Common use of No Changes Clause in Contracts

No Changes. Since the date of the most recent Verified Balance Sheet of Seller, Seller has conducted the Business only in the Ordinary Course of Business. Without limiting the generality of the foregoing, since the date of the most recent Verified Balance Sheet of Seller, there has not been: (a) except as reflected in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worth, or business of Seller, nor, to the Knowledge of Seller, has any such change been threatened; (b) any damage, destruction, or loss (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any sale, assignment, sublease, termination, or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15; (d) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (e) (i) any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (A) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.20; (f) any making or authorization of any capital expenditures; (g) any sale, transfer, license, or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 in the aggregate except in the Ordinary Course of Business; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer or supplier; (i) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance Sheet; (j) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value of any assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downs; (k) any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (l) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (m) any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Return.

No Changes. Since the date of the most recent Verified Balance Sheet of SellerDecember 31, 1996, Seller has and Shareholders have conducted the Business business of Seller only in the Ordinary Course of Businessordinary course. Without limiting the generality of the foregoingforegoing sentence, since the date of the most recent Verified Balance Sheet of SellerDecember 31, there has not been1996, except as set forth on Schedule 5.7 hereto: (ai) except as reflected Seller has not conducted any transaction, entered into any contract, commitment or agreement, or incurred any debt or obligation, outside the ordinary course of business or in the Financial Statements, any material adverse a manner which is not consistent with Seller's past practice; (ii) There has been no change in the financial condition, results of operations, business, assets, liabilities, net worthearning power or prospects of the Seller in the conduct of its Davco Apparel Business, except changes in the ordinary course of business as set forth on the Estimated Net Transferred Assets Schedule, none of which, individually or business of Seller, nor, to in the Knowledge of Selleraggregate, has any such change been threatenedor could be materially adverse to Seller or the Davco Apparel Business or the Purchased Assets being transferred to Purchaser; (biii) there has been no adverse change or any threat of any adverse change in the relations of the Seller with, or any loss or threat of loss of, any vendors, suppliers, contractors, customers, licensors, licensees or employees of Seller; (iv) there has been no sale, transfer or disposition of any assets of Seller except for sales of inventory in the ordinary course of business, and there has been no purchase of any assets whatsoever other than purchases of inventory and supplies in the ordinary course of business; (v) except for borrowing under existing credit agreements set forth on Schedule 1.22 hereto in the ordinary course of business and borrowings under the Shareholder Loans referred to in Section 13 below (which would not increase the aggregate amount of such Shareholder Loans above the maximum of $785,417), Seller has not incurred any indebtedness for borrowed money; (vi) there has been no transfer, lapse, termination or other disposition of any Intellectual Property or Trademark License; and (vii) there has been no damage, destructiondestruction or loss, affecting the assets, properties, business or loss (condition of the Seller, whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any sale, assignment, sublease, termination, or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15; (d) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (e) (i) any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (A) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.20; (f) any making or authorization of any capital expenditures; (g) any sale, transfer, license, or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 in the aggregate except in the Ordinary Course of Business; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer or supplier; (i) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance Sheet; (j) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value of any assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downs; (k) any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (l) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (m) any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Return.

