Common use of Changes Clause in Contracts

Changes. Since December 31, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13.

Changes. Since December 31September 30, 2017 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been: (a) any Any change in the assets, liabilities, financial condition condition, prospects or operating results operations of the Company from that reflected in the Financial StatementsCompany, except other than changes in the ordinary course of business that have not causedbusiness, none of which individually or in the aggregateaggregate has had or is reasonably expected to have a material adverse effect on such assets, a Material Adverse Effectliabilities, financial condition, prospects or operations of the Company; (b) Any resignation or termination of any material damageofficer, destruction key employee or loss, whether or not covered by insurancegroup of employees of the Company; (c) any Any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) Any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the properties, business or prospects or financial condition of the Company; (de) Any waiver by the Company of a valuable right or of a material debt owed to it; (f) Any direct or indirect material loans made by the Company to any satisfaction stockholder, employee, officer or discharge director of any lien, claim, or encumbrance or payment of any obligation by the Company, except other than advances made in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (eg) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gh) Any declaration or payment of any resignation dividend or termination other distribution of employment of Key Employee the assets of the Company; (hi) any mortgageAny labor organization activity related to the Company; (j) Any debt, pledgeobligation or liability incurred, transfer of a security interest in, assumed or lien, created guaranteed by the Company, with respect to any of its material properties or assets, except liens that arise those for immaterial amounts and for current liabilities incurred in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any Any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectpatents, trademarks, copyrights, trade secrets or other intangible assets; (l) receipt of notice that there has been Any change in any material agreement to which the Company is a loss ofparty or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or material order cancellation by, any major customer, supplier or business partner prospects of the Company; (m) to the Company’s knowledge, any Any other event or condition of any charactercharacter that, other than events affecting either individually or cumulatively, has or may materially and adversely affect the economy business, assets, liabilities, financial condition, prospects or operations of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any Any arrangement or commitment by the Company to do any of the things acts described in this Subsection 2.13subsection (a) through (m) above.

Changes. Since December 31, 2017 2018, except as set forth on Subsection 3.15 of the Disclosure Schedule, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.133.15.

Changes. Since December 31September 30, 2017 2007 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the unaudited Financial StatementsStatements dated September 30, 2007, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterial adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction waiver or loss, whether compromise by the Company of a valuable right or not covered by insurance, that would have of a Material Adverse Effectmaterial debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction Company's business, financial condition or discharge of which would not have a Material Adverse Effectproperties; (e) any material change to a material contract or agreement by which the Company 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 stockholdershareholder of the Company; (g) any resignation or termination of employment of Key Employee any officer or key employee of the Company, and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers officers, directors or directorsequity owners, or any members shareholders of their immediate families, other than man 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 Company’s capital stock's securities, or any direct or indirect redemption, purchase, or other acquisition of any of such stock securities by the Company; (k) any sale, assignment or transfer of any Company of the Company's Intellectual Property that could reasonably be expected to result in a Material Adverse EffectProperty; (l1) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13.

Changes. Since December 31the Statement Date, 2017 there except as disclosed on Section 3.10 of the Disclosure Schedule and contemplated under the Transaction Documents, (i) each of the Group Companies has not been: (a) any change operated its business in the assetsordinary course consistent with its past practice, liabilities, financial condition or operating results (ii) each of the Group Companies used its reasonable best efforts to preserve its business, and (iii) no Group Company from that reflected has engaged in the Financial Statementsany new line of business, or entered into any agreement, transaction or activity or made any commitment except changes those in the ordinary course of business that have consistent with past practice, (iv) there has not caused, been any Material Adverse Effect or any material change in the aggregateway each Group Company conducts its business, (v) there has been no waiver, termination, cancellation, settlement or compromise of a material valuable right or of a material debt or claim by or of any Group Company, (vi) there has been no incurrence, creation, assumption, repayment, satisfaction, or discharge of any material Lien, indebtedness or guarantee, or the making of any loan or advance (other than reasonable and normal advances to employees or customers for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution, (vii) there has been no material change in any compensation arrangement with any employee of any Group Company (other than in the ordinary course of business consistent with past practice), or adoption of any new employee benefit plan, or made any material change in any employee benefit plan, (viii) there has been no commencement or settlement of any material Action, (ix) there has been no resignation or termination of any Key Employee, (x) there has been no purchase, acquisition, sale, lease, disposal of or other transfer of any assets of any Group Company that are individually or in the aggregate material to its business, whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practice, and no acquisition (by merger, consolidation or other combination, or acquisition of share or assets, or otherwise) of any business or other Person or division thereof, (xi) there has been no material capital expenditure or commitment for any material capital expenditure by any Group Company, (xii) except in the ordinary course of business consistent with its past practice, there has been no amendment to any Material Contract, any entry into any new Material Contract, or any termination of any Contract that would have been a Material Adverse Effect; Contract if in effect on the date hereof, or any amendment to or waiver under any Charter Document of any Group Company; (bxiii) there has been no declaration, setting aside or payment or other distribution with respect to any material damageEquity Securities of any Group Company, destruction or lossany direct or indirect redemption, whether purchase or not covered by insurance; other acquisition of any Equity Securities of any Group Company, (cxiv) any there has been no damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (d) any satisfaction materially and adversely affecting the assets, properties, financial condition, operation or discharge business of any lienGroup Company, claim, (xv) there has been no change in accounting methods or encumbrance practices or payment any revaluation of any obligation by the of its assets of any Group Company, (xvi) except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) consistent with its past practice, there has been no entry into any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or settlement agreement with respect to material Taxes, settlement of any employee, officer, director claim or stockholder; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, assessment with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directorsTaxes, or consent to any members extension or waiver of their immediate familiesthe limitation period applicable to any claim or assessment with respect to any material Taxes, other than travel advances and other advances made entry into or change of any material Tax election, change of any method of accounting resulting in the ordinary course any material amount of its business; (j) additional Tax or filing of any declarationmaterial amended Tax Return, setting aside or payment or other distribution in each case, in respect of any of the Group Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (kxvii) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, no commencement or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition settlement of any characterAction, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or and (nxviii) any arrangement there has been no agreement or commitment by the Company to do perform any of the things items described in this Subsection 2.13Section 3.10.

Changes. Since December 31the Balance Sheet Date, 2017 there the Company has not beennot: (a) suffered any change in the Company’s assets, liabilities, financial condition condition, or operating results of the Company from that reflected in the Financial Statementsresults, except for changes in the ordinary course of business that business, none of which have not caused, in the aggregate, had a Material Adverse Effect; (b) suffered any material damage, destruction destruction, or loss, loss (whether or not covered by insurance; (c) that, in any damagecase or in the aggregate, destruction or loss, whether or not covered by insurance, that would have had a Material Adverse Effect; (c) agreed to waive or actually waived any valuable right or any material debt owed to the Company; (d) suffered any satisfaction change or discharge amendment to any agreement by which the Company or any of the Company’s assets or properties are bound or subject, except to the extent that any lien, claimsuch change or amendment has not had, or encumbrance or payment of any obligation by the Companywill not likely have, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) made any material change loans to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or to any members of their respective immediate families, other than travel advances and other advances made in the ordinary course of its the Company’s business; (f) received any Company officer’s resignation or terminated any Company officer; (g) except as set forth on Schedule 3.6(g), made any material change in any compensation arrangement or agreement with any employee; (h) made any declaration or payment of any dividend or other distribution; (i) received notice or become aware that the Company has lost a customer or that any Company customer has canceled a material order, which loss or cancellation would constitute a Material Adverse Effect; or (j) suffered any declaration, setting aside change or payment or other distribution amendment to any agreement relating to a change in respect the contingent obligations 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; (k) received notice of any labor organization activity related to the Company; (l) except as set forth on Schedule 3.6(l), incurred any debt obligation or liability, including any debts assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (m) made any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectpatents, trademarks, copyrights, trade secrets or other intangible assets; (ln) receipt except as set forth on Schedule 3.6(n), issued or sold any partnership interests, shares of notice that there has been a loss ofcapital stock or other securities or granted any options, warrants or material order cancellation by, any major customer, supplier or business partner of the Companyother purchase rights with respect thereto other than as contemplated by this Agreement; (mo) to the Company’s knowledge, suffered any other event or condition of any charactercharacter that has had, other than events affecting the economy or the Company’s industry generally, that could be reasonably be expected to result in have, a Material Adverse Effect; or (np) made any arrangement or commitment by the Company to do any of the things acts described in this Subsection 2.13(a) through (o) above.

Changes. Since December 31, 2017 the Statement Date there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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 stockholderMember; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stockequity securities, or any direct or indirect redemption, purchase, or other acquisition of any of such stock equity securities by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, character that could would reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.15.

Changes. Since December 31, 2017 2003 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsStatement, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is proposed to be conducted); (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any key employee or officer of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such employee or officer; (i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (hj) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ik) any loans or guarantees made by the Company 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; (jl) any declaration, setting aside or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the best of the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the assets, other than events affecting properties, financial condition, operating results or business of the economy or the Company’s industry generally, that could reasonably Company (as such business is presently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (n) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.21.

Changes. Since December 31Except as set forth in the Disclosure Schedule, 2017 since date of most recent financial statements, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, loss that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (hg) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (ih) any loans or guarantees made by the Company 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; (ji) 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; (kj) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (lk) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (ml) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection Section 2.13.

Changes. Since December Except as disclosed on Schedule 2.9, since March 31, 2017 2001, there has not been: (a) any change in the assets, liabilities, condition (financial condition or operating results otherwise), affairs, earnings, business, operations or other prospects of the Company from that reflected in the Financial Statementsbalance sheet as at March 31, 2001, referred to in Section 2.8 above, except for changes in the ordinary course of business that business, which, individually or in the aggregate have not caused, in the aggregate, a Material Adverse Effectbeen materially adverse; (b) any borrowings or other material damagechange in the liabilities or obligations of the Company, destruction contingent or lossotherwise, whether due or not covered to become due, whether by insuranceway of guaranty, endorsement, indemnity, warranty, or otherwise, except current liabilities incurred in the ordinary course of business, none of which materially and adversely affects the business, prospects, condition, affairs, properties, or assets of the Company; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the properties, operation, or business of the Company; (d) any waiver or compromise by the Company of a material valuable right held by it or of a material debt owed to it; (e) any loans made by the Company to its employees, officers, or directors other than advances of expenses made in the ordinary course of business; (f) any declaration or payment of any dividend or other distribution of the assets of the Company to stockholders or any direct or indirect redemption, purchase, or acquisition of any securities of the Company other than repurchases of Common Stock from terminated employees, consultants, officers, and directors pursuant to written agreements; (g) any labor organization activity or organized labor trouble; (h) any other event or condition of any character which has materially and adversely affected the business, operations, properties, or assets of the Company; (i) any increase in compensation of any of its existing officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business, or any material change of such officers' or employees' employment agreements; (j) any resignation or termination of employment of any officer, director or key employee of the Company and the Company has not received any written notice of the impending resignation or termination of any such officer, director or key employee; (k) any material change in any material contract or agreement by which the Company or any of its assets is bound or subject; (l) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company with respect to any of its material properties or assets, except for liens (i) incurred in the ordinary course of business or (ii) for taxes not yet due or payable; (m) any issuance of any capital stock, bonds or other corporate securities by the Company or options, warrants or rights or agreements or commitments to purchase or issue such securities or grant such options, warrants or rights; (n) any change in the accounting methods or practices followed by the Company; (o) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects, or discharge financial condition of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company or any of its assets (as such business is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect presently conducted and as it is presently proposed to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effectconducted); or (np) any arrangement or commitment by the Company agreement to do or enter into any of the things described in this Subsection 2.13foregoing.

Changes. Since December 31, 2017 the date of incorporation there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the business, properties, prospects, or financial condition of the Company; (c) any waiver or compromise by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectmaterial adverse effect on its business or properties; (e) any material change to a material contract or agreement by which the Company 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 stockholderholder of capital stock; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company, is not aware of any impending resignation or termination of employment of any such officer or key employee; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (ij) any loans or guarantees made by the Company 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; (jk) any declaration, setting aside or payment or other distribution in respect of to 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effectmaterial adverse effect on its business or properties; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.21.

Changes. Since December 31Except as set forth in Section 3.24 of the Schedule of Exceptions, 2017 since the end of the period covered by the Company's latest Form 10-Q filed with the Securities and Exchange Commission, other than in the ordinary course of business, there has not been: (a) any change in the assets, liabilities, prospectus, financial condition condition, or operating results of the Company from that reflected in the Financial StatementsCompany, except for changes in the ordinary course of business that have not causedbeen, individually or in the aggregate, a Material Adverse Effectmaterially adverse to the business, properties, prospects or financial condition of the Company; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have which had a Material Adverse Effectmaterial adverse effect on the business, properties, prospects or financial condition of the Company; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects or discharge financial condition of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is presently proposed to be conducted); (e) any material change to a new material contract or agreement changes in the terms of any material contract or arrangement by which the Company or any of its assets or properties is bound or to which the Company or any of such assets or properties is subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director director, or stockholder1% or greater stockholder of the Company; (g) any sale, assignment, or transfer of any of the Company's Intellectual Property; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; (hi) receipt of notice that there has been a loss of, or material order cancellation or reduction by, any customer of the Company; (j) any mortgage, pledge, transfer of a security interest in, or lien, lien created by the Company, Company with respect to any of its material properties or assets, except for liens that arise in the ordinary course of business for current taxes not yet due and do not materially impair the Company’s ownership or use of such property or assetspayable; (ik) any loans or guarantees made by the Company to or for the benefit of its employees, officers stockholders, officers, managers, or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jl) any declaration, setting aside aside, or payment of any dividend or other distribution of the Company's assets in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s 's knowledge, any other event or condition of any character, other than events affecting the economy or character that might have a material adverse effect on the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.24.

Changes. Since December 31June 30, 2017 1997 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company or any of its Subsidiaries from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, had a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would could reasonably be expected to have a Material Adverse Effect; (c) any waiver or compromise by the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the CompanyCompany or any of its Subsidiaries, except in to the ordinary course of business and the extent such satisfaction or discharge of which would will not have a Material Adverse Effect; (e) any material change to a material contract or agreement arrangement by which the Company or any of its Subsidiaries or any of their assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, consultant, director or stockholderstockholder of the Company or any of its Subsidiaries; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any material Intangibles of the Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effector any of its Subsidiaries; (lh) any resignation or termination of employment of any key employee or key consultant of the Company or any of its Subsidiaries; (i) any receipt of notice that there has been a loss of, or material order cancellation by, any major customercustomer of the Company or any of its Subsidiaries; (j) any mortgage, supplier lien, claim, encumbrance, pledge or business partner security interest created by the Company or any of its Subsidiaries with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (k) any declaration, setting aside or payment of any dividend or other distribution of the Company's assets 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; (ml) to the Company’s 's knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, character that could reasonably be expected to result in have a Material Adverse Effect; or (nm) any arrangement agreement or commitment by the Company or any of its Subsidiaries to do any of the things described in this Subsection 2.13Section 2.17.

