; (m) any declaration, setting aside, dividend, payment or other distribution in respect to any of the Company’s or its Subsidiaries’ capital stock or other securities, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company or any of its Subsidiaries; (n) any issuance, sale, or other disposal of any of the Company’s or any Subsidiary’s capital stock or other securities, or grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any such capital stock or other securities; (o) any written notice received that any material customer or material supplier has terminated or materially reduced, or threatened in writing to terminate or materially reduce, its purchases from or provision of products or services to the Company or any of its Subsidiaries; (p) (i) establishment or adoption by the Company or any Subsidiary of any “employee benefit plan” (as such term is defined in ERISA §3(3)), (ii) amendment of any Company Plan in any material respect, or (iii) payment of any bonus, profit-sharing, cash incentive payment or similar payment to, or material increase in the rate of wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, executive officers or Key Employees; (q) any change in the Company’s methods of accounting or accounting practices in any material respect; (r) any material Tax election or change in Tax accounting method, amendment to any income or other material Tax Return, settlement or compromise of any material dispute or claim concerning any material Tax liability, waiver of any statute of limitations in respect of Taxes, or agreement to any extension of time with respect to a Tax assessment or deficiency, in each case with respect to the Company or any of its Subsidiaries; (s) any material capital expenditure (or series of related capital expenditures) made by the Company and its Subsidiaries outside the Ordinary Course of Business; (t) the issuance of any note, bond or other debt security by the Company or any of its Subsidiaries, or the creation, incurrence, assumption or guarantee of any Indebtedness by the Company or any of its Subsidiaries, other than in the ordinary course of business; (viiu) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderamendments to the Charter Documents; (viiiv) any declaration the entry into, termination or payment modification of any dividend collective bargaining agreement (or other distribution otherwise becoming bound by the terms of its or any of its Subsidiaries’ assets; (ixcollective bargaining arrangement) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivw) any arrangement agreement or binding commitment by it the Company or any of its Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) except for any dividend or other distribution that consists of an Intercompany Transaction, any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateSeptember 30, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Company or any of its Subsidiaries, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any officer, key employee or group of employees of Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its the contingent obligations of Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it Company or any of its Subsidiaries to any stockholder, employee, officer or director of its Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the assets of Company or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it Company or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateJanuary 31, 2006, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to in any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, whichwhich individually or in the aggregate has had, or would reasonably be expected to have, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable material right under a written contract or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment stockholder of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xh) any labor organization activity related to the Company or any of its Subsidiaries; (i) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xij) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiik) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiil) any other event or condition of any character that, either individually or in the aggregate, has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivm) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Measuring Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements6.10, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans loan made by it the Company or any of its Subsidiaries to any equity holder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderequity holder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its the assets of the Company or any of its Subsidiaries’ assetsSubsidiaries (other than regularly scheduled dividends on the Company’s 10% Series C Cumulative Preferred Stock and dividends by the Company’s Subsidiaries to the Company); (ixi) any labor organization activity related to it the Company or any of its Subsidiaries; (xj) any debt, material obligation or material liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property patent, trademark, copyright, trade secret or other intangible assetsasset owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateMarch 31, 2005, except as disclosed in on Schedule 4.8 or any Exchange Act Filing or in any other Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, properties or operations or prospects, which, individually or in of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, hypothecation or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateMarch 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property material patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateNovember 30, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary AgreementsRelated Agreements or as relating to any material agreement entered into with the Purchaser, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company, whichIview, Iview Parent, or any of their respective Subsidiaries, which individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any waiver by it resignation or termination (constructive or otherwise) of any officer, key employee or group of employees of the Company, Iview, Iview Parent, or any of its Subsidiaries of a valuable right or of a material debt owed to ittheir respective Subsidiaries; (vic) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholderschange, employees, officers or directors, other than advances made except in the ordinary course of business, in the contingent obligations of the Company, Iview, Iview Parent, or any of their respective Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (viid) any material change in any compensation arrangement damage, destruction or agreement with any employeeloss, officer, director whether or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed not covered by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregateinsurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiie) any waiver by the Company, Iview, Iview Parent, or any of their respective Subsidiaries of a valuable right or of a material debt owed to it; (f) any direct or indirect loans made by the Company, Iview, Iview Parent, or any of their respective Subsidiaries to any stockholder, employee, officer or director of the Company, Iview, Iview Parent, or any of their respective Subsidiaries, other than advances made in the ordinary course of business; (g) any material increase in any compensation arrangement or agreement with any key employee, officer, director or stockholder of the Company, Iview, Iview Parent or any of their respective Subsidiaries; (h) any declaration or payment of any dividend or other distribution of the assets of the Company, Iview, Iview Parent or any of their respective Subsidiaries; (i) any labor organization activity related to the Company, Iview, Iview Parent or any of their respective Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by the Company, Iview, Iview Parent or any of their respective Subsidiaries in excess of a principal amount of USD$300,000 in the aggregate, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer of any material patents, trademarks, copyrights, trade secrets or other intangible assets owned by the Company, Iview, Iview Parent or any of their respective Subsidiaries other than in the ordinary course of