No Changes. Since the date Except as set forth in Section 4.9 of the most recent Verified Balance Sheet of SellerSAL ▇▇sclosure Schedule, Seller has since the Interim Date, SAL ▇▇s conducted the Business its business only in the Ordinary Course of Businessordinary course. Without limiting the generality of the foregoingforegoing sentence, except as set forth in Section 4.9 of the SAL ▇▇sclosure Schedule, since the date of the most recent Verified Balance Sheet of Seller, Interim Date there has not been: (a) except as reflected in any event, incident, action, failure to act, transaction or change, other than changes that would not cause the Financial StatementsClosing Date Working Capital to be less than Seventy Five Thousand Dollars ($75,000), any material adverse change in which has had or could reasonably be expected to have a Material Adverse Effect on the financial condition, assets, liabilities, net worth, worth or business of Seller, nor, to the Knowledge of Seller, has any such change been threatenedSAL; (b) any damage, destructiondestruction or loss, or loss (whether or not covered by insurance, materially and adversely affecting the properties in the aggregate or business of SAL, ▇r any deterioration (other than in the ordinary course of business) in the operating condition of a material portion of the Purchased AssetsSAL's assets; (c) any sale, assignment, sublease, termination, or modification Encumbrance of any Contract kind on any of SAL's assets, tangible or intangible not disclosed in Section 4.11 of the type required by Section 5.15 above to be listed on Schedule 5.15SAL ▇▇sclosure Schedule; (d) any mortgagestrike, pledgewalkout, labor trouble or subjection to Encumbrance any other new or continued event, development or condition of any kind of any of the Purchased Assetssimilar character at SAL; (e) any declaration, setting aside or payment of a dividend or other distribution in respect of any of the stock of SAL, ▇r any direct or indirect redemption, purchase or other acquisition of any stock of SAL ▇▇ any rights to purchase such stock or securities convertible into or exchangeable for such stock; (if) any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan to, any officer, director, employee, agent or Stockholder of SAL, ▇r any increase in, or any addition to, other benefits (including without limitation any bonus, profit-profit sharing, pension or other Benefit Plan) (Aplan) to which any of Seller’s officers SAL's officers, directors, employees, agents or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 Stockholders may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-profit sharing, bonus or similar plan except payments in the Ordinary Course ordinary course of Business business and consistent with past practice made pursuant to the Benefit Plans employee benefit plans described in Section 4.17(a) of the SAL ▇▇sclosure Schedule, or any other payment of any kind to or on Schedule 5.20behalf of any such officer, director, employee, agent or Stockholder other than payment of base compensation and reimbursement or advance for reasonable business expenses in the ordinary course of business; (fg) any making or authorization of any capital expendituresexpenditures in excess of $10,000; (gh) any cancellation or waiver of any right material to the operation of SAL's business; (i) any acceleration, termination, modification, cancellation or waiver of any agreement, contract, lease, license, instrument, indebtedness, claim or other arrangement material to the operation of SAL's business; (j) other than in connection with payments received or to be received pursuant to the terms of that certain Subcontract Agreement 00-12-SAL-▇▇ between JMAR Research, Inc. and SAL, ▇nc., dated December 18, 2000, as amended, any material delay or postponement of the payment of accounts payable or other Liability, obligation or expense, nor has it accelerated or advanced the collection of receivables or the selling of accounts; (k) any sale, lease, transfer, license, assignment or other disposition of any assets of Seller (tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 in SAL ▇▇tside of the aggregate except in the Ordinary Course ordinary course of Businessbusiness; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer or supplier; (il) any payment, discharge or satisfaction of any liability or obligation (whether accruedLiability by SAL, absolute, contingent or otherwise) by Seller, other ▇ther than the payment, discharge or satisfaction, in the Ordinary Course ordinary course of Businessbusiness, of liabilities or obligations either (i) Liabilities shown or reflected on the most recent Verified Balance Sheet of Seller, Interim Financial Statements or (ii) incurred in the Ordinary Course ordinary course of Business since business after the date of such Verified Balance SheetInterim Date and other than pursuant to the Modification Agreement, Amendment Number 2 and the DI Modification Agreement; (jm) any material adverse change or, to the Knowledge of SAL, ▇ny threat of any material adverse change in SAL's relations with, or any loss or, to the Knowledge of SAL, ▇hreat of loss of, any of SAL's customers, clients or suppliers, licensees and licensors; (n) any grant of any license or sublicense of any rights under or with respect to any of SAL's Intellectual Property; (o) any write-offs as uncollectible uncollectable of any material notes or accounts receivable of Seller or SAL ▇▇ write-downs of the value of any material assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downsSAL; (kp) any change by Seller in SAL ▇▇ any method of accounting or keeping its books of account account, accounting practices, investment practices, or accounting claims, payment and processing practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methodspolicies; (lq) any payment creation, incurrence, assumption or distribution guarantee by SAL ▇▇ any Liabilities, except in the ordinary course of business, or any kind creation, incurrence, assumption or guarantee by SAL ▇▇ any indebtedness for money borrowed (however describedother than renewals on comparable terms of Liabilities reflected on the Interim Financial Statements); (r) any payment, loan or advance of any amount to or in respect of, or the any sale, transfer, transfer or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, arrangement or transaction with, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at SAL ▇▇ rates not exceeding the rates of compensation disclosed on in Section 4.9 of the SAL ▇▇sclosure Schedule 5.19; and or as permitted in clause (iif) reimbursement for reasonable business expenses in the Ordinary Course of Business; orthis Section 4.9; (ms) any electiondisposition of or failure to keep in effect any rights in, revocation, to or amendment for the use of any Tax electionpatent, any settlement trademark, service mar▇, ▇rade name or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxescopyright, or any amendment disclosure to any Person not an employee or Related Party (other than disclosures to SAL, ▇MAR or those made in the ordinary course of business pursuant to an effective confidentiality agreement or to attorneys, accountants and others with confidentiality obligations to SAL) ▇r other disposal of any Tax Returntrade secret, process or know-how used by SAL ▇▇ its business; (t) any transaction, agreement or event outside the ordinary course of SAL's business, except as expressly contemplated by this Agreement; (u) any amendment to the charter, bylaws or other organizational documents of SAL; ▇r (v) any failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on the Interim Date.