Changes. Since December 31, 2017 the Financial Statement Date there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the business, properties, prospects, or financial condition of the Company; (c) any waiver or compromise by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectmaterial adverse effect on its business or properties; (e) any material change to a material contract or agreement by which the Company 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 stockholderholder of capital stock; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company, is not aware of any impending resignation or termination of employment of any such officer or key employee; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (ij) any loans or guarantees made by the Company 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; (jk) any declaration, setting aside or payment or other distribution in respect of to 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effectmaterial adverse effect on its business or properties; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.22.

Changes. Since December 31June 30, 2017 2017, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsCorporation, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have constitutes a Material Adverse Effect; (c) any waiver or compromise by the Corporation of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the CompanyCorporation, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company Corporation 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; (g) any sale, assignment or transfer by the Corporation of any patents, trademarks, copyrights, trade secrets or other intangible assets by the Corporation; (h) any resignation or termination of employment of Key Employee any officer or key employee of the CompanyCorporation; (hi) any material change in a contingent obligation of the Corporation by way of guaranty, endorsement, indemnity, warranty or otherwise; (j) any mortgage, pledge, transfer of a security interest in, or lien, created by the CompanyCorporation, 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 CompanyCorporation’s ownership or use of such property or assets; (ik) any loans or guarantees made by the Company Corporation 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; (jl) any declaration, setting aside or payment or other distribution in respect of to any of the CompanyCorporation’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the CompanyCorporation; (m) to the CompanyCorporation’s knowledge, any other event or condition of any character, other than events affecting the economy or the CompanyCorporation’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company Corporation to do any of the things described in this Subsection 2.13Section 2.16.

Changes. Since December 31the Statement Date, 2017 except as set forth in Section 15 of the Disclosure Schedule or as contemplated by this Agreement or the Transaction Documents, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the any Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse EffectEffect on a Group Company; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse EffectEffect on a Group Company; (c) any waiver or compromise by any Group Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the any Group Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the any Group Company 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 stockholdershareholder; (g) any resignation or termination of employment of any officer or Key Employee of the any Group Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the any Group Company, 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 such Company’s ownership or use of such property or assets; (i) any dividend, loans or guarantees made by the any Group Company 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; (j) any declaration, setting aside or payment or other distribution in respect of any of the Group Company’s capital stockshare capital, or any direct or indirect redemption, purchase, or other acquisition of any of such stock shares by the any Group Company; (k) any sale, assignment or transfer of any Group Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the any Group Company; (m) to the Company’s Warrantors’ knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 15.

Changes. Since December Except as disclosed on SCHEDULE 2.9, since March 31, 2017 2001, there has not been: (a) any change in the assets, liabilities, condition (financial condition or operating results otherwise), affairs, earnings, business, operations or other prospects of the Company from that reflected in the Financial Statementsbalance sheet as at March 31, 2001, referred to in Section 2.8 above, except for changes in the ordinary course of business that business, which, individually or in the aggregate have not caused, in the aggregate, a Material Adverse Effectbeen materially adverse; (b) any borrowings or other material damagechange in the liabilities or obligations of the Company, destruction contingent or lossotherwise, whether due or not covered to become due, whether by insuranceway of guaranty, endorsement, indemnity, warranty, or otherwise, except current liabilities incurred in the ordinary course of business, none of which materially and adversely affects the business, prospects, condition, affairs, properties, or assets of the Company; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the properties, operation, or business of the Company; (d) any waiver or compromise by the Company of a material valuable right held by it or of a material debt owed to it; (e) any loans made by the Company to its employees, officers, or directors other than advances of expenses made in the ordinary course of business; (f) any declaration or payment of any dividend or other distribution of the assets of the Company to stockholders or any direct or indirect redemption, purchase, or acquisition of any securities of the Company other than repurchases of Common Stock from terminated employees, consultants, officers, and directors pursuant to written agreements; (g) any labor organization activity or organized labor trouble; (h) any other event or condition of any character which has materially and adversely affected the business, operations, properties, or assets of the Company; (i) any increase in compensation of any of its existing officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business, or any material change of such officers' or employees' employment agreements; (j) any resignation or termination of employment of any officer, director or key employee of the Company and the Company has not received any written notice of the impending resignation or termination of any such officer, director or key employee; (k) any material change in any material contract or agreement by which the Company or any of its assets is bound or subject; (l) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company with respect to any of its material properties or assets, except for liens (i) incurred in the ordinary course of business or (ii) for taxes not yet due or payable; (m) any issuance of any capital stock, bonds or other corporate securities by the Company or options, warrants or rights or agreements or commitments to purchase or issue such securities or grant such options, warrants or rights; (n) any change in the accounting methods or practices followed by the Company; (o) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects, or discharge financial condition of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company or any of its assets (as such business is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect presently conducted and as it is presently proposed to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effectconducted); or (np) any arrangement or commitment by the Company agreement to do or enter into any of the things described in this Subsection 2.13foregoing.

Changes. Since December 31September 30, 2017 2012, there has not been: (a) Any resignation or termination of any change in the assetsofficer, liabilities, financial condition key employee or operating results group of employees of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse EffectCompany; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any Any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the properties, business or prospects or financial condition of the Company; (c) Any written or, to the Company’s Knowledge, other waiver by the Company of a Material Adverse Effectmaterial right or debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of Key Employee stockholder of the Company; (he) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair To the Company’s ownership Knowledge, any labor organization activity related to the Company; (f) Any sale, assignment, or use exclusive license or transfer of such property any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company; (g) Any material amendment to any agreement to which the Company is or was a party or by which it is bound; (h) Any other event or condition that, either individually or cumulatively, has materially and adversely affected the business, material assets, material liabilities, financial condition or operations of the Company; (i) any loans or guarantees made by the Company 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; (j) any Any declaration, setting aside or for payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such capital stock by the Company; (kj) any saleAny issuance, assignment sale or transfer modification of the terms of any shares of capital stock or of other securities of the Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effector the grant of any options or other rights with respect thereto, other than as contemplated hereby; (lk) receipt Any satisfaction or discharge of notice any Lien or payment of any obligation by the Company, except in the ordinary course of business and that there has been a loss ofis not material to the assets, or material order cancellation byproperties, any major customerfinancial condition, supplier operating results or business partner of the Company; (l) Any mortgage, pledge, transfer of a security interest in, or Lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and mechanics or similar liens incurred in the ordinary course; (m) Any termination or material reduction (or to the Knowledge of the Company, any threat thereof) of customer or supplier purchases from or provision of products to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any Any arrangement or commitment by the Company to do any of the things acts described in this Subsection 2.13subsection (a) through (m) above.

Changes. Since December 31June 30, 2017 2004, except as disclosed in any Exchange Act Filings or in Schedule 4.8 to this Agreement or to any of the Related Agreements, there has not been: (a) any change in the business, assets, liabilities, condition (financial condition or operating results otherwise), properties, operations or prospects of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not causedwhich, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect; (b) any material damageresignation or termination of any officer, destruction key employee or loss, whether or not covered by insurancegroup of employees of the Company; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (d) any satisfaction or discharge of any lien, claimwhich has had, or encumbrance could reasonably be expected to have, individually or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have aggregate, a Material Adverse Effect; (e) any material change to waiver by the Company of a valuable right or of a material contract or agreement by which the Company or any of its assets is bound or subjectdebt owed to it; (f) any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gh) any resignation declaration or termination payment of employment any dividend or other distribution of Key Employee the assets of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by labor organization activity related to the Company 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 businessCompany; (j) any declarationdebt, setting aside obligation or payment liability incurred, assumed 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 guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (l) any change in any material agreement to which the Company Intellectual Property that is a party or by which it is bound which, either individually or in the aggregate, has had, or could reasonably be expected to result in have, a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any charactercharacter that, other than events affecting either individually or in the economy aggregate, has had, or the Company’s industry generally, that could reasonably be expected to result in have, a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things acts described in this Subsection 2.13subsection (a) through (m) above.

Changes. Since December 31, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that those reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (c) any waiver by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and is presently proposed to be conducted); (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for by this Agreement or the Rights Agreement or are disclosed in the Schedule of Exceptions; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any sale, assignment or transfer (excluding licenses) of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any key officer of the Company; and the Company, to the best of its knowledge, 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 the Company; (hj) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ik) any loans or guarantees made by the Company 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;; or (jl) any declaration, setting aside or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13.

Changes. Since December 31, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that which have not causedbeen, in the aggregate, a Material Adverse Effect;materially adverse. (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is proposed to be conducted); (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or to which the Company or any of such assets or properties is subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of Key Employee any key officers of the Company; and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer; (h) to the knowledge of the Company any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assetschange, except liens that arise in the ordinary course of business and do not materially impair business, in the Company’s ownership contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or use of such property or assetsotherwise; (i) any direct or indirect loans or guarantees made by the Company to any shareholder, employee, officer or for director of the benefit of its employees, officers or directors, or any members of their immediate familiesCompany, other than travel advances and other advances made in the ordinary course of its businessbusiness or loans to purchase Common Stock; (j) any declarationmaterial change in any compensation arrangement or agreement with any employee, setting aside officer, director or shareholder other than in the ordinary course of business; (k) any declaration or payment of any dividend or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition assets of any of such stock by the Company; (kl) any labor organization activity; (m) any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (n) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;patents, trademarks, copyrights, trade secrets or other intangible assets; or (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (mo) to the Company’s 's knowledge, any other event or condition of any charactercharacter which might materially and adversely affect the assets, other than events affecting the economy properties, financial condition, operating results or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by business of the Company (as such business is presently conducted and as it is proposed to do any of the things described in this Subsection 2.13be conducted).

Changes. Since December 31, 2017 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been: (a) any change in the business, assets, liabilities, condition (financial condition or operating results otherwise), properties, operations or prospects of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not causedwhich, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect; (b) any material damageresignation or termination of any officer, destruction key employee or loss, whether or not covered by insurancegroup of employees of the Company; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (d) any satisfaction or discharge of any lien, claimwhich has had, or encumbrance could reasonably be expected to have, individually or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have aggregate, a Material Adverse Effect; (e) any material change to waiver by the Company of a valuable right or of a material contract or agreement by which the Company or any of its assets is bound or subjectdebt owed to it; (f) any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gh) any resignation declaration or termination payment of employment any dividend or other distribution of Key Employee the assets of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by labor organization activity related to the Company 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 businessCompany; (j) any declarationdebt, setting aside obligation or payment liability incurred, assumed 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 guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (l) any change in any material agreement to which the Company Intellectual Property that is a party or by which it is bound which, either individually or in the aggregate, has had, or could reasonably be expected to result in have, a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any charactercharacter that, other than events affecting either individually or in the economy aggregate, has had, or the Company’s industry generally, that could reasonably be expected to result in have, a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things acts described in this Subsection 2.13subsection (a) through (m) above.

Changes. Since Except as set forth in Section 2.15 of the Disclosure Schedule, since December 31, 2017 2020, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any affirmative waiver or compromise by the Company of a material right or any waiver or compromise by the Company of material debt owed to it; (d) any satisfaction or discharge of any material lien, claim, or encumbrance or payment of any material obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of any Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any charactercharacter related to the Company, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.15.

Changes. Since December 31September, 2017 2013, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedresulted, in the aggregate, have a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee any officer of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any immediate family members of their immediate familiesthereof, 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 Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in have a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, character that could reasonably be expected to result in have a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.7.

Changes. Since December 31the Statement Date, 2017 the Group (i) has operated its business in the ordinary course consistent with its past practice, (ii) used its reasonable best efforts to preserve its business, (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice. Since the Statement Date, there has not beenbeen any Material Adverse Effect or any material change in the way the Group conducts its business, and there has not been by or with respect to any Group Company: (a) any change in the assets, liabilities, financial condition or operating results of the any Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business Statements that would have not caused, in the aggregate, a Material Adverse EffectEffect on a Group Company; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse EffectEffect on a Group Company; (c) any waiver or compromise by any Group Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the any Group Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the any Group Company 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 stockholdershareholder; (g) any resignation or termination of employment of any officer or Key Employee of the any Group Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the any Group Company, 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 such Company’s ownership or use of such property or assets; (i) any dividend, loans or guarantees made by the any Group Company 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; (j) any declaration, setting aside or payment or other distribution in respect of any of the Group Company’s capital stockshare capital, or any direct or indirect redemption, purchase, or other acquisition of any of such stock shares by the any Group Company; (k) any sale, assignment or transfer of any Group Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the any Group Company; (m) except in the ordinary course of business consistent with its past practice, entry into any closing agreement in respect of material Taxes, settlement of any claim or assessment in respect of any material Taxes, or Consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any material Taxes, entry or change of any material Tax election, change of any method of accounting resulting in a material amount of additional Tax or filing of any material amended Tax Return; (n) to the Company’s Warrantors’ knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; (o) any change in the approved or registered business scope of any Group Company established in the PRC or any change to any Consent held by such Group Company; (p) any commencement or settlement of any Action; (q) any transaction with any Related Party; or (nr) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 17.

Changes. Since Except as set forth on Schedule 3.1(x), since December 31, 2017 2014 there has not been: (ai) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (cii) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (diii) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (iv) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (ev) any material change to a material contract or agreement Material Contract by which the Company or any of its assets is bound or subject; (fvi) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gvii) any resignation or termination of employment of Key Employee any officer of the Company; (hviii) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Company, with respect to any of its material properties or assets, except liens 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 ownership or use of such property or assets; (iix) any loans or guarantees made by the Company 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; (jx) 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; (kxi) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (mxii) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nxiii) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.1(x).