business; (l) any change in any material agreement to which the Company, Iview, Iview Parent or any of their respective Subsidiaries is a party or by which either the Company, Iview, Iview Parent or any of their respective Subsidiaries is bound which either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (m) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company, Iview, Iview Parent or any of its their respective Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateNovember 30, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since Except as reflected in the Balance Sheet DateFinancial Statements provided to Buyer, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any since the end of the Ancillary Agreementslatest completed fiscal year of the Company, there has not been: (ia) any Any change in its the assets, liabilities, financial condition or operating results of the Company or any of its Subsidiaries’ businessSubsidiaries from that reflected in the Financial Statements, assetsother than changes in the ordinary course of business consistent with past practice, liabilities, condition (financial or otherwise), properties, operations or prospects, which, none of which individually or in the aggregate, aggregate has had, had or could reasonably be expected to have, have a Material Adverse Effect; (iib) any Any resignation or termination of any key officers or employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any Any material change, except in the ordinary course of businessbusiness consistent with past practice, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any Any damage, destruction or loss, whether or not covered by insurance, which has had, had or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (ve) any Any waiver by it the Company or any of its Subsidiaries of a valuable material right or of a material debt owed to it; (vif) any Any direct or indirect material loans made by it or any of its Subsidiaries the Company to any stockholder, employee, officer or director of its the Company, or a Subsidiary of the Company to any stockholder, employee, officer or director of its Subsidiaries’ stockholders, employees, officers or directorssuch Subsidiary, other than advances made in the ordinary course of businessbusiness consistent with past practice; (viig) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries, other than in the ordinary course of business consistent with past practices; (viiih) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any debtAny labor organization activity; (j) Any Indebtedness, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of businessbusiness consistent with past practice; (xik) any Any sale, assignment assignment, transfer or transfer license of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company or any of its Subsidiaries, except for (i) licenses to use such Intellectual Property granted in connection with the commercial use of the Company’s products by end-users (but which do not grant rights to manufacture, sell or distribute products using such Intellectual Property to such persons), (ii) rights to manufacture products using such Intellectual Property granted to contract manufacturing partners pursuant to agreements that are terminable upon no more than ninety (90) days’ notice without penalty and do not grant the other party the right to market, distribute or sell products including such Intellectual Property and (iii) non-commercial site licenses granted to clinical investigators who are evaluating the Company products in clinical trials, which licenses terminate at the conclusion of such trials; (xiil) any Any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually which has had or in the aggregate, has had, or could should reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;; or (xiiim) any Any other event or condition of any character that, either individually or in the aggregatecumulatively, has had, had or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the date of the Balance Sheet DateSheet, except as disclosed in any Exchange Act Filing or in any Schedule Section 8.21 of Borrower’s Disclosure Schedule, with respect to this Agreement or to any of the Ancillary AgreementsBorrower, there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ixi) any labor organization activity related to it or any of its Subsidiariesit; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesit, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or Collateral other intangible assetsthan Inventory in the ordinary course of business; (xiil) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)8.21.

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any ------- Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) except for any dividend or other distribution that consists of an Intercompany Transaction, any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees, except for the resignation of the V.P. Legal and General Counsel of Parent effective May 4, 2007; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Domestic Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Domestic Subsidiaries to any of its or any of its Domestic Subsidiaries’ stockholdersequityholders, employees, officers or directors, other than (i) advances made in the ordinary course of businessbusiness and (ii) the loan made in connection with the Elandia Debt; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director member of the Board or stockholderequityholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Domestic Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Domestic Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business, other than the Elandia Debt; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) except for additional loan disbursements by Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Parent”), to the Company under those certain demand notes issued by the Company to the Parent (the “Parent Disbursements”), any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) except for the Parent Disbursements, any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except for (i) the Parent Disbursements, and (ii) those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateExcept set forth on Schedule 3.8, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince September 30, 2007, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, prospects of the Company or AirGATE which, individually or in the aggregate, has had, had or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officersofficer, key employee or group of employees of the Company or groups of employeesAirGATE; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivc) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vd) any waiver by it the Company or any of its Subsidiaries AirGATE of a valuable right or of a material debt owed to it; (vie) any direct or indirect material loans made by it the Company or any of its Subsidiaries AirGATE to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directorsAirGATE, other than advances made in the ordinary course of business; (viif) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or AirGATE; (viiig) any declaration or payment of any dividend or other distribution of its cash, property or other assets of the Company or AirGATE, or any purchase, redemption or entry into any agreements to purchase or redeem any shares of its Subsidiaries’ assetscapital stock; (ixh) any labor organization activity related to it the Company or any of its SubsidiariesAirGATE; (xi) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its SubsidiariesAirGATE, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xij) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company or AirGATE; (xiik) any sale of assets outside the ordinary course of business; (l) any change in the Company’s or AirGATE’s method of accounting or the identity of their auditors or any material change relating to the reporting of, payment of or liability for Taxes; (m) any change in any material agreement to which it the Company or any of its Subsidiaries AirGATE is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiin) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivo) any arrangement or commitment by it the Company or any of its Subsidiaries AirGATE to do any of the acts described in subsection (ia) through (xiiin) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.