No Changes. Since the date of the most recent Verified Balance Sheet of SellerDecember 31, 1996, Seller has and Shareholders have conducted the Business business of Seller only in the Ordinary Course of Businessordinary course. Without limiting the generality of the foregoingforegoing sentence, since the date of the most recent Verified Balance Sheet of SellerDecember 31, there has not been1996, except as set forth on Schedule 5.7 hereto: (ai) except as reflected Seller has not conducted any transaction, entered into any contract, commitment or agreement, or incurred any debt or obligation, outside the ordinary course of business or in the Financial Statements, any material adverse a manner which is not consistent with Seller's past practice; (ii) There has been no change in the financial condition, results of operations, business, assets, liabilities, net worthearning power or prospects of the Seller in the conduct of its Davco Apparel Business, except changes in the ordinary course of business as set forth on the Estimated Net Transferred Assets Schedule, none of which, individually or business of Seller, nor, to in the Knowledge of Selleraggregate, has any such change been threatenedor could be materially adverse to Seller or the Davco Apparel Business or the Purchased Assets being transferred to Purchaser; (biii) there has been no adverse change or any threat of any adverse change in the relations of the Seller with, or any loss or threat of loss of, any vendors, suppliers, contractors, customers, licensors, licensees or employees of Seller; (iv) there has been no sale, transfer or disposition of any assets of Seller except for sales of inventory in the ordinary course of business, and there has been no purchase of any assets whatsoever other than purchases of inventory and supplies in the ordinary course of business; (v) except for borrowing under existing credit agreements set forth on Schedule 1.22 hereto in the ordinary course of business and borrowings under the Shareholder Loans referred to in Section 13 below(which would not increase the aggregate amount of such Shareholder Loans above the maximum of $785,417), Seller has not incurred any indebtedness for borrowed money; (vi) there has been no transfer, lapse, termination or other disposition of any Intellectual Property or Trademark License; and (vii) there has been no damage, destructiondestruction or loss, affecting the assets, properties, business or loss (condition of the Seller, whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any sale, assignment, sublease, termination, or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15; (d) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (e) (i) any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (A) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.20; (f) any making or authorization of any capital expenditures; (g) any sale, transfer, license, or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 in the aggregate except in the Ordinary Course of Business; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer or supplier; (i) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance Sheet; (j) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value of any assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downs; (k) any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (l) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (m) any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Return.