Changes. For the purposes of this Section 2.18, the Financial Statements shall be deemed to include the OpCo Financial Statements. Since December 31September 30, 2017 2004, there has not been: (a) any change in the business, assets, properties, liabilities, financial condition or operating results of the Company Group from that reflected in the Financial Statements, except changes in the ordinary course of business that have could not caused, result in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the business, assets, properties, liabilities or condition or operating results of the Group; (c) any waiver (or partial waiver) or compromise by any member of the Group of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by any member of the CompanyGroup, except in the ordinary course of business and that is not material to the satisfaction business, properties or discharge condition of which would not have a Material Adverse Effectsuch member of the Group; (e) any material change to a material contract or agreement Contract entered into by which any member of the Company or any of its assets is bound or subjectGroup; (f) any material change in any compensation arrangement or agreement with any employee, officer, director director, shareholder, consultant or stockholderfinder of any member of the Group; (g) any sale, disposition, assignment or transfer of Group’s Intellectual Property; (h) any sale, disposition, assignment or transfer of any tangible assets of the Group, except in the ordinary course of business; (i) any resignation or termination of employment of Key Employee any officer or key employee of the CompanyGroup and there is no impending resignation or termination of employment of any director, officer or employee of any Group member that, if consummated, is likely to have a Material Adverse Effect; (hj) receipt of notice that there has been a loss of, or order cancellation by, any major customer of any member of the Group or cancellation or discontinuance by any major supplier or service provider of any member of the Group; (k) any mortgage, pledge, transfer of a security interest in, or lien, created by any member of the Company, Group with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (il) any loans payment, loan, advance or guarantees guaranty made by any member of the Company to Group to, or any sale, transfer or lease of any properties or assets by any member of the Group or any other agreement or arrangement entered into by any member of the Group with or for the benefit of of, its employees, officers officers, directors or directors, or any members of their immediate families, shareholders other than travel advances and other advances to employees or directors made in the ordinary course of its businessbusiness consistent with past practice; (jm) any declaration, setting aside or payment or other distribution in respect of to any of the Company’s share capital stockof any member of the Group, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock share capital by any member of the CompanyGroup; (kn) any sale, assignment or transfer change in the line of business of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectmember of the Group; (lo) receipt any debt, obligation (other than contracts with the Group’s customers in the ordinary course of notice that there has been a loss ofbusiness), or material order cancellation byliability incurred, assumed or guaranteed by any major customer, supplier or business partner member of the Company; (m) to the Company’s knowledge, any other event or condition Group individually in excess of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse EffectUS$500,000; or (np) any arrangement or commitment by any member of the Company Group to do any of the things above items described in this Subsection 2.13Section 2.18.

Changes. Since December 31the Balance Sheet Date, 2017 there has not been: (a) any change in the assets, liabilities, financial condition condition, or operating results of the Company from that reflected in the Financial Statements, except for changes in the ordinary course of business that which have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse to the Company; (b) any material damage, destruction destruction, or loss, whether or not covered by insurance; (c) any damage, destruction or lossloss of tangible assets, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affects the assets, properties, financial condition, operating results, prospects, or business of the Company as currently conducted; (dc) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and business; (d) any waiver by the satisfaction Company of a valuable right or discharge of which would not have a Material Adverse Effectmaterial debt owed to it; (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject, except for changes in the ordinary course of business which have not been materially adverse to the Company; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderemployee of the Company; (g) any transfer of any patent, trademark, copyright, trade secret or other intangible asset of the Company except in the ordinary course of business; (h) any resignation or termination of employment of Key Employee any key officer of the Company; (hi) any mortgage, pledge, transfer receipt by the Company of written notice that there has been a security interest inloss of, or lienorder cancellation by, created by any major customer of the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (ij) any loans encumbrance of any material asset of the Company except liens for taxes not yet due or guarantees payable; (k) any loan or guarantee made by the Company to or for the benefit of its employeesan employee, officers or directorsofficer, director, or any members member of their immediate familiesthe family of an employee, officer, or director, other than travel advances and or other advances made in the ordinary course of its business; (jl) any declaration, setting aside aside, or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition directly and specifically affecting the Company of any charactercharacter that the Company believes could adversely affect the assets, other than events affecting properties, financial condition, operating results, business or prospects of the economy or the Company’s industry generally, that could reasonably Company (as such business is presently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (n) any arrangement agreement or commitment by the Company or to do any of the things described in this Subsection 2.13Section 3.25.

Changes. Since December 31, 2017 1999, there has not been:: ------- (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse to the assets, financial condition or operations of the Company; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the business, properties, prospects, financial condition or operating results of the Company (as such business is presently conducted and as it is currently proposed to be conducted); (c) any waiver or compromise by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects or discharge financial condition of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is currently proposed to be conducted); (e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any key employee, officer, director or stockholder; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company, to the best of the Company's knowledge, does not know of any impending resignation or termination of employment of any such officer or key employee; (i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (hj) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ik) any loans or guarantees made by the Company 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; (jl) any declaration, setting aside or payment or other distribution in respect of to any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the best of the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the business, other than events affecting properties, prospects or financial condition of the economy or the Company’s industry generally, that could reasonably Company (as such business is presently conducted and as it is currently proposed to be expected to result in a Material Adverse Effectconducted); or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.17.

Changes. Since Except as set forth in Section 3.11 of the Schedule of Exceptions, since December 31, 2017 2016, there has not beenbeen any: (a) any change in the assets, liabilities, financial condition condition, prospects or operating results operations (taken as a whole) of the Company Group from that reflected in the Financial Statements, except other than changes in the ordinary course of business that have not causedbusiness, none of which individually or in the aggregate, aggregate has had or is reasonably expected to have a Material Adverse Effect; (b) resignation or termination of any material damageofficer, destruction key employee or lossgroup of employees of any member of the Company Group; and the Company, whether to its knowledge, does not know of the impending resignation or not covered by insurancetermination of employment of any such officer, key employee or group of employees; (c) any change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which as would not have a Material Adverse Effect; (e) any material change to waiver by a member of the Company Group of a material contract contractual or agreement by which legal right or of a material debt owed to such member of the Company or any of its assets is bound or subjectGroup; (f) any material change change, except in the ordinary course of business, in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of Key Employee to the knowledge of the Company, labor organization activity related to any member of the Company Group; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectpatents, trademarks, copyrights, trade secrets or other intangible assets, or grant of any license with respect thereto; (li) receipt of notice that there has been change in any material agreement to which a loss of, or material order cancellation by, any major customer, supplier or business partner member of the CompanyCompany Group is a party or by which it is bound; (mj) to the Company’s knowledge, any other event or condition of any charactercharacter that, other than events affecting the economy either individually or the Company’s industry generallycumulatively, that could has had or would reasonably be expected to result in have a Material Adverse Effect; or (nk) any arrangement or commitment by a member of the Company Group to do any of the things acts described in this Subsection 2.13subsection (a) through (j) above.

Changes. Since December 31, 2017 the Financial Statements Date there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance Lien or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Company, with respect to any of its material properties or assets, except liens 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 ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.16.

Changes. Since Except as disclosed on the Disclosure Schedule, since December 31, 2017 2022, there has not been: (a1) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c2) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (d3) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (4) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e5) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f6) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g7) any resignation or termination of employment of any officer or Key Employee of the Company; (h) 8) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i9) any loans or guarantees made by the Company 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; (j10) 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; (k11) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l12) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner material customer of the Company; (m13) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n14) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3(a)(xiv).

Changes. (a) Since December 31, 2017 2008, except as set forth on Schedule 4.19(a): (i) the operations of the Company and each of its Subsidiaries have been carried on in the ordinary course; (ii) there has not been any declaration, setting aside or payment of a dividend 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; and (iii) there has not been any issuance of, or agreement to issue, share or loan capital by the Company or any of its Subsidiaries. (b) Since December 31, 2009, except as set forth on Schedule 4.19(b), there has not been: (aiv) any change change, event or condition that in the assetsaggregate has resulted in, liabilities, financial condition or operating results of the Company from that reflected could reasonably be expected to result in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (cv) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (dvi) any waiver or compromise by the Company or a Subsidiary of a material debt owed to it; (vii) any satisfaction or discharge of any lien, claim, or encumbrance Encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (eviii) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (fix) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gx) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets that could reasonably be expected to result in a Material Adverse Effect; (xi) any resignation or termination of employment of any Key Employee Employee, and the Company is not aware of the Companyany impending resignation or termination of any Key Employee; (hxii) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (ixiii) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (mxiv) to the Company’s knowledgeKnowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nxv) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 4.19.

Changes. Since December 31, 2017 2017, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (ih) any loans or guarantees made by the Company 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; (ji) 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; (kj) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (lk) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (ml) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.132.15.

Changes. Since December 31(a) Except as set forth on Section 2.14(a) of the Disclosure Schedule, 2017 since January 1, 2024, each Group Company and each applicable member of the APLD Group (with respect to the Business) has conducted its Business in the Ordinary Course and there has not beenbeen any: (ai) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether loss of material tangible personal property or not covered by insurance; IT Assets of any Group Company or any member of the APLD Group (c) any damage, destruction or losswith respect to the Business), whether or not covered by insurance, that would have be material to the Group Companies or the Business, taken as a Material Adverse Effectwhole; (dii) waiver or compromise by any Group Company or any member of the APLD Group (with respect to the Business) of a valuable right or of a material debt owed to it; (iii) satisfaction or discharge of any lien, claim, or encumbrance Encumbrance or payment of any obligation by any Group Company or any member of the CompanyAPLD Group (with respect to the Business), except in the ordinary course Ordinary Course of business Business or the refinancing of any existing debt if and to the satisfaction or discharge extent set forth on Section 2.24(b) of which would not have a Material Adverse Effectthe Disclosure Schedule; (eiv) termination, cancellation, breach, default under or amendment to any material change to existing Material Contract, except for amendments entered into in the Ordinary Course of Business if and the extent set forth on Section 2.9(a) of the Disclosure Schedule; (v) Encumbrance, other than a material contract or agreement Permitted Encumbrance, created by which the any Group Company 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; (g) any resignation or termination of employment of Key Employee member of the Company; APLD Group (hwith respect to the Business) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its the material properties or assets, except liens that arise in assets of the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsBusiness; (ivi) any loans or guarantees made by any Group Company or any member of the Company APLD Group (with respect to the Business) 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 Ordinary Course of its businessBusiness; (jvii) sale, assignment, transfer, license or abandonment of any material Issuer Intellectual Property or any material Intellectual Property owned by any member of the APLD Group (with respect to the Business), other than non-exclusive licenses in the Ordinary Course of Business; or (viii) any declaration, setting aside Effect that has had 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could would reasonably be expected to result in a Material Adverse Effect;. (lb) receipt of notice that there has been a loss of, Except as contemplated by this Agreement or material order cancellation by, any major customer, supplier or business partner Section 2.14(b) of the Company; (m) to Disclosure Schedule, since the Company’s knowledgeBalance Sheet Date, no Group Company has taken any other event or condition of any characteraction that would, other than events affecting if taken after the economy or Effective Date, would have required the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any prior written consent of the things described in this Subsection 2.13Purchaser under Section 5.1.

Changes. Since December 31the Balance Sheet Date, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee of the Companyany officer; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer by the Company of any Company Company-Controlled Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.12.

Changes. (a) Since December 31, 2017 2006, except as set forth on Schedule 4.19(a): (i) the operations of the Company and each of its Subsidiaries have been carried on in the ordinary course; (ii) there has not been any declaration, setting aside or payment of a dividend 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; and (iii) there has not been any issuance of, or agreement to issue, share or loan capital by the Company or any of its Subsidiaries; (b) Since December 31, 2007, except as set forth on Schedule 4.19(b), there has not been: (ai) any change change, event or condition that has resulted in, or could reasonably be expected to result in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (cii) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (diii) any waiver or compromise by the Company of a material debt owed to it; (iv) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (ev) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (fvi) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gvii) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets that could reasonably be expected to result in a Material Adverse Effect; (viii) any resignation or termination of employment of any Key Employee Employee, and the Company is not aware of the Companyany impending resignation or termination of any Key Employee; (hix) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (ix) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (mxi) to the Company’s knowledgeKnowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nxii) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 4.19.

Changes. Since December 31, 2017 2013, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causednot, in the aggregate, had a Material Materially Adverse EffectEffect on the Company; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) loss to any damage, destruction or lossassets of the Company, whether or not covered by insurance, that would which could reasonably be expected to have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects or discharge financial condition of which would not have a Material Adverse Effectthe Company; (e) any material change to a material contract or agreement by which the Company Company, or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or change in the rate of employees as a group; (g) any sale, assignment or transfer of any material assets or any Intellectual Property Rights of the Company; (h) any resignation or termination of employment of Key Employee any officer, key employee or service provider of the Company, and the Company is not aware of any impending resignation or termination of employment of any such officer, key employee or service provider; (i) any declaration, setting aside or payment or other distribution in respect to any of the capital stock of the Company, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (hj) any transaction entered into by the Company which was not in the ordinary course of business; (k) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (il) any loans or guarantees made by the Company to or for the benefit of its employees, directors, officers or directorsstockholders, or any affiliate thereof, or any members of their immediate families, other than travel advances and other advances expense 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 Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, character that could reasonably be expected to result in have a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.24.

Changes. Since December 31June 30, 2017 2012 there has not been: (a) any change in the assets, liabilities, financial condition or condition, operating results or business prospects of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business business, that has had or is reasonably likely to have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would has had or is reasonably likely to have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction material change or discharge amendment to an agreement by which the Company or any of any lien, claim, its assets or encumbrance properties is bound or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction subject that has had or discharge of which would not is reasonably likely to have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (f) any resignation or termination of any executive officer or key employee of the Company, and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee; (g) any material change in any compensation arrangement or agreement with any employee, director or stockholder; (h) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (i) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company; (j) any declaration, setting aside or payment or other distribution in respect of for any of the Company’s capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Company; (k) any salemortgage, assignment or pledge, transfer of a security interest in, or lien, created by the Company, for any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectof its material properties or assets, except liens for taxes not yet due or payable; (l) any receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s its knowledge, any other event or condition of any character, other than events affecting the economy character that has had or the Company’s industry generally, that could is reasonably be expected likely to result in have a Material Adverse Effect; or; (n) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.6; or (o) any employment contract entered into by the Company not terminable at will.

Changes. Since December 31the Locked Box Date, 2017 there has not been, except in the ordinary course of business: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business Statements that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance Encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee any officer or key employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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 businessadvances; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stockPOM Shares, or any direct or indirect redemption, purchase, or other acquisition of any of such stock POM Shares by the Company; (k) any sale, assignment or transfer of any Company POM Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 9.13.