No Changes. Since From the Determination Date to the date hereof, except as disclosed in Section 4.11 of the most recent Verified Balance Sheet of SellerDisclosure Schedule, Seller has the Polaroid Entities have conducted the Business only in the Ordinary Course of Business. Without limiting the generality of the foregoing, since the date Determination Date, except as disclosed in Section 4.11 of the most recent Verified Balance Sheet of SellerDisclosure Schedule, there has not been: (a) except as reflected in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worth, or business of Seller, nor, to the Knowledge of Seller, has any such change been threatenedMaterial Adverse Effect; (b) any damage, destruction, or loss (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any sale, assignment, sublease, termination, or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15; (d) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (e) (i) any increase in the salaries or other compensation payable or to become payable toto any Employee whose aggregate annual compensation prior to the Determination Date was in excess of $100,000 (or the foreign currency equivalent thereof) or any general increase in the salaries or other compensation payable or to become payable to Employees outside the Ordinary Course of Business, or any advance (excluding advances for ordinary business expenses) or loan to, any Employee or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (Aplan) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 the Employees may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans benefit plans described in Section 4.11(b) of the Disclosure Schedule, or any other payment of any kind to or on Schedule 5.20behalf of any Employee other than payment of base compensation and reimbursement for reasonable expenses in the Ordinary Course of Business; (c) any damage, destruction or loss affecting the Business in excess of $500,000, whether or not covered by insurance; (d) any cancellation or waiver of any right material to the Business or any cancellation or waiver of any material debts or claims of the Business; (e) any change by any Polaroid Entity in its method of accounting or keeping its books of account or accounting practices; (f) any making disposition of or authorization failure to keep in effect any rights in, to or for the use of any capital expendituresof the Intellectual Property (other than with respect to Trade Secrets) relating to the Business, or, to the Sellers' Knowledge, any disposition of or failure to keep in effect any rights in, to or for the use of any Trade Secrets relating to the Business; (g) any sale, transfer, license, transfer or other disposition of any assets material assets, properties or rights of Seller tangible or intangiblethe Business, (in one or more transactions) with a net book value in excess except sales of $10,000 in the aggregate except Inventory in the Ordinary Course of Business; (h) terminationany mortgage, norpledge or subjection to an Encumbrance of any kind (other than Permitted Encumbrances) of any assets, to the Knowledge of Seller, any threatened terminationtangible or intangible, of any material Contract with any customer or supplierthe Business; (i) any payment, discharge making or satisfaction authorization of any liability single capital expenditure in excess of $500,000, or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, capital expenditures in excess of $5,000,000 in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance Sheet;aggregate; or (j) any write-offs as uncollectible material change or modification of any notes or accounts receivable of Seller or write-downs of the value of any assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs Polaroid Entity's credit, collection and write-downs; (k) any change by Seller in any method of accounting or keeping its books of account or accounting payment policies, procedures and general practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (l) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (m) any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment Accounts Receivable and the payment of any Tax ReturnAccounts Payable.

No Changes. Since the date of the most recent Verified Interim Balance Sheet of SellerDate, Seller has conducted the Business only in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and there has not occurred a Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the most recent Verified Interim Balance Sheet of SellerDate, except as disclosed in Schedule 2.5 hereto, there has not beenbeen with respect to the Business: (a) except as reflected in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worth, or business of Seller, nor, to the Knowledge of Seller, has any such change been threatened; (b) any damage, destruction, or loss (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any sale, assignment, sublease, termination, or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15; (d) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (e) (i) any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan (other than loans to Employees in the ordinary course of business consistent with Seller’s past practice and which do not exceed in principal amount KRW 80 million individually or KRW 500 million in the aggregate) to, any increase inEmployee (other than normal merit increases made in the ordinary course of business and consistent with past practice), or any change or addition to, or modification of, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (APlans) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 the Employees may be entitled, or (B) any payments to which any Benefit Plan except payments in the ordinary course of business and consistent with past practice, or any other employee may be entitled unless such increase was given payment of any kind to or on behalf of any Employee other than payment pursuant to any Benefit Plan, of base compensation, pursuant to the quarterly management performance bonus plan described in Schedule 2.5(a) and reimbursement for reasonable expenses, in each case in the Ordinary Course ordinary course of business consistent with past practice; (b) any discharge or satisfaction of any material Liens in favor of the Business; (c) any change or, to Seller’s Knowledge, any threat of any change in any of their relations with, or any loss or, to Seller’s Knowledge, threat of loss of any of the suppliers, clients, customers or employees of the Business which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (d) any disposition of or failure to keep in effect any rights in, to or for the use of any Permit of the Business, which disposition or failure could (with notice, the passage of time or both) reasonably be expected to materially impair the conduct of the Business as currently conducted; (e) any (i) material modification or material amendment or the termination or entering into of any new Acquired Contract which would be required to be disclosed under Section 2.6, (ii) any cancellation or material modification or waiver of any debts or claims held by Seller (including any such debts or claims of any Subsidiary of Seller) with a value in excess of KRW 500,000,000 individually or in the aggregate, in each case in respect of an Acquired Contract or Acquired Asset, or otherwise related to the Business, or (iiiii) any payments to waiver of any pensionother material rights of Seller, retirementin each case in respect of an Acquired Contract or other Acquired Asset, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant otherwise related to the Benefit Plans described on Schedule 5.20Business and that, in each case of the above (i) through (iii), could reasonably be expected to materially impair the conduct of the Business as currently conducted (it being understood that the matters covered in paragraphs (b), (d) and (h) shall be governed by those paragraphs, respectively, and not this paragraph (e)); (f) any making damage, destruction or authorization loss by casualty affecting the Business in excess of any capital expendituresKRW 2,000,000,000 in the aggregate, whether or not covered by insurance; (g) any salematerial change by Seller in its accounting policies, transferpractices or methodologies or in its method of keeping its books of account relating to the Business, license, the Acquired Assets or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 in the aggregate except in the Ordinary Course of BusinessAssumed Liabilities; (h) termination, norany disposition of or failure to keep in effect any rights in, to or for the Knowledge of Seller, any threatened termination, use of any of the material Contract Intellectual Property used or related to the Business other than the expiration of any Intellectual Property in accordance with any customer or supplierits terms; (i) any paymentsale, discharge exchange, transfer or satisfaction other disposition of any liability assets, properties or obligation (whether accruedrights of the Business, absoluteincluding the Acquired Assets, contingent for consideration or otherwise) by Seller, other than the payment, discharge having a book value in excess of KRW 500,000,000 with respect to any individual transaction or satisfaction, KRW 1,000,000,000 in the Ordinary Course aggregate except sales of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred inventory in the Ordinary Course ordinary course of Business since the date of such Verified Balance Sheetbusiness consistent with past practice; (j) any write-offs as uncollectible of any notes commitments or accounts receivable of Seller agreements for capital expenditures relating to the Business not reflected in Schedule 4.3 or write-downs of the value of any assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 Schedule 4.13 and exceeding in the aggregate for all such write-offs and write-downsKRW 500,000,000; (k) any change by Seller in material mortgage, pledge or subjection to Liens of any method kind (other than Permitted Liens) of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methodsany Acquired Assets; (l) any payment agreement by Seller or distribution any Subsidiaries of Seller to compensate any kind (however described), loan Employee in any manner upon or advance of any amount to or in with respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation to the officers and employees consummation of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; orTransaction; (m) any electionmaterial change or modification to the Business’s credit, revocationcollection or payment policies, procedures or practices, including material acceleration of collections or receivables (whether or not past due), material acceleration of payment of payables or other liabilities or material failure to pay or delay in payment of payables or other liabilities; (n) any license or sublicense of any rights under or with respect to any of the Intellectual Property that constitutes Acquired Assets, or amendment other Intellectual Property to the extent such license or sublicense would have violated Section 6.4 if entered into or granted after the Closing or any agreement by Seller or any Subsidiary of Seller containing a covenant not to ▇▇▇ in connection with any Intellectual Property that constitutes Acquired Assets; (o) any material Tax election (or revocation of a Tax election), except in a manner consistent with past practice and where such change in Tax election could not reasonably be expected affect the Acquired Assets or the Business after Closing, any material change in any method of accounting for Tax purposes, or any settlement or compromise of any claim or assessment material Tax liability with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax ReturnAuthority or agreement to an extension of a statute of limitations; or (p) any agreement to take any action described in this Section 2.5.