Changes. Since Except as contemplated by this Agreement (including the Schedules hereto), and except as set forth in the Schedule of Exceptions, since December 31, 2017 2004 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company and its subsidiaries from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material change in the contingent obligations of the Company and its subsidiaries by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any material damage, destruction or loss, whether or not covered by insurance; , materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company and its subsidiaries (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectas such business is presently conducted and as it is proposed to be conducted); (d) any waiver by the Company or any subsidiary of a material right or of a material debt owed to it; (e) any material satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the CompanyCompany or any subsidiary, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company or subsidiary (as such business is presently conducted and as it is proposed to be conducted); (ef) any material change or amendment to a material contract or agreement arrangement by which the Company Company, any subsidiary or any of its their respective assets or properties is bound or subject; (fg) any material change in any compensation arrangement or agreement with any employee, officer, director employee of the Company or stockholderany subsidiary; (gh) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (i) except for any resignations arising under this Agreement, any resignation or termination of employment of Key Employee any officer or key employee of the Company, and the Company is not aware of the impending resignation or termination of employment of any such officer or key employee; (hj) any mortgage, pledge, transfer of a security interest in, or lien, lien created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ik) any loans or guarantees made by the Company or any subsidiary of the Company to or for the benefit of the Company, its subsidiaries or any Company employees, officers or directors, or any members of their immediate families; (l) any debt, other than travel advances and other advances made obligation or liability incurred, assumed or guaranteed by the Company or any subsidiary, except for those incurred in the ordinary course of its businessthe Company's business (but not in excess of $25,000 individually and $75,000 in the aggregate) and in amounts which would not have a material adverse affect on the assets, condition, affairs or prospects of the Company, financially or otherwise; (jm) any declaration, setting aside or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Company; (kn) any salefailure by the Company or any subsidiary to conduct business in the ordinary course, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectconsistent with its past practices; (lo) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the assets, other than events affecting properties, financial condition, operating results or business of the economy Company or the Company’s industry generally, that could reasonably any subsidiary (as such business is presently conducted and as it is currently proposed to be expected to result in a Material Adverse Effectconducted); or (np) any arrangement agreement or commitment by the Company or any subsidiary to do any of the things described in this Subsection 2.13section.

Changes. Since December 31the date of the most recent Financial Statements, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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 stockholderstockholders; (g) any resignation or termination of employment of Key Employee any senior executive officer of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) ; receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (ml) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.132.22.

Changes. Since December 31, 2017 2019, there has not been: (a) been any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (bi) any material damage, destruction or loss, whether or not covered by insurance; (cii) any damage, destruction waiver or loss, whether compromise by the Company of a valuable right or not covered by insurance, that would have of a Material Adverse Effectmaterial debt owed to it; (diii) any satisfaction or discharge of any lien, claim, or encumbrance or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (eiv) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (fv) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gvi) any resignation or termination of employment of Key Employee any officer or key employee of the Company; (hvii) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (iviii) any loans or guarantees made by the Company 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; (jix) 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; (kx) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse EffectProperty; (lxi) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (mxii) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nxiii) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.132(m).

Changes. Since December 31Except as contemplated by this Agreement (including the Schedule hereto), 2017 since September 30, 2004, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the any Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damagechange in the contingent obligations of any Group Company by way of guarantee, destruction endorsement, indemnity, warranty or loss, whether or not covered by insuranceotherwise; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of any Group Company (as such business is presently conducted and as it is proposed to be conducted); (d) any waiver by any Group Company of a material right or of a material debt owed to it; (e) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the any Group Company, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectany Group Company (as such business is presently conducted and as it is proposed to be conducted); (ef) any material change or amendment to a material contract or agreement arrangement by which the any Group Company or any of its assets or properties is bound or subject; (fg) any material change in any compensation arrangement or agreement with any Group Company employee, officer, director or stockholder; (gh) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (i) any resignation or termination of employment of Key Employee any officer or key employee of the Group Company, and neither any Group Company nor the Founder is aware of the impending resignation or termination of employment of any such officer or key employee; (hj) any mortgage, pledge, transfer of a security interest in, or lien, Lien created by the Group Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do Liens for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ik) any loans or guarantees made by the any Group Company or any Founder Company to or for the benefit of its any Group Company or Founder Company employees, officers or directors, or any members of their immediate families; (l) any debt, other than travel advances and other advances made obligation or liability incurred, assumed or guaranteed by any Group Company except for those incurred in the ordinary course of its businessthe Group Company’s business (but not in excess of $25,000 individually and $75,000 in the aggregate) and in amounts which would not have a material adverse affect on the assets, condition, affairs or prospects of the Group Company, financially or otherwise; (jm) any declaration, setting aside or payment or other distribution in respect of any of the any Group Company’s capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the any Group Company; (kn) any salefailure by any Group Company to conduct business in the ordinary course, assignment or transfer of consistent with any Company Intellectual Property that could reasonably be expected to result in a Material Adverse EffectGroup Company’s past practices; (lo) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the assets, other than events affecting the economy properties, financial condition, operating results or the Company’s industry generally, that could reasonably business of any Group Company (as such business is presently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (np) any arrangement agreement or commitment by any Group Company or the Company Founder to do any of the things described in this Subsection 2.13section.

Changes. Since December 31June 30, 2017 1999 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except actions contemplated in the Company Summary and changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the business, properties, prospects, or financial condition of the Company; (c) any waiver or compromise by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects or discharge financial condition of which would not have a Material Adverse Effectthe Company; (e) any material change to a material contract or agreement by which the Company 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; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ij) any loans or guarantees made by the Company 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; (jk) any declaration, setting aside or payment or other distribution in respect of to any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (kl) any sale, assignment declaration or transfer payment of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectdividend or other distribution of the assets of the Company; (lm) receipt of notice by the Company that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (mn) to the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the business, other than events affecting the economy properties, prospects or financial condition of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (no) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.16.

Changes. Since December 31, 2017 2014, except as disclosed in any Filing, there has not beenoccurred or could reasonably be expected to occur any of the following: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Any Material Adverse Effect; (b) Any resignation or termination of any material damageofficer of the Company, destruction or loss, whether or not covered by insuranceother than ▇▇▇▇▇▇ ▇▇▇▇▇▇; (c) any Any material change, except in the ordinary course of business, in the contingent obligations of the Company or its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or other contractual arrangement; (d) Any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (d) any satisfaction is material to the business or discharge operations of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business Company and the satisfaction or discharge of which would not have a Material Adverse Effectits Subsidiaries; (e) any material change to a material contract or agreement Any waiver by which the Company or any Subsidiary of its assets is bound a material right or subjectof a material debt owed to it; (f) any Any material change in any compensation arrangement or agreement with any employeeindividual holding the title of executive vice president or any title in the Company superior to the foregoing, officer, officer or director other than routine annual increases in compensation or stockholder; (g) any resignation promotions or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise bonuses awarded in the ordinary course of business and do not materially impair or the reinstatement of prior compensation subsequent to any voluntary reductions; (g) To the Knowledge of the Company’s ownership , any material labor organization activity related to the Company or use any Subsidiary; (h) Any debt, obligation or liability incurred, assumed or guaranteed by the Company or any Subsidiary, except for immaterial amounts and for current liabilities incurred in the ordinary course of such property or assetsbusiness; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any Any sale, assignment or transfer of any material Proprietary Asset, other than the nonexclusive license by the Company Intellectual Property that or any Subsidiary of such Proprietary Assets to customers, suppliers or contract manufacturers in the ordinary course of business consistent with past practices; (j) Any change in any Material Contract to which the Company or any Subsidiary is a party or by which it is bound, which change has had or could reasonably be expected to result in have a Material Adverse Effect; (lk) receipt of notice that there has been a loss Any declaration, or payment in respect of, any dividend or material order cancellation by, other distribution upon any major customer, supplier or business partner shares of capital stock of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nl) any Any arrangement or commitment by the Company or any Subsidiary to do any of the things acts described in this Subsection 2.13Section 4.7.

Changes. Since December 31, 2017 2008, except as set forth in Section 15 of the Disclosure Schedule or as contemplated by this Agreement or the Transaction Documents, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the any Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse EffectEffect on a Group Company; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse EffectEffect on a Group Company; (c) any waiver or compromise by any Group Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the any Group Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the any Group Company 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 stockholdershareholder; (g) any resignation or termination of employment of Key any officer or Employee of the any Group Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the any Group Company, 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 such Company’s ownership or use of such property or assets; (i) any dividend, loans or guarantees made by the any Group Company 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; (j) any declaration, setting aside or payment or other distribution in respect of any of the Group Company’s capital stockshare capital, or any direct or indirect redemption, purchase, or other acquisition of any of such stock shares by the any Group Company; (k) any sale, assignment or transfer of any Group Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the any Group Company; (m) to the Company’s Warrantors’ knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 15.

Changes. Since December 31Except as set forth in Section 2.23 of the Schedule of Exceptions or disclosed in the Company's Current Report of Form 8-K, 2017 filed on January 17, 2002, since September 30, 2001 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company and its Subsidiaries from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company or any of its Subsidiaries (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver by the Company or any of its Subsidiaries of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the CompanyCompany or any of its Subsidiaries, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company or any of its Subsidiaries (as such business is presently conducted and as it is proposed to be conducted); (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its Subsidiaries, or any of its respective assets or properties, is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any key officer of the CompanyCompany or any of its Subsidiaries; and the Company and each of its Subsidiaries, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer; (hi) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or any of its Subsidiaries; (j) any mortgage, pledge, transfer of a security interest in, or lien, created by the CompanyCompany or any of its Subsidiaries, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ik) any loans or guarantees made by the Company or any of its Subsidiaries 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; (jl) any declaration, setting aside or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s 's or any of its Subsidiaries' knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, character that could might reasonably be expected to result in a Material Adverse Effect; ormaterially and adversely affect the assets, properties, financial condition, operating results or business of the Company or any of its Subsidiaries (as such business is presently conducted and as it is proposed to be conducted); (n) any arrangement operations conducted by ATG; or (o) any agreement or commitment by the Company or any of its Subsidiaries to do any of the things described in this Subsection 2.13Section 2.23.

Changes. Since December 31the Balance Sheet Date, 2017 there has not been:: ------- (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Unaudited Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the business, properties, prospects, or financial condition of the Company; (c) any waiver or compromise by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects or discharge financial condition of which would not have a Material Adverse Effectthe Company; (e) any material change to a material contract or agreement by which the Company 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; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company, is not aware of any impending resignation or termination of employment of any such officer or key employee; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ij) any loans or guarantees made by the Company 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; (jk) any declaration, setting aside or payment or other distribution in respect of to any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the business, other than events affecting the economy properties, prospects or financial condition of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.15.

Changes. Since December 31, 2017 1999 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is proposed to be conducted); (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) except for non-exclusive licenses granted in the ordinary course of business, any sale, assignment or transfer of any Proprietary Assets or other intangible assets; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ij) any loans or guarantees made by the Company 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; (jk) any declaration, setting aside or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the assets, other than events affecting properties, financial condition, prospectus, operating results or business of the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse EffectCompany (as such business is presently conducted); or (nm) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.27.

Changes. Since December October 31, 2017 1998, there has not been:: ------- (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver or compromise by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects or discharge financial condition of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is proposed to be conducted); (e) any material change to a material contract or agreement by which the Company 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 stockholdershareholder; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company does not know of any impending termination or, to the best of its knowledge, resignation of employment of any such officer or key employee; (i) receipt of notice, formally or informally, or receipt of knowledge that there has been, or will be, a loss of, or material order cancellation by, any major customer of the Company; (hj) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ik) any loans or guarantees made by the Company 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; (jl) any declaration, setting aside or payment or other distribution in respect of to any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the best of the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the business, other than events affecting properties, prospects or condition (financial or otherwise) of the economy or the Company’s industry generally, that could reasonably Company (as such business is presently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (n) any arrangement arrangement, intention or commitment by or of the Company to do any of the things described in this Subsection 2.13Section 2.17.

Changes. Since December 31the date of the Most Recent Balance Sheet, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsMost Recent Balance Sheet or the Most Recent Statement of Operations, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or lossloss of tangible personal property of the Company, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a material right of the Company or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would has not have had a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or related agreement to which the Company is bound (or which indirectly through Seller or otherwise would increase the obligation(s) of the Company) with any employee, officer, director or stockholderstockholder in their capacity as such; (g) any resignation or termination of employment of any Key Employee of the Company; (h) incurrence by the Company of any indebtedness for borrowed money which remains outstanding or any mortgage, pledge, transfer granting of a security interest in, in or lien, lien created by the Company, Company with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsfor Permitted Encumbrances; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, third party other than advances to employees for travel advances and other advances Company-related expenses made in the ordinary course of its business; (j) any declaration, setting aside or payment or other dividend or 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, excluding any transfers of cash to the Seller in the ordinary course of business; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt any sale, assignment or transfer of notice that there has been a any of the Company’s material assets or rights, other than the sale of its products and services in the ordinary course of business; (m) any loss of, or material order cancellation by, any major customerMaterial Customer of the Company nor, supplier to the Seller’s Knowledge, has the Company received any notice of any facts that would cause or business partner give grounds for any Material Customer to terminate or materially reduce its purchase of services or products from the Company; (mn) any incurrence by the Company of any liabilities outside of the ordinary course of business, excluding this Agreement and any documents contemplated by this Agreement, including without limitation the Transition Services and Arrangements Agreement and the Contribution Agreement; (o) incurrence by the Company of any liabilities which are individually in excess of $25,000 in the aggregate in the ordinary course of business; (p) to the CompanySeller’s knowledgeKnowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could would reasonably be expected to result in a Material Adverse EffectEffect on the Company or its business; or (nq) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.11. For the purposes of the dollar amounts set forth in this Section 2.11, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.

Changes. Since December 31the date of the Company Financial Statements, 2017 and except as disclosed in the Registration Statement, Prospectuses and Disclosure Package, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (ci) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the business, properties, prospects or financial condition of the Company or its Subsidiaries and Partnerships; (dii) any satisfaction waiver or discharge of any lien, claim, or encumbrance or payment of any obligation compromise by the Company, except in the ordinary course Company or its Subsidiaries and Partnerships of business and the satisfaction a valuable right or discharge of which would not have a Material Adverse Effectmaterial debt owed to it; (eiii) any material change to a material contract or agreement by which outside the Company or any of its assets is bound or subject; (f) any material change ordinary course in any compensation arrangement or agreement with any employee, officer, director or stockholderholder of capital stock of the Company or its Subsidiaries and Partnerships; (giv) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets by the Company or its Subsidiaries and Partnerships; (v) any removal of any auditor or director or termination of any officer or other senior employee of the Company or its Subsidiaries and Partnerships; (vi) any extraordinary loss, whether or not covered by insurance, suffered by the Company or its Subsidiaries and Partnerships; (vii) any material shortage or any material cessation or material interruption in the shipment of any inventory, supplies or equipment used by the Company or its Subsidiaries and Partnerships; (viii) any resignation or termination of employment of Key Employee any officer or key employee of the CompanyCompany or its Subsidiaries and Partnerships that has not been disclosed, to the extent required by applicable Canadian Securities Laws, or the U.S. Securities Laws in the Disclosure Package, (and the Company is not aware of any impending or intended resignation or termination of employment of any such officer or key employee of the Company or its Subsidiaries and Partnerships); (hix) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the CompanyCompany or its Subsidiaries and Partnerships, with respect to any of its material properties or assets, except liens for taxes not yet due or payable, liens that arise in the ordinary course of business and do not materially impair the Company’s Company or its Subsidiaries' and Partnerships' ownership or use of such property or assets, or as disclosed in the Disclosure Package; (ix) any loans or guarantees made by the Company or its Subsidiaries and Partnerships to or for the benefit of its employeesan employee, officers officer or directorsdirector, or any members member of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jxi) any declaration, setting aside or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (mxii) to the Company’s 's knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s 's industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nxiii) any material arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 6(p).