No Changes. Since the date of the most recent Verified Balance Sheet of SellerDecember 31, Seller 2003, Target has conducted the Business its business only in the Ordinary Course ordinary course of Businessbusiness. Without limiting the generality of the foregoingforegoing sentence, since the date of the most recent Verified Balance Sheet of SellerDecember 31, 2003 there has not been: (a) except as reflected in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worth, earning power or business of SellerTarget, norexcept for changes reflected in the Financial Statements or incurred in the ordinary course of business consistent with past practice, to none of which, individually or in the Knowledge of Selleraggregate, has any such change been threatenedhad or would reasonably be expected to have a Material Adverse Effect on Target, except as disclosed in Schedule 2.13(a) of the Sellers’ Disclosure Schedule; (b) any casualty, damage, destructiondestruction or loss, or loss (whether or not covered by insurance) , materially and adversely affecting the properties, business or prospects of Target, or any deterioration in the operating condition of a material portion of the Purchased Target Assets, or any accidents in which any employees or other persons have been killed or seriously injured; (c) any sale, assignment, sublease, termination, or modification of Lien placed on any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15Target Assets, other than Permitted Liens; (d) any mortgagedeclaration, pledge, setting aside or subjection to Encumbrance payment of any kind a dividend or other distribution in respect of any of the Purchased AssetsShares or any direct or indirect redemption, purchase or other acquisition of any of the Shares, except as disclosed in Schedule 2.13(d) of the Sellers’ Disclosure Schedule or as reflected in the Financial Statements; (e) (i) any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan to any officer, director or employee of Target (except normal merit increases made in the ordinary course of business and consistent with past practice), other than to any Seller, or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (Aplan) to which either Seller or any of Seller’s officers officers, directors or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 Target may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course ordinary course of Business business and consistent with past practice made pursuant to the Benefit Plans described on Schedule 5.202.29 of the Sellers’ Disclosure Schedule or any other payment of any kind to or on behalf of either Seller or any such officer, director or employee (other than payment of base compensation and reimbursement for reasonable business expenses in the ordinary course of business consistent with past practice); (f) any making or authorization of any capital expendituresexpenditures in excess of Five Thousand Dollars ($5,000) for any individual item or Twenty Five Thousand Dollars ($25,000) in the aggregate; (g) any cancellation or waiver of any material right of Target or any cancellation or waiver of any material debts or Claims of Target or any cancellation or waiver of any debts or Claims of Target against any Related Party; (h) any sale, transfer, license, lease or other disposition of any assets of Seller tangible or intangiblematerial Target Asset, (in one or more transactions) with a net book value in excess of $10,000 except for inventory in the aggregate except in the Ordinary Course ordinary course of Business; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer or supplierbusiness; (i) any termination or amendment to or suspension or termination of, or receipt by Target or either Seller of any notice of material breach or default of, any lease, contract or other agreement to which Target is a party or from which Target, directly or indirectly, derives rights, except as disclosed on Schedule 2.13(i) of the Sellers’ Disclosure Schedule; (j) any payment, discharge or satisfaction of any material liability or obligation (whether accrued, absolute, contingent or otherwise) by SellerTarget, other than the payment, discharge or satisfaction, in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, Financial Statements or (ii) incurred in the Ordinary Course ordinary course of Business business since the date of such Verified Balance SheetDecember 31, 2003; (jk) any adverse change or any threat of any adverse change in Target’s relations with, or any loss or threat of loss of, suppliers or customers which, individually or in the aggregate, had or would reasonably be expected to have a Material Adverse Effect on Target; (l) any write-offs as uncollectible of any notes or material amount of accounts receivable of Seller Target or write-downs of the value of any assets or inventory by Seller Target, other than the write-off of any notes immaterial amounts or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downsordinary course of business consistent with past practice; (km) any change by Seller Target in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methodspractices; (ln) any payment creation, incurrence, assumption or distribution guarantee by Target of any kind material obligation or liability (however describedwhether absolute, accrued, contingent or otherwise and whether due or to become due), except in the ordinary course of business consistent with past practice, or any creation, incurrence, assumption or guarantee by Target of any indebtedness for money borrowed; (o) any payment, loan or advance of any amount to or in respect of, or the sale, transfer, transfer or lease of any properties or assets material Target Asset (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, arrangement or transaction with, any Seller Related Party except Party; (p) any disposition of (or failure to keep in effect any rights in, to or for the use of) any patent, trademark, service m▇▇▇, trade name or copyright, or other disposal of any trade secret, process or know-how; (iq) compensation to any other material transaction, agreement or event outside the officers and employees ordinary course of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable Target’s business expenses in the Ordinary Course of Businessor inconsistent with past practice; or (mr) any election, revocation, agreement or amendment commitment to take or do any of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Returnactions described in subsections (a) through (q) above.

No Changes. Since the date Except as contemplated by this Agreement or as set forth in Section 4.6 of the most recent Verified Disclosure Schedules, since the Most Recent Balance Sheet of SellerDate, Seller has conducted the Business only in the Ordinary Course of Business. Without limiting the generality of the foregoingordinary course consistent with past practice, since the date of the most recent Verified Balance Sheet of Seller, and there has not beenbeen with respect to the Business any: (a) except as reflected 4.6.1 event or occurrence which, individually or in the Financial Statementsaggregate, any material adverse change in the financial condition, assets, liabilities, net worthhas had, or business of Seller, nor, could reasonably be expected to the Knowledge of Seller, has any such change been threatenedhave a Material Adverse Effect; (b) 4.6.2 cancellation of any damagedebts or claims or amendment, destruction, termination or loss (whether or not covered by insurance) in the operating condition waiver of a material portion of the any rights constituting Purchased Assets; (c) any sale4.6.3 transfer, assignment, subleaseexpiration or lapse, terminationother disposition or grant of any license or sublicense of any material rights under or with respect to any Business Intellectual Property; 4.6.4 material damage, destruction or loss, or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15; (d) any mortgagematerial interruption in use, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; 4.6.5 termination, cancellation or modification in any material respect in a manner adverse to the Business of any Material Contract (eor any Contract that would be a Material Contract if in effect as of the date hereof); 4.6.6 entry into a Contract that would constitute a Material Contract other than in the ordinary course of business for Contracts are not expected to reasonably result in the payment or the receipt of at least $500,000, in the aggregate, during any twelve month period; 4.6.7 (A) (i) any increase in the salaries compensation or other compensation benefits payable or provided by Seller or its subsidiary or Affiliate to become payable toany Business Employee, except in the ordinary course of business and consistent with past business practices or any advance (excluding advances for ordinary business expenses) as required by applicable Laws or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Employee Benefit Plan) (A) to which any Plan as of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess the date of $10,000 may be entitled, or this Agreement; (B) entry into any employment, consulting, retention, change-of-control, severance or other similar agreement or arrangement with any Business Employees (other than the entry into an at-will offer letter or similar agreement in connection with the replacement of a Business Employee permitted by subsection (D) of this Section 4.6.7); (C) termination of the employment of any Business Employee whose annual base salary is $100,000 or more (except for cause or as otherwise required by applicable Law); (D) hire of any person, or transfer or change of duties of any employee, in either case, so as to which become a Business Employee (except as required by applicable Law or in replacement of a Business Employee whose employment with Seller has been terminated); or (E) entry into any other employee may be entitled unless such increase was given collective bargaining agreement; 4.6.8 material change in any method of accounting or accounting practice for the Ordinary Course of Business, including practices and procedures with respect to collection of receivables (including, for the avoidance of doubt, the acceleration thereof), establishment of reserves for uncollectible accounts, accrual of receivables, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, in each case, other than as required by GAAP or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.20applicable Law; (f) any making or authorization of any capital expenditures; (g) any 4.6.9 sale, transfer, license, lease or other disposition of any assets of Seller tangible the Business shown or intangiblereflected in the Most Recent Balance Sheet, (other than sales of inventory in one the ordinary course of business consistent with past practice; 4.6.10 purchase, lease or more transactions) other acquisition of the right to own, use or lease any property, rights or assets in connection with a net book value the Business for an amount in excess of $10,000 200,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate except (in the Ordinary Course case of Businessa lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (h) termination, nor, 4.6.11 capital expenditures or commitments for any capital expenditures relating to the Knowledge Business other than in the ordinary course of Seller, any threatened termination, of any material Contract business consistent with any customer past practice or supplierotherwise in an aggregate amount for all such capital expenditures made pursuant to this clause not to exceed $500,000 in the aggregate; (i) 4.6.12 any paymentnew mortgage, discharge pledge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance Sheet; (j) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value Encumbrance of any assets by Seller or rights included in the Purchased Assets, except for Permitted Encumbrances arising in the ordinary course of business; 4.6.13 failure to pay any Top Vendor any material amount owed to Top Vendor when due other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of accounts payable less than $10,000 in the aggregate for all such write-offs and write-downssixty (60) days past due; (k) 4.6.14 instituted or settled any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (l) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (m) any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations Action with respect to the collection Business or assessment the Purchased Assets; 4.6.15 any adoption of a plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consent to the filing of any Taxesbankruptcy petition against Seller under any similar Law; 4.6.16 (a) implementation or announcement of any plant closing, mass layoff or furlough which triggers the notice requirements of the WARN Act; (b) entry into, modification or termination of any collective bargaining agreement or similar agreement or (c) recognition or certification of any labor union, works council, or other labor organization, or group of employees, as the bargaining representative for any amendment Business Employees; 4.6.17 any waiver or release of any Tax Returnmaterial noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement or other restrictive covenant obligation of any current or former employee or independent contractor; 4.6.18 any modification of any Privacy Policies applicable to the Business or the security of any IT Assets that would constitute Purchased Assets, in each case, in any materially adverse manner, except as required by applicable Law; or 4.6.19 any agreement or commitment to do any of the foregoing.