Changes. Since December 31Except as expressly contemplated by this Agreement, 2017 the other Transaction Documents and the Disclosure Documents and except as set forth in Subsection 2.15 of the Disclosure Schedule, since January 30, 2010 (i) the Company has conducted its business only in the Ordinary Course of Business and (ii) there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course Ordinary Course of business Business that have not caused, in the aggregate, caused a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would reasonably be expected to have a Material Adverse Effect; (c) any waiver or compromise by the Company of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance Lien or payment of any obligation by the Company, except in the ordinary course Ordinary Course of business and the satisfaction or discharge of which would not have a Material Adverse EffectBusiness; (e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subjectMaterial Contract; (f) any material change in any compensation arrangement or agreement with any employeeKey Employee, officer, director or stockholderstockholder of the Company; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, Lien created by the Company, Company with respect to any of its material properties or assets, except liens for Permitted Liens or Liens that arise in the ordinary course Ordinary Course of business Business and do not materially impair the Company’s ownership or use of such its property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate familiesfamily members, other than travel advances and other advances made in the ordinary course Ordinary Course of its businessBusiness; (j) 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; (k) (i) any saleTax election, assignment settlement or transfer compromise of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss ofTax claim or liability, or change or revocation thereto, or entry into a settlement or compromise, or a change (or a request to any taxing authority to change) in any material order cancellation by, any major customer, supplier or business partner aspect of the Company; ’s method of accounting for Tax purposes, or (mii) to the Company’s knowledge, any other event preparation or condition filing of any character, other than events affecting the economy Tax Return (or the Company’s industry generally, that could reasonably be expected to result any amendment thereof) unless such Tax Return shall have been prepared in a Material Adverse Effectmanner consistent with past practice; or (nl) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.132.15.

Changes. Since December 31, 2017 the date of incorporation of the Company there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.132.15.

Changes. Since December May 31, 2017 2022 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee any officer of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company;; or (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or. (n) any arrangement or commitment by the Company to do any of the things described in this Subsection Section 2.13.

Changes. Since December May 31, 2017 2001, with the exception of a new President and CEO being appointed on August 20, 2001, there has not been: (a) any Any change in the assets, liabilities, financial condition condition, or operating results operations of the Company from that reflected in the Financial StatementsCompany, except other than changes in the ordinary course of business that have not causedbusiness, none of which individually or in the aggregateaggregate has had or is reasonably expected to have a material adverse effect on such assets, a Material Adverse Effectliabilities, financial condition, or operations of the Company; (b) Any resignation or termination of any material damageofficer, destruction key employee or loss, whether or not covered by insurancegroup of employees of the Company; (c) any Any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) Any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the properties, business or prospects or financial condition of the Company; (de) Any waiver by the Company of a valuable right or of a material debt owed to it; (f) Any direct or indirect loans made by the Company to any satisfaction stockholder, employee, officer or discharge director of any lien, claim, or encumbrance or payment of any obligation by the Company, except other than advances made in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (eg) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gh) Any declaration or payment of any resignation dividend or termination other distribution of employment of Key Employee the assets of the Company; (hi) any mortgageAny labor organization activity related to the Company; (j) Any debt, pledgeobligation or liability incurred, transfer of a security interest in, assumed or lien, created guaranteed by the Company, with respect to any of its material properties or assets, except liens that arise those for immaterial amounts and for current liabilities incurred in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any Any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectpatents, trademarks, copyrights, trade secrets or other intangible assets; (l) receipt of notice that there has been Any change in any material agreement to which the Company is a loss ofparty or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, or material order cancellation by, any major customer, supplier or business partner operations of the Company; (m) to the Company’s knowledge, any Any other event or condition of any charactercharacter that, other than events affecting either individually or cumulatively, has or may materially and adversely affect the economy business, assets, liabilities, financial condition, prospects or operations of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any Any arrangement or commitment by the Company to do any of the things acts described in this Subsection 2.13subsection (a) through (m) above.

Changes. Since December 31the Statement Date and except as contemplated by this Agreement and the exhibits and schedules hereto, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except for changes in the ordinary course of business or that have not caused, resulted in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or lossloss to property, whether or not covered by insurance, that would have resulting in a Material Adverse Effect; (dc) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, Company except in the ordinary course of business and the satisfaction or discharge of which would that has not have resulted in a Material Adverse Effect; (ed) any material change to a material contract or agreement by which the Company or any of its assets is are bound or subject, except as specified in Schedule 2.25(d); (fe) any material change in any compensation arrangement or agreement with any employee, representative, agent, officer, director or stockholderstockholder of the Company, except as specified in Schedule 2.25(e); (gf) any resignation or termination of employment of Key Employee any officer, director or key employee of the Company and, to the best of the Company's knowledge, the Company does not know of any impending resignation or termination of employment of any such officer, director or key employee; (g) receipt of notice that there has been a loss of, or material order cancellation by, any major advertiser or major customer of the Company other than in the ordinary course of business; (h) any mortgage, pledge, transfer of a security interest in, lien or lienencumbrance, created by the Company, with respect to any of its material capital stock, properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (i) any loans or guarantees made by the Company to or for the benefit of its employees, representatives, agents, 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 Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13.their

Changes. Since December 31Except as would not have a material adverse effect on the Company, 2017 since February 29, 2000 there has not been: (a) a. any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) b. any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted); (d) c. any waiver by the Company of a material debt owed to it; d. any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company (as such business is presently conducted); (e) e. any material change to a material contract or agreement by which the Company 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; (g) f. any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; g. any resignation or termination of employment of Key Employee any key officer of the Company; and the Company does not know of the impending resignation or termination of employment of any such officer; h. receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (h) i. any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (i) j. any loans or guarantees made by the Company 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; (j) k. any declaration, setting aside or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) l. to the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the assets, other than events affecting properties, financial condition, operating results or business of the economy or the Company’s industry generally, that could reasonably Company (as such business is presently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (n) m. any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.23.

Changes. Since December 31the Statement Date and except as contemplated by this Agreement and the exhibits and schedules hereto, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except for changes in the ordinary course of business or that have not caused, resulted in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or lossloss to property, whether or not covered by insurance, that would have resulting in a Material Adverse Effect; (dc) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, Company except in the ordinary course of business and the satisfaction or discharge of which would that has not have resulted in a Material Adverse Effect; (ed) any material change to a material contract or agreement by which the Company or any of its assets is are bound or subject, except as specified in Schedule 2.25(d); (fe) any material change in any compensation arrangement or agreement with any employee, representative, agent, officer, director or stockholderstockholder of the Company, except as specified in Schedule 2.25(e); (gf) any resignation or termination of employment of Key Employee any officer, director or key employee of the Company and to the best of the Company's knowledge, the Company does not know of any impending resignation or termination of employment of any such officer, director or key employee; (g) receipt of notice that there has been a loss of, or material order cancellation by, any major advertiser or major customer of the Company other than in the ordinary course of business; (h) any mortgage, pledge, transfer of a security interest in, lien or lienencumbrance, created by the Company, with respect to any of its material capital stock, properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (i) any loans or guarantees made by the Company to or for the benefit of its employees, representatives, agents, officers or directors, or any members of their immediate families, other than travel ordinary advances and other advances made for expenses incurred in the ordinary course of its business, except as specified in Schedule 2.25(i); (j) any declaration, setting aside or payment or other distribution in respect of to any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such capital stock by the Company; (k) any saleCompany other than the purchase of capital stock of officers, assignment directors or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of employees who have terminated their relationship with the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nk) any arrangement or commitment by the Company to do any of the things anything described in this Subsection 2.13Section 2.25.

Changes. Since December 31the Balance Sheet Date, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have constitutes a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any sale, assignment or transfer by the Company of any patents, trademarks, copyrights, trade secrets or other intangible assets by the Company; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; (hi) any material change, except in the ordinary course of business, in a contingent obligation of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (j) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s 's ownership or use of such property or assets; (ik) any loans or guarantees made by the Company 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; (jl) any declaration, setting aside or payment or other distribution in respect of to any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s 's knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s 's industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.16.

Changes. Since December 31, 2017 2001 (the "Statement Date"), there has not been: (ai) any change in the assets, liabilities, financial condition or operating results of the he Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (cii) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the business, properties, prospects or financial condition of the Company; (diii) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (iv) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects or discharge financial condition of which would not have a Material Adverse Effectthe Company; (ev) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subjectsubject which is materially adverse to the assets, properties, financial condition, operating results or business of the Company as such business is presently conducted, including any change or amendment to any of the governing documents of the Company (including the Articles of Incorporation and Bylaws of the Company, each as amended), except as contemplated hereunder; (fvi) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (gvii) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (viii) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company, to its knowledge, is not aware of any impending resignation or termination of employment of any such officer or key employee; (hix) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Company, Company with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ix) any loans or guarantees made by the Company 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; (jxi) any declaration, setting aside or payment or other distribution in respect of to any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of or such stock by the Company; (kxii) any sale, assignment or transfer transaction entered into by the Company not in the ordinary course of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectits business; (lxiii) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (mxiv) any amount borrowed by the Company; (xv) any material change in the manner of business or operations of the Company; (xvi) to the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the business, other than events affecting the economy properties, prospects or financial condition of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nxvii) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2(m).

Changes. Since December 31the Statement Date, 2017 except as set forth on the Schedule of Exceptions, there has not been, to the Company's knowledge: (a) any Any change in the assets, liabilities, financial condition condition, or operating results operations of the Company from that reflected in the Financial Statements, except other than changes in the ordinary course of business that have not causedbusiness, none of which individually or in the aggregateaggregate has had or is reasonably expected to have a material adverse effect on such assets, a Material Adverse Effectliabilities, financial condition, or operations of the Company; (b) Any resignation or termination of any material damageofficer, destruction key employee or lossgroup of employees of the Company; and the Company, whether to the best of its knowledge, does not know of the impending resignation or not covered by insurancetermination of employment of any such officer, key employee or group of employees; (c) any Any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) Any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the properties, business or prospects or financial condition of the Company; (de) Any waiver by the Company of a valuable right or of a material debt owed to it; (f) Any direct or indirect loans made by the Company to any satisfaction stockholder, employee, officer or discharge director of any lien, claim, or encumbrance or payment of any obligation by the Company, except other than advances made in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (eg) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gh) Any declaration or payment of any resignation dividend or termination other distribution of employment of Key Employee the assets of the Company; (hi) any mortgageAny labor organization activity related to the Company; (j) Any debt, pledgeobligation or liability incurred, transfer of a security interest in, assumed or lien, created guaranteed by the Company, with respect to any of its material properties or assets, except liens that arise those for immaterial amounts and for current liabilities incurred in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any Any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectpatents, trademarks, copyrights, trade secrets or other intangible assets; (l) receipt of notice that there has been Any change in any material agreement to which the Company is a loss ofparty or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or material order cancellation by, any major customer, supplier or business partner prospects of the Company; (m) to the Company’s knowledge, any Any other event or condition of any charactercharacter that, other than events affecting either individually or cumulatively, has materially and adversely affected the economy business, assets, liabilities, financial condition, or operations of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any Any arrangement or commitment by the Company to do any of the things acts described in this Subsection 2.13subsection (a) through (m) above.

Changes. Since December March 31, 2017 2000, except for the issuance ------- of the Initial Shares pursuant to the terms and provisions of the Original Agreement, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business consistent with past practice that are not reasonably likely to have not caused, in the aggregate, a Material Adverse Effectan MAE; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the assets, properties, financial condition, operating results or business of the Company; (c) any waiver by the Company of a Material Adverse Effectmaterial right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business consistent with past practice and not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company; (e) any material change or amendment to a material contract or agreement arrangement required to be set forth on Schedule 2.12 by which the Company or ------------- any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderemployee of the Company; (g) except for the issuance of the Initial Shares, the issuance of Common Stock upon the exercise of options issued pursuant to the Option Plan, or the issuance of options pursuant to the Option Plan, any resignation issuance of stocks, bonds or termination of employment of Key Employee other securities of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by loans made to the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit payment 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 dividend or other distribution of the Company's assets in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (kj) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss ofProperty, Proprietary Information or material order cancellation by, any major customer, supplier or business partner assets of the Company; (mk) any material transaction to which the Company’s knowledge, any other event or condition Company is a party that is not in the ordinary course of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effectbusiness consistent with past practice; or (nl) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.15.

Changes. Since December 31September 30, 2017 1999 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction destruction, loss or lossother occurrence or development materially and adversely affecting the business, whether properties or not covered by insurancefinancial condition of the Company; (c) any damage, destruction waiver or loss, whether compromise by the Company of a valuable right or not covered by insurance, that would have a Material Adverse Effectany material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction assets, business, properties or discharge financial condition or operating results of which would not have a Material Adverse Effectthe Company; (e) any material change or amendment to a material contract or agreement by which the Company or any of its assets or properties is bound or subject; (f) any material change or amendment in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company, is not aware of any impending resignation or termination of employment of any such officer or key employee; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsfor Permitted Liens; (ij) any loans or guarantees made by the Company 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; (jk) any declaration, setting aside or payment or other distribution in respect of to any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the business, other than events affecting the economy properties or financial condition of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.16.

Changes. (a) Since December 31, 2017 1997, there has not been: (ai) any change in the assets, liabilities, financial condition or operating results of waiver by the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effectvaluable right or of a material debt owed to it; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (dii) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the satisfaction assets, properties, financial condition, operating results, prospects or discharge business of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is now proposed to be conducted); (eiii) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject; (fiv) any change in any compensation arrangement or agreement with any executive officer or any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderother employee of the Company; (gv) any change in the assets, liabilities, financial condition or operations of the Company, except changes in the ordinary course of business which have not been, either in any case or in the aggregate, materially adverse to the Company; (vi) any change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (vii) any declaration or payment of any dividend or other distribution of assets of the Company or the adoption or consideration of any plan or arrangement with respect thereto; (viii) any resignation or termination of employment of Key Employee any key employee, executive officer or director of the Company (other than terminations of temporary employment during university leaves of absence), or to the Company's knowledge any plans with respect thereto; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (mix) to the Company’s 's knowledge, any other event or condition of any charactercharacter which might materially and adversely affect the assets, other than events affecting properties, financial condition, operating results prospects or business of the economy or the Company’s industry generally, that could reasonably Company (as such business is currently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (nx) any arrangement material change in the Company's accounting or commitment by internal control procedures and practices. (b) Since December 31, 1997 the Company has not: (i) mortgaged, pledged or made subject to, or agreed to do mortgage, pledge or make subject to any lien, charge, security interest any of the things described assets or the business of the Company; (ii) sold or otherwise disposed of or agreed to sell or otherwise dispose of any of the assets of the Company; (iii) suffered any damage or loss affecting any of the assets of the Company; (iv) incurred or became subject to or agreed to incur or become subject to any material obligation or liability or issued or agreed to issue any securities of the Company (other than the Series D Shares and the Warrants); or (v) had any change in this Subsection 2.13the relationship or course of dealing with any of its suppliers, distributors, consultants, customers or creditors.