No Changes. Since Except for the date of the most recent Verified Balance Sheet of SellerContribution and except as set forth on Schedule 4.3.3, Seller has conducted since December 31, 2014, the Business has been operated only in the Ordinary Course ordinary course of Businessbusiness, consistent with past practice. Without limiting Except for the generality of the foregoingContribution and except as set forth on Schedule 4.3.3, since the date of the most recent Verified Balance Sheet of SellerDecember 31, 2014, (i) there has not beenbeen any material adverse change nor has any event or, to the Knowledge of Parent, any circumstance occurred that might reasonably be expected to result in a material adverse change in the Business, and (ii) Parent (with respect to the Business) and the Company have not: (a) except as reflected incurred any Liabilities, other than Liabilities (i) incurred in the Financial Statements, any material adverse change ordinary course of business; (ii) under Contracts incurred in the financial condition, assets, liabilities, net worth, ordinary course of business consistent with past practice; or business of Seller, nor, (iii) failed to the Knowledge of Seller, has pay or discharge when due any such change been threatenedLiabilities; (bi) created or incurred any damageIndebtedness other than in the ordinary course of business under Parent's existing credit lines, destruction(ii) assumed, guaranteed, or loss endorsed the Indebtedness of any other person or entity, or (whether iii) canceled any such type of debt owed to it or not covered released any claim possessed by insurance) in the operating condition of a material portion of the Purchased Assetsit; (c) suffered any saletheft, assignmentdamage, sublease, termination, destruction or modification loss (without regard to any insurance) of or to any Contract tangible asset or assets and having a value in excess of Twenty Five Thousand Dollars ($25,000) individually or One Hundred Thousand Dollars ($100,000) in the type required by Section 5.15 above to be listed on Schedule 5.15aggregate; (d) outside of the ordinary course of business, sold, assigned, transferred, licensed, mortgaged, pledged or subjected to any Lien (except Permitted Liens), or committed to sell, assign, transfer, license, mortgage, pledgepledge or subject to any Lien (except Permitted Liens), any tangible or subjection to Encumbrance of any kind of any of the Purchased Assetsintangible assets; (e) (i) any increase in the salaries purchased or other compensation payable or to become payable toleased, or committed to purchase or lease, any advance (excluding advances asset for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (A) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, an amount in excess of Twenty Five Thousand Dollars ($10,000 may be entitled25,000), except for purchases of equipment, inventory, or (B) to which any other employee may be entitled unless such increase was given supplies in the Ordinary Course ordinary course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.20business; (f) any making made or authorization of authorized any capital expendituresexpenditures or commitments for capital expenditures in an amount more than Twenty Five Thousand Dollars ($25,000) individually or One Hundred Thousand Dollars ($100,000) in the aggregate; (g) amended, canceled, terminated, relinquished, waived or released any sale, transfer, license, or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 in the aggregate contract except in the Ordinary Course ordinary course of business and which, individually or in the aggregate, would be material to the Business; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of made any material Contract with any customer change to its reporting or supplier; accounting methods, principles, policies or practices, except as may be required by GAAP, including (ix) any paymentTax reporting or accounting, discharge (