Changes. Since Except as publicly disclosed, since December 31, 2017 2007 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is proposed to be conducted); (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any key officer of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ij) any loans or guarantees made by the Company 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; (j) 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 (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner the best of the Company; (m) to the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the assets, other than events affecting the economy properties, financial condition, operating results or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by business of the Company (as such business is presently conducted and as it is proposed to do any of the things described in this Subsection 2.13be conducted).

Changes. Since December 31the Financial Statement Date there has not been (i) any Material Adverse Effect (as defined below) and (ii) the Company has carried on its business (as such business is presently conducted) in all material respects in the ordinary course in accordance with the procedures and practices in effect on the Financial Statement Date. Without limiting the foregoing, 2017 since the Financial Statement Date, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is proposed to be conducted); (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any key officer of the Company; and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee; (i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (hj) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (ik) any loans or guarantees made by the Company 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; (jl) 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, purchase or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the assets, other than events affecting properties, financial condition, operating results or business of the economy or the Company’s industry generally, that could reasonably Company (as such business is presently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (n) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.20.

Changes. Since December 31, 2017 date of most recent Financial Statements there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director Manager or stockholderMember; (g) any resignation or termination of employment of any Manager, officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directorsManagers, 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 Company’s capital stockMembership Interests or equity securities, or any direct or indirect redemption, purchase, or other acquisition of any of such stock Membership Interests or equity securities by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.132.15.

Changes. Since December 31July 1, 2017 1995, there has not been: (a) any change in the assets, liabilities, financial condition condition, or operating results of the Company from that reflected in the Financial StatementsStatements (defined below), except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver or compromise by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects, or discharge financial condition of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is proposed to be conducted); (e) to the best of the Company's knowledge, any material change to a material contract or agreement arrangement by which the Company 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 stockholdershareholder; (g) any sale, assignment, license or transfer of any patents, trademarks, copyrights, trade secrets, Proprietary Information (as defined herein) or other intangible assets; (h) any resignation or termination of employment of Key Employee any key officer of the Company; and the Company, to the best of its knowledge, 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 the Company; (hj) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ik) any loans or guarantees made by the Company to or for the benefit of its employees, officers 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; (jl) any declaration, setting aside or payment or other distribution in respect of any to the best of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the business, other than events affecting properties, prospects, or financial condition of the economy or the Company’s industry generally, that could reasonably Company (as such business is presently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (nm) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13paragraph 2.16.

Changes. Since December 31the Balance Sheet Date, 2017 there has not been: (a) any change in the assets, liabilities, financial condition condition, or operating results of the Company from that reflected in the Financial Statements, except for changes in the ordinary course of business that which have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse to the Company; (b) any material damage, destruction destruction, or loss, whether or not covered by insurance; (c) any damage, destruction or lossloss of tangible assets, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affects the assets, properties, financial condition, operating results, prospects, or business of the Company as currently conducted; (dc) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and business; (d) any waiver by the satisfaction Company of a valuable right or discharge of which would not have a Material Adverse Effectmaterial debt owed to it; (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject, except for changes in the ordinary course of business which have not been materially adverse to the Company; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderemployee of the Company; (g) any transfer of any patent, trademark, copyright, trade secret or other intangible asset of the Company except in the ordinary course of business; (h) any resignation or termination of employment of Key Employee any key officer of the Company; (hi) any mortgage, pledge, transfer receipt by the Company of written notice that there has been a security interest inloss of, or lienorder cancellation by, created by any major customer of the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (ij) any loans encumbrance of any material asset of the Company except liens for taxes not yet due or guarantees payable; (k) any loan or guarantee made by the Company to or for the benefit of its employeesan employee, officers or directorsofficer, director, or any members member of their immediate familiesthe family of an employee, officer, or director, other than travel advances and or other advances made in the ordinary course of its business; (jl) any declaration, setting aside aside, or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition directly and specifically affecting the Company of any charactercharacter that the Company believes could adversely affect the assets, other than events affecting properties, financial condition, operating results, business or prospects of the economy or the Company’s industry generally, that could reasonably Company (as such business is presently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (n) any arrangement agreement or commitment by the Company or to do any of the things described in this Subsection 2.13Section 3.26.

Changes. Since December March 31, 2017 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been: (a) any change in the business, assets, liabilities, condition (financial condition or operating results otherwise), properties, operations or prospects of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not causedwhich, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect; (b) any material damageresignation or termination of any officer, destruction key employee or loss, whether or not covered by insurancegroup of employees of the Company; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (d) any satisfaction or discharge of any lien, claimwhich has had, or encumbrance could reasonably be expected to have, individually or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have aggregate, a Material Adverse Effect; (e) any material change to waiver by the Company of a valuable right or of a material contract or agreement by which the Company or any of its assets is bound or subjectdebt owed to it; (f) any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gh) any resignation declaration or termination payment of employment any dividend or other distribution of Key Employee the assets of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by labor organization activity related to the Company 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 businessCompany; (j) any declarationdebt, setting aside obligation or payment liability incurred, assumed 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 guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (l) any change in any material agreement to which the Company Intellectual Property that is a party or by which it is bound which, either individually or in the aggregate, has had, or could reasonably be expected to result in have, a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any charactercharacter that, other than events affecting either individually or in the economy aggregate, has had, or the Company’s industry generally, that could reasonably be expected to result in have, a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things acts described in this Subsection 2.13subsection (a) through (m) above.

Changes. Since December July 31, 2017 1998, there has not been: (a) any transaction not in the ordinary course of business entered into by the Company or the Subsidiaries other than the transactions contemplated herein; (b) any change in the assets, liabilities, financial condition condition, or operating results of the Company or the Subsidiaries from that reflected in the Financial Statements, except changes in the ordinary course of business that which have not causedbeen, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurancematerially adverse; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectadversely affecting the Business or the assets, properties, financial condition, operating results, or prospects of the Company or the Subsidiaries; (d) any dividend or distribution declared or paid by the Company on its stock, nor any of its stock redeemed, purchased or otherwise acquired by the Company nor have the Company and the Subsidiaries failed to meet any tax requirements. (e) any waiver by the Company or the Subsidiaries of a valuable right or of a material debt owed to any of them; (f) any satisfaction or discharge of any lien, claimclaim or encumbrance, or encumbrance or payment of any obligation by the CompanyCompany or the Subsidiaries, except in the ordinary course of business and or which is not material to the satisfaction Business or discharge the assets, properties, financial condition, operating results, or prospects of which would not have a Material Adverse Effectthe Company or the Subsidiaries; (eg) any material change or amendment to a material contract or agreement by arrangement which the Company is listed on Exhibit 3.15 hereto or any of its assets is bound or subjectrequired to be listed thereon; (fh) any material change in any compensation arrangement or agreement with any employee, officer, director director, or stockholder; (g) any resignation employee of or termination of employment of Key Employee consultant to the Company or either of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsSubsidiaries; (i) any change in the contingent obligations of the Company or either of the Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (j) any loans or guarantees made by the Company or by either of the Subsidiaries to or for the benefit any of its employeesconsultants, independent contractors, service providers, officers or directors, or any members of their immediate families, and directors 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 Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;; or (k) any sale, assignment other event or transfer condition of any Company Intellectual Property that could character (other than general economic, business or financial market conditions) which is reasonably be expected likely to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13.

Changes. Since Except as disclosed in the SEC Documents, since December 31, 2017 2012 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have causing a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed, except in the ordinary course of business; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation Lien by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (e) any material change or amendment to a material contract or agreement by which an Obligation, except in the Company or any ordinary course of its assets is bound or subjectbusiness; (f) receipt of notice that there has been a loss of, or material order cancellation by, any material customer of the Company or to the Knowledge of the Company any threatened termination, cancellation or limitation of, or any adverse modification or change in any compensation arrangement the business relationship of the Company, or agreement the business of the Company, with any employeematerial customer or material supplier and, officerto the Knowledge of the Company, director there exists no present condition or stockholderstate of fact circumstances that would have a Material Adverse Effect or prevent the Company from conducting such business relationships or such business with any such material customer or material supplier in the same manner as heretofore conducted by the Company; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Company, with respect to any of its material properties or assets, except liens that arise Liens for taxes not yet due or payable or Liens arising in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsbusiness; (ih) any loans or guarantees made by the Company 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; (i) any resignation or termination of employment of any Key Employee; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stockCapital Stock (except for the reservation of shares of Capital Stock pursuant to this Agreement and the Transaction Documents), or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Company;; or (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement binding agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.13.

Changes. Since Except as noted on the Schedule of Exceptions, since December 31, 2017 2000 there has not been: (a) any change in the assets, liabilitiescondition (financial or otherwise), financial condition affairs, earnings, business, operations or operating results any other prospects of the Company from that reflected in the Financial StatementsCompany's financial statements, except for changes which have not been, either individually or in the aggregate, materially adverse; (b) any borrowings or other material change in the liabilities or obligations of the Company, contingent or otherwise, whether due or to become due, whether by way of guaranty, endorsement, indemnity, warranty, or otherwise, except current liabilities incurred in the ordinary course of business, none of which materially and adversely affects the business, prospects, condition, affairs, properties, or assets of the Company, it being understood, however, that the Company continues to incur expenses in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurancewithout offsetting income; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the properties, operation, or business of the Company; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation waiver by the Company, except in the ordinary course Company of business and the satisfaction a valuable right or discharge of which would not have a Material Adverse Effectmaterial debt owed to it; (e) any material change to a material contract or agreement loans made by which the Company to its employees, officers, or any directors other than advances of its assets is bound or subjectexpenses made in the ordinary course of business; (f) any material change in declaration or payment of any compensation arrangement dividend or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of Key Employee other distribution of the Company; (h) any mortgage, pledge, transfer assets of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, stockholders or any direct or indirect redemption, purchase, or other acquisition of any securities of such stock by the CompanyCompany other than repurchases of Common Stock from terminated employees, consultants, officers, and directors pursuant to written agreements; (kg) to the best of the Company's knowledge, any sale, assignment or transfer organized labor activity involving any of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectthe Company's employees; (lh) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner to the best of the Company; (m) to the Company’s 's knowledge, any other event or condition of any charactercharacter which has materially and adversely affected the business, other than events affecting operations, properties, or assets of the economy Company; (i) any increase in compensation of any of its existing officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (j) any resignation or termination of employment of any officer, director or key employee of the Company’s industry generally; (k) any capital stock, that could reasonably be expected to result in a Material Adverse Effectbonds or other corporate securities issued by the Company; or (nl) any arrangement or commitment by the Company agreement to do or enter into any of the things described in this Subsection 2.13foregoing.

Changes. Since December 31April 30, 2017 1994, there has not been:: ------- (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that which have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effect;the Company (as such business is presently conducted and as it is proposed to be conducted): (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of Key Employee any officer of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (i) any loans or guarantees made by the Company 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; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner the best of the Company; (m) to the Company’s 's knowledge, any other event or condition of any charactercharacter which might materially and adversely affect the assets, other than events affecting properties, financial condition, operating results or business of the economy or the Company’s industry generally, that could reasonably Company (as such business is presently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (nl) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.25.

Changes. Since Except as disclosed in the SEC Documents, since December 31, 2017 2009 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have causing a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed, except in the ordinary course of business; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation Lien by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (e) any material change or amendment to a material contract or agreement by which an Obligation, except in the Company or any ordinary course of its assets is bound or subjectbusiness; (f) receipt of notice that there has been a loss of, or material order cancellation by, any material customer of the Company or to the Knowledge of the Company any threatened termination, cancellation or limitation of, or any adverse modification or change in any compensation arrangement the business relationship of the Company, or agreement the business of the Company, with any employeematerial customer or material supplier and, officerto the Knowledge of the Company, director there exists no present condition or stockholderstate of fact circumstances that would have a Material Adverse Effect or prevent the Company from conducting such business relationships or such business with any such material customer or material supplier in the same manner as heretofore conducted by the Company; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Company, with respect to any of its material properties or assets, except liens that arise Liens for taxes not yet due or payable or Liens arising in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsbusiness; (ih) any loans or guarantees made by the Company 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; (i) any resignation or termination of employment of any Key Employee; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stockCapital Stock (except for the reservation of shares of Capital Stock pursuant to this Agreement and the Transaction Documents), or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Company;; or (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement binding agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.13.

Changes. Since December 31Except as may be set forth in Subsection 2.15 of the Disclosure Schedule, since June 30, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of any officer, Key Employee or lead or senior employee of the CompanyCompany that the Company intended to carry out development tasks in connection with the Game (as defined in the Transformers Development and Publishing Agreement), including but not limited to ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.132.15.

Changes. Since December 31From the Financial Statement Date to the Agreement Date, 2017 (i) the Company has operated its business in the ordinary course of business (other than actions taken by the Company in furtherance of efforts to consummate an initial public offering of the Company and a potential sale of the Company), (ii) there has not been any Company Material Adverse Effect and (ii) there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (cb) any damage, destruction waiver by the Company of a valuable right or loss, whether or not covered by insurance, that would have of a Material Adverse Effectmaterial debt owed to it; (dc) any satisfaction or discharge of any lienmaterial Lien, claim, claim or encumbrance or payment of any obligation by the Company, except Company not in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (ed) any material change or amendment to a material contract Company Material Contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject; (fe) any material change in any compensation or equity arrangement or agreement with with, or any grant of compensation or equity or equity-based awards to, any current or former employee, officer, director director, independent contractor or stockholder; any establishment, adoption, amendment or termination of a Company Benefit Plan or Company Benefit Agreement (or any plan, program, policy, agreement or arrangement that would be a Company Benefit Plan or Company Benefit Agreement if it were in effect on the date hereof) or any hiring or terminating of any officer or other key employee; (f) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets by the Company or, except in the ordinary course of business, to the Company; (g) any resignation or termination incurrence of employment Indebtedness for money borrowed individually in excess of Key Employee $50,000 or, in the case of Indebtedness individually less than $50,000, in excess of $150,000 in the Companyaggregate; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsPermitted Liens; (i) any loans loan or guarantees guarantee made by the Company 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 the Company’s business; (j) 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, purchase or other acquisition of any of such stock by the Company;; or (k) any sale, assignment or transfer action by the Company not already described in this Section 2.18 that would constitute a breach of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;Section 4.1 of this Agreement if such action was taken on the day immediately following the date hereof; or (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.18.

Changes. Since December 31Except as contemplated by this Agreement and the Restated Company Agreement, 2017 since September 30, 2025, there has not been: (a) any material change in the assets, liabilities, financial condition or operating results of the Company Vroom Parent from that reflected in the Financial Statements, except (i) changes in the ordinary course of business that have not causedbusiness, in and (ii) as set forth on Section 2.15 of the aggregate, a Material Adverse EffectDisclosure Schedule; (b) any material damage, destruction or lossloss to the property or assets of the Company, whether or not covered by insurance; (c) any damage, destruction waiver or loss, whether compromise by the Company of a valuable right or not covered by insurance, that would have of a Material Adverse Effectmaterial debt owed to it; (d) any material satisfaction or discharge of any material lien, claim, or encumbrance or payment of any material obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director manager or stockholdermember; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet delinquent and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directorsmanagers, 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 Company’s capital stocksecurities, or any direct or indirect redemption, purchase, or other acquisition of any of such stock securities by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (ml) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in have a Material Adverse Effect; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.15.

Changes. Since December 31the Reference Balance Sheet Date, 2017 except as contemplated by this Agreement or otherwise disclosed under Schedule 5.2(e) , there has not been: (ai) any change waiver by Seller or the Target Company of a valuable right or of a material debt in excess of RMB125,000 owed to it with respect to the Target Company or its assets; (ii) any incurrence of or commitment to incur any Indebtedness with respect to the Target Company for money borrowed other than in the assets, liabilities, financial condition ordinary course of business; (iii) the creation of any Encumbrance with respect to the Target Company or operating results the Assets of the Company from that reflected in Target Company; (iv) any satisfaction or discharge of any Encumbrance or payment of any obligation of the Financial StatementsTarget Company, except changes in the ordinary course of business and that have is not causedmaterial to the Assets, in financial condition or operation of the aggregate, a Material Adverse EffectTarget Company; (bv) any material damagechange, destruction amendment to or loss, whether or not covered by insurancetermination of a Material Contract (as defined under Section 5.2(i)(i)); (cvi) any sale, assignment, exclusive license, or transfer of any Intellectual Property used in or necessary to the operation of the Target Company to any third party; (vii) any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of Seller or the Target Company), corporation, partnership, joint venture or other entity that would create a liability for the Target Company other than in the ordinary course of business; (viii) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectadversely affecting the assets, financial condition or operation of the Target Company resulting in more than RMB125,000; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (lix) receipt of any notice that there has been a loss oftermination of business relationship with, or material cancellation of an order cancellation with a value of more than RMB125,000 by, any major customer, supplier or business partner customer of the Target Company; (mx) to any capital expenditures or commitments therefor involving the Company’s knowledge, Target Company that individually or in the aggregate exceeds RMB125,000; or (xi) any other event or condition of any character, other than events affecting character which individually or in the economy or the Company’s industry generally, that could reasonably be expected to result in a aggregate would incur Material Adverse Effect; or (n) any arrangement Change on the assets, financial condition or commitment by the Company to do any operation of the things described in this Subsection 2.13Target Company.

Changes. Since December 31the Company’s formation, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee of the Companyany Officer; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer by the Company of any Company Company-Controlled Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.15.

Changes. Since December 31, 2017 2005, except as disclosed in any Exchange Act Filing or on Schedule 4.8 or in any other Schedule to this Agreement or to any of the Related Agreements, there has not been: (a) any Any change in the assets, liabilities, financial condition condition, prospects or operating results operations of the Company from that reflected in the Financial StatementsCompany, except other than changes in the ordinary course of business that have not causedbusiness, none of which individually or in the aggregate, aggregate has had or would reasonably be expected to have a Material Adverse EffectEffect excluding (i) general market, economic or geopolitical conditions affecting the U.S. economy in general and (ii) any such effect resulting from consummation or announcement of the transactions contemplated by this Agreement or the Related Agreements or the Company’s or its Subsidiaries’ performance of their respective obligations hereunder or thereunder, as the case may be; (b) Any resignation or termination of any material damageofficer, destruction key employee or loss, whether or not covered by insurancegroups of employees of the Company; (c) any Any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or other contractual arrangement; (d) Any damage, destruction or loss, whether or not covered by insurance, that has had or would have a Material Adverse Effect; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not reasonably be expected to have a Material Adverse Effect; (e) any material change to Any waiver by the Company of a material contract right or agreement by which the Company or any of its assets is bound or subjecta material debt owed to it; (f) any Any material change 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; (g) To the Company’s knowledge, any resignation or termination of employment of Key Employee of labor organization activity related to the Company; (h) any mortgageAny debt, pledgeobligation or liability incurred, transfer of a security interest in, assumed or lien, created guaranteed by the Company, with respect to any of its material properties or assets, except liens that arise those for immaterial amounts and for current liabilities incurred in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsbusiness; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets, other than the nonexclusive license by the Company Intellectual Property that could of any such patents, trademarks, copyrights, trade secrets or other intangible assets to customers, suppliers or contract manufacturers in the ordinary course of the Company’s business consistent with past practices; (j) Any change in any material agreement to which the Company is a party or by which it is bound which change has had or would reasonably be expected to result in have a Material Adverse Effect; (lk) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any Any other event or condition of any charactercharacter that, other than events affecting the economy either individually or the Company’s industry generallycumulatively, that could has or would reasonably be expected to result in have a Material Adverse Effect; or (nl) any Any arrangement or commitment by the Company to do any of the things acts described in this Subsection 2.13subsection (a) through (k) above.

Changes. Since December 31September 30, 2017 2001 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction destruction, loss or lossother occurrence or development materially and adversely affecting the business, whether properties or not covered by insurancefinancial condition of the Company; (c) any damage, destruction waiver or loss, whether compromise by the Company of a valuable right or not covered by insurance, that would have a Material Adverse Effectany material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction assets, business, properties or discharge financial condition or operating results of which would not have a Material Adverse Effectthe Company; (e) any material change or amendment to a material contract or agreement by which the Company or any of its assets or properties is bound or subject; (f) any material change or amendment in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company, is not aware of any impending resignation or termination of employment of any such officer or key employee; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsfor Permitted Liens; (ij) any loans or guarantees made by the Company 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; (jk) any declaration, setting aside or payment or other distribution in respect of to any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the business, other than events affecting the economy properties or financial condition of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.16.

Changes. Since December 31September 30, 2017 2013, there has not been: (a) any change in the assets, liabilities, financial condition condition, or operating results of the Company Parent from that reflected in the 2013 Parent Financial Statements, except changes in the ordinary course of business that have not causedbeen and are not expected to be, individually or in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or lossdestruction, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting Parent’s business, properties, assets, prospects, or financial condition (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver or compromise by Parent of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the CompanyParent, except in the ordinary course of business and the satisfaction that is not material to Parent’s business, properties, assets, prospects, or discharge of which would not have a Material Adverse Effectfinancial condition (as such business is presently conducted and as it is proposed to be conducted); (e) any material change or amendment to a material contract or agreement arrangement by which the Company Parent or any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director director, or stockholder; (g) any sale, assignment, or transfer of any Proprietary Assets; (h) any resignation or termination of employment of Key Employee any officer, key employee, or key consultant, or any group of the Companykey employees or consultants, of Parent; (hi) receipt of notice that there has been a loss of, or material order cancellation by, any important customer of Parent; (j) any mortgage, pledge, transfer of a security interest in, or lien, lien created by the CompanyParent, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ik) any loans or guarantees made material change in the contingent obligations of Parent by the Company to or for the benefit way of its employeesguaranty, officers or directorsendorsement, indemnity, warranty, or any members otherwise, except as set forth on Section 4.19(k) of their immediate families, other than travel advances and other advances made in the ordinary course of its businessParent Disclosure Schedule; (jl) any declaration, setting aside or payment of payment, or other distribution in respect of any of the CompanyParent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the CompanyParent; (m) to the Company’s knowledge, any other event or condition of any charactercharacter that will materially and adversely affect Parent’s business, other than events affecting the economy properties, assets, prospects, or the Company’s industry generally, that could reasonably financial condition (as such business is presently conducted and as it is proposed to be expected to result in a Material Adverse Effectconducted); or (n) any arrangement agreement or commitment by the Company Parent to do any of the things described in this Subsection 2.13Section 4.19.

Changes. Since December 31September 30, 2017 1999 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver by the Company of a Material Adverse Effectvaluable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a Material Adverse Effectthe Company (as such business is presently conducted and as it is proposed to be conducted); (e) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) except for non-exclusive licenses granted in the ordinary course of business, any sale, assignment or transfer of any Proprietary Assets or other intangible assets; (h) any resignation or termination of employment of Key Employee any officer or key employee of the Company; and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (ij) any loans or guarantees made by the Company 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; (jk) any declaration, setting aside or payment or other distribution in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s 's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the assets, other than events affecting properties, financial condition, prospectus, operating results or business of the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse EffectCompany (as such business is presently conducted); or (nm) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.27.

Changes. Since December 31, 2017 the Balance Sheet Date there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employeeKey Employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nl) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.132.15.

Changes. Since December Except as disclosed on Schedule 2.9, since March 31, 2017 2001, there has not been: (a) any change in the assets, liabilities, condition (financial condition or operating results otherwise), affairs, earnings, business, operations or other prospects of the Company from that reflected in the Financial Statementsbalance sheet as at March 31, 2001, referred to in Section 2.8 above, except for changes in the ordinary course of business that business, which, individually or in the aggregate have not caused, in the aggregate, a Material Adverse Effectbeen materially adverse; (b) any borrowings or other material damagechange in the liabilities or obligations of the Company, destruction contingent or lossotherwise, whether due or not covered to become due, whether by insuranceway of guaranty, endorsement, indemnity, warranty, or otherwise, except current liabilities incurred in the ordinary course of business, none of which materially and adversely affects the business, prospects, condition, affairs, properties, or assets of the Company; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the properties, operation, or business of the Company; (d) any satisfaction waiver or discharge of any lien, claim, or encumbrance or payment of any obligation compromise by the Company, except in the ordinary course Company of business and the satisfaction a material valuable right held by it or discharge of which would not have a Material Adverse Effectmaterial debt owed to it; (e) any loans made by the Company to its employees, officers, or directors other than advances of expenses made in the ordinary course of business; (f) any declaration or payment of any dividend or other distribution of the assets of the Company to stockholders or any direct or indirect redemption, purchase, or acquisition of any securities of the Company other than repurchases of Common Stock from terminated employees, consultants, officers, and directors pursuant to written agreements; (g) any labor organization activity or organized labor trouble; (h) any other event or condition of any character which has materially and adversely affected the business, operations, properties, or assets of the Company; (i) any increase in compensation of any of its existing officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business, or any material change to a of such officers or employees employment agreements; (j) any resignation or termination of employment of any officer, director or key employee of the Company and the Company has not received any written notice of the impending resignation or termination of any such officer, director or key employee; (k) any material change in any material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee of the Company; (hl) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, Company with respect to any of its material properties or assets, except for liens that arise (i) incurred in the ordinary course of business or (ii) for taxes not yet due or payable; (m) any issuance of any capital stock, bonds or other corporate securities by the Company or options, warrants or rights or agreements or commitments to purchase or issue such securities or grant such options, warrants or rights; (n) any change in the accounting methods or practices followed by the Company; (o) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and do that is not materially impair material to the Company’s ownership business, properties, prospects or use financial condition of such property or assets; (i) any loans or guarantees made by the Company (as such business is presently conducted and as it is presently proposed 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effectconducted); or (np) any arrangement or commitment by the Company agreement to do or enter into any of the things described in this Subsection 2.13foregoing.

Changes. Since December 31the date of the Company Financial Statements, 2017 there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (ci) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effectmaterially and adversely affecting the business, properties, prospects, or financial condition of the Company or its Subsidiaries and Partnerships; (dii) any satisfaction waiver or discharge of any lien, claim, or encumbrance or payment of any obligation compromise by the Company, except in the ordinary course Company or its Subsidiaries of business and the satisfaction a valuable right or discharge of which would not have a Material Adverse Effectmaterial debt owed to it; (eiii) any material change to a material contract or agreement by which outside the Company or any of its assets is bound or subject; (f) any material change ordinary course in any compensation arrangement or agreement with any employee, officer, director or stockholderholder of capital stock of the Company or its Subsidiaries and Partnerships; (giv) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets by the Company or its or its Subsidiaries and Partnerships; (v) except as disclosed in the Public Disclosure Documents, any removal of any auditor or director or termination of any officer or other senior employee of the Company or its Subsidiaries and Partnerships; (vi) any extraordinary loss, whether or not covered by insurance, suffered by the Company or its Subsidiaries and Partnerships; (vii) except as disclosed in the Public Disclosure Documents, any material shortage or any material cessation or material interruption in the shipment of any inventory, supplies or equipment used by the Company or its Subsidiaries and Partnerships; (viii) any resignation or termination of employment of Key Employee any officer or key employee of the CompanyCompany or its Subsidiaries and Partnerships that has not been disclosed, to the extent required by applicable Canadian Securities Laws, in the Public Disclosure Documents, (and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee of the Company or its Subsidiaries and Partnerships); (hix) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the CompanyCompany or its Subsidiaries and Partnerships, with respect to any of its material properties or assets, except liens for taxes not yet due or payable, liens that arise in the ordinary course of business and do not materially impair the Company’s Company or its or its Subsidiaries and Partnerships ownership or use of such property or assets, or as disclosed in the Public Disclosure Documents; (ix) any loans or guarantees made by the Company or its Subsidiaries and Partnerships to or for the benefit of its employeesan employee, officers officer or directorsdirector, or any members member of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jxi) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (mxii) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nxiii) any material arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 9(1)(u).

Changes. Since December 31Except for the consummation of the bridge financing provided to the Predecessor by RSI-OSA Holdings, 2017 Inc. and JAH Realties, L.P., on February 10, 1999 (the "Bridge Financing") and the Interim Financing, since February 28, 1999, there has not been: (a) any change in the business, assets, properties, liabilities, condition (financial condition or otherwise) or operating results of the Company or any of the Subsidiaries from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Material Adverse Effectmaterially adverse; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that materially and adversely affecting the business, assets, properties, liabilities, prospects, condition (financial or otherwise) or operating results of the Company or any of the Subsidiaries; (c) any waiver (or partial waiver) or compromise by the Company or any of the Subsidiaries of a material right or of a material debt owed to it, other than waivers granted in the ordinary course of business which, individually and in the aggregate, would not have a Material Adverse Effect; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the CompanyCompany or any of the Subsidiaries, except in the ordinary course of business and that is not material to the satisfaction business, properties, prospects or discharge financial condition of which would not have the Company and the Subsidiaries taken as a Material Adverse Effectwhole; (e) any material change to a material contract contract, agreement or agreement arrangement of the Company or any of the Subsidiaries by which the Company or any of its the Subsidiaries or any of their assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director director, stockholder, member or stockholderconsultant; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company or any of the Subsidiaries; (h) any sale, assignment or transfer of any tangible assets of the Company or any of the Subsidiaries except for the sale of inventory in the ordinary course of business in amounts consistent with past practices; (i) any resignation or termination of employment of Key Employee any officer or key employee of the CompanyCompany or any of the Subsidiaries; and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee; (hj) any mortgage, pledge, transfer of a security interest in, in or lien, created by the Company, Company or any of the Subsidiaries with respect to any of its material their properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assetspayable; (i) any loans or guarantees made by the Company 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; (jk) any declaration, setting aside or payment or other distribution in with respect of to any of the Company’s capital stock, membership interests in the Company or any of the Subsidiaries or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock membership interests by the CompanyCompany or any of the Subsidiaries; (kl) any salereceipt by the Company or any of the Subsidiaries of notice that there has been a cancellation of an order for their services or a loss of a customer (or any building owner under contract) or any supplier or service provider of the Company or any of the Subsidiaries, assignment the cancellation or transfer loss of any Company Intellectual Property that could reasonably be expected to result in which would have a Material Adverse Effect; (lm) receipt any labor trouble at the Company or any of notice that there has been the Subsidiaries which could have a loss ofMaterial Adverse Effect; (n) any change in the line of business of the Company or any of the Subsidiaries; (o) any payment, loan or advance of any amount by the Company or any of the Subsidiaries to, or material order cancellation byany sale, transfer or lease of any properties or assets by the Company or any of the Subsidiaries, or any other agreement or arrangement entered into by the Company or any of the Subsidiaries with, any major customerof its officers, supplier directors, stockholders, members or other affiliates or any consultants, except (i) for normal business partner advances to employees consistent with past practice, (ii) pursuant to written agreements existing as of February 28, 1999 (all of which are listed in Section 3.6(o) of the Disclosure Schedule), and (iii) for payment of compensation to officers. (p) to the knowledge of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy character which has or the Company’s industry generally, that could be reasonably be expected to result in have a Material Adverse Effect; or (nq) any binding arrangement or commitment by the Company to do any of the things described in subsections (a) through (p) of this Subsection 2.13Section 3.6.

Changes. Since December 31the date of the Company 10-K, 2017 there has not beenand except as set forth in the Company 10-K or the Company 10-Qs, and except as otherwise disclosed in the Company Disclosure Letter or as permitted by this Agreement: (a) any there has been no material adverse change in the assetsbusiness, liabilities, assets or financial condition or operating results of the Company and its Subsidiaries, taken as a whole, except for any change resulting from that reflected or relating to (i) conditions or circumstances generally affecting the cotton and soybean planting seed industries which are not the result of acts or omissions of the Company, (ii) the sale of seed containing technology licensed by the Company from Buyer or any of Buyer's affiliates or (iii) any of the litigation matters or investigations specifically described in the Financial Statements, except changes Company Disclosure Letter (a "Material Adverse Change in the ordinary course of business that have not caused, in the aggregate, a Material Adverse EffectCompany"); (b) any material damagethere has been no direct or indirect redemption, destruction purchase or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (d) any satisfaction or discharge other acquisition of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee shares of the Company; (h) any mortgage, pledge, transfer of a security interest in's capital stock, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) any declaration, setting aside or payment of any dividend or other distribution by the Company in respect of any of the Company’s 's capital stock, or any direct or indirect redemption, purchaseissuance of any shares of capital stock of the Company, or other acquisition any granting to any person of any option to purchase or other right to acquire shares of such capital stock by of the Company or any stock split or other change in the Company's capitalization; (kc) neither the Company nor any sale, assignment Subsidiary has entered into or transfer agreed to enter into any new or amended contract with any labor unions representing employees of the Company or any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effectsubsidiary; (ld) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by neither the Company nor any Subsidiary has entered into or agreed to do enter into any new or amended contract with any of the things described in this Subsection 2.13officers thereof or otherwise increased the compensation payable to the officers or directors of any such entity; and (e) neither the Company nor any Subsidiary has (i) entered into or amended any bonus, incentive compensation, deferred compensation, profit sharing, retirement, pension, group insurance or other benefit plan except as required by law or regulations or (ii) made any contribution to any such plan except for contributions specifically required pursuant to the terms thereof.

Changes. Since December 31, 2017 date of incorporation of the Company there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial StatementsCompany, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee any officer of the Company; (hf) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Company 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; (jh) 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; (ki) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nj) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.14.

Changes. Since December 31, 2017 2013, there has not beenbeen to the Company’s knowledge: (a) any Any change in the assets, liabilities, financial condition condition, prospects or operating results operations of the Company from that reflected in the Financial Statements, except other than changes in the ordinary course of business that have not causedbusiness, none of which individually or in the aggregateaggregate has had or is reasonably expected to have a material adverse effect on such assets, a Material Adverse Effectliabilities, financial condition, prospects or operations of the Company; (b) Any resignation or termination of any material damageofficer, destruction key employee or loss, whether or not covered by insurancegroup of employees of the Company; (c) any Any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) Any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (d) any satisfaction materially and adversely affecting the properties, business or discharge prospects or financial condition of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to Any waiver by the Company of a valuable right or of a material contract or agreement by which the Company or any of its assets is bound or subjectdebt owed to it; (f) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of Key Employee of Any labor organization activity related to the Company; (h) any mortgageAny debt, pledgeobligation or liability incurred, transfer of a security interest in, assumed or lien, created guaranteed by the Company, with respect to any of its material properties or assets, except liens that arise those for immaterial amounts and for current liabilities incurred in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsbusiness; (i) any loans or guarantees made by the Company to or for the benefit of its employeesAny sale, officers or directorsassignment, or exclusive license or transfer of any members of their immediate familiespatents, trademarks, copyrights, trade secrets or other than travel advances and other advances made in the ordinary course of its businessintangible assets; (j) Any change in any declarationmaterial agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, setting aside assets, liabilities, financial condition, operations or payment or other distribution in respect prospects 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; (k) any sale, assignment Any other event or transfer condition of any Company Intellectual Property character that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there the Company’s knowledge, either individually or cumulatively, has been a loss ofmaterially and adversely affected the business, assets, liabilities, financial condition, prospects or material order cancellation by, any major customer, supplier or business partner operations of the Company; (ml) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any Any material arrangement or material commitment by the Company to do any of the things acts described in this Subsection 2.13subsection (a) through (k) above.

Changes. Since December Except as contemplated by this Agreement (including the Schedule of Exceptions hereto), since July 31, 2017 2014, there has not been: : (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not causednot, in the aggregate, had a Material Adverse Effect; ; (b) any material damagechange in the contingent obligations of the Company by way of guarantee, destruction endorsement, indemnity, warranty or loss, whether or not covered by insurance; otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, that would have that, individually or in the aggregate, has resulted in a Material Adverse Effect; ; (d) any waiver by the Company of a material right or of a material debt owed to it; (e) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the satisfaction assets, properties, condition, operating results or discharge business of which would not have a Material Adverse Effect; the Company (eas such business is presently conducted and as it is proposed to be conducted); (f) any material change or amendment to a material contract or agreement arrangement by which the Company or any of its assets or properties is bound or subject; ; (fg) any material change in any compensation arrangement or agreement with any employee, officerofficer or manager of the Company; (h) any sale, director assignment, license or stockholder; transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (gother than (i) the sale or license of the Company’s products and services in the ordinary course of business, (ii) acquisition of Off-the-Shelf Software or Public Software, (iii) disclosure or receipt of confidential information pursuant to non-disclosure agreements in substantially the forms provided to the Investors and entered into in the ordinary course of business, or (iv) assignments to the Company pursuant to agreements with employees, consultants and contractors entered into in the ordinary course of business); (i) any resignation or termination of employment of Key Employee any officer or key employee of the Company; ; (hj) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do for taxes not materially impair the Company’s ownership yet due or use of such property or assets; payable; (ik) any loans or guarantees made by the Company to or for the benefit of its employees, officers officers, managers or directorsmembers holding more than ten percent (10%) of the voting interests of the Company, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; ; (jl) any debt, obligation or liability incurred, assumed or guaranteed by the Company except for those incurred in the ordinary course of the Company’s business (but not in excess of $50,000 in the aggregate) and in amounts which would not, individually, reasonably be expected to have a Material Adverse Effect; (m) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stockmembership units, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock membership units by the Company; Company other than the repurchase of membership units from employees, officers, managers or consultants pursuant to agreements approved by the Board of Managers of the Company under which the Company has the option to repurchase such shares at cost upon the occurrence of certain events, such as termination of employment or consultancy; (kn) any salefailure to conduct business in the ordinary course, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of consistent with the Company; ’s past practices; (mo) to the best of the Company’s knowledge, any other event or condition of any charactercharacter that could, other than events affecting individually or in the economy or the Company’s industry generallyaggregate, that could reasonably be expected to result in have a Material Adverse Effect; or or (np) any arrangement agreement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.6.

Changes. Since December 31the Balance Sheet Date, 2017 except as contemplated by, or disclosed in, the Transaction Agreements, there has not been: (a) any material change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction material waiver or loss, whether compromise by the Company of a valuable right or not covered by insurance, that would have of a Material Adverse Effectmaterial debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any material sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse EffectProperty; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) any change to the Company’s regular and usual business operations and practices; (n) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (no) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.15.

Changes. Since December 31the date of the Company’s most recent Financial Statements, 2017 to the Company’s knowledge there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, loss of property that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (hg) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (ih) any loans or guarantees made by the Company 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; (ji) 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; (kj) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (lk) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (ml) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (nm) any arrangement or commitment by the Company to do any of the things described in this Subsection Section 2.13.

Changes. Since December 31September 30, 2017 2013, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee any officer or key employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 3.21.

Changes. Since December 31, 2017 there has not been: (a) any change in the assets2001, liabilitiesexcept as set forth on Schedule 2.13, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes has operated its business in the ordinary course of business that have and, to the knowledge of the Company, there has not causedbeen, in or the aggregate, a Company has not (as the case may be): (a) any Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that which would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed it; (d) sold, encumbered, assigned or transferred any satisfaction material assets or discharge properties of any lien, claim, or encumbrance or payment of any obligation by the Company, other than in the ordinary course of business; (e) incurred any liability, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than (i) in the ordinary course of business or (ii) liabilities that are not, individually or in the aggregate, material to the business, operations, condition (financial or otherwise), assets, results of operations or prospects of the Company; (f) created, incurred, assumed or guaranteed any indebtedness or subjected any of its assets to any lien or encumbrance, except for indebtedness, liens or encumbrances that are not, individually or in the aggregate, material to the business, operations, condition (financial or otherwise), assets, results of operations or prospects of the Company; (g) declared, set aside or paid any dividends or made any other distributions in cash or property on the Company’s capital stock; (h) directly or indirectly redeemed, purchased or otherwise acquired any shares of capital stock of the Company; (i) suffered any resignation or termination of employment of any key officers or employees; (j) except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, materially increased the compensation payable or lien, created to become payable by the Company, with respect Company to any of its material properties officers, employees or assetsdirectors or materially increased any bonus, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership insurance, pension or use of such property other employee benefit plan, payment or assets; (i) any loans or guarantees arrangement made by the Company to for or for the benefit of its employeeswith any such officers, officers employees or directors; (k) made any direct or indirect loan to any stockholder, employee, officer or any members director of their immediate familiesthe Company, 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 Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been changed any agreement to which the Company is a loss of, or material order cancellation by, any major customer, supplier or business partner of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in party which would have a Material Adverse Effect; or (nm) entered into any arrangement agreement or commitment by the Company to do any of the things described in this Subsection Section 2.13.

Changes. Since the fiscal year ended December 31, 2017 2021 there has not beennotbeen: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (b) any material damage, destruction or loss, whether or not covered by insurance; (c) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company 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; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company 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; (j) 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; (k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.15.

Changes. Since December January 31, 2017 2024, there has not beenoccurred any Material Adverse Effect. From such date, the Company and its Affiliates have conducted their business only in the ordinary course of business consistent with past practices, and the Company and its Affiliates have not had: (a) any change in failure to preserve intact the assetsCompany’s present business organization and to keep available the services of its officers, liabilitiesmanagerial personnel and Key Employees or Contingent Workers and preserve its relationships with customers, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of suppliers and others having business that have not caused, in the aggregate, a Material Adverse Effectdealings with it; (b) any material damagefailure to maintain its assets in their current condition, destruction or loss, whether or not covered by insuranceexcept for ordinary wear and tear; (c) any damage, destruction waiver or loss, whether compromise by the Company of a valuable right or not covered by insurance, that would have of a Material Adverse Effectdebt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effectbusiness; (e) any material change to a material contract Contract or agreement by which the Company or any of its assets is bound or subject; (f) any material change in entering into, renewing, renegotiating, modifying the terms of or terminating any compensation arrangement employment agreement, consulting or other independent contractor agreement, worker agreement, outsourcing agreement, severance agreement, transaction bonus agreement, collective bargaining agreement, or any other agreement with a union, or other Contract entered into with or on behalf of any employeedirector, officer, director Employee or stockholderContingent Worker, or group of Employees or Contingent Workers; (g) implementing any salary or wage reductions, furloughs, reductions in hours, group terminations, layoffs, or other measures affecting Employees of the Company or its Affiliates or Contingent Workers; (h) any resignation or termination of employment of any Key Employee of the CompanyCompany or its Affiliates; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsfor Permitted Liens; (ij) any loans or guarantees made by the Company or its Affiliates to or for the benefit of its employees, officers Employees or directorsContingent Workers, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its businessbusiness consistent with past practices; (jk) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stocksecurities, or any direct or indirect redemption, purchase, or other acquisition of any of such stock securities by the Company; (kl) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse EffectProperty; (lm) receipt of notice that there has been a loss of, or material order cancellation by, any major customer, supplier or business partner of the CompanyMajor Customer; (mn) any change in the Tax reporting or Tax accounting policies or practices used by it; made, changed, or revoked any Tax election, amended any Tax Return, settled or compromised any Tax claim or assessment; surrendered or abandoned any right to claim a refund of Taxes or consented to extend or waive the statute of limitations applicable to any Tax claim or assessment; (o) any change of the accounting principles, practices or procedures used by it; (p) any change of its practices and procedures with respect to the Company’s knowledge, collection of accounts receivable or offered to discount the amount of any account receivable or extended any other event incentive (whether to the account debtor or condition any Employee or any Contingent Workers or third party responsible for the collection of receivables) with respect thereto (q) any amendment to the vesting terms to effectuate acceleration of vesting of any character, other than events affecting Equity Interests issued under the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse EffectEquity Incentive Plan; or (nr) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.13Section 2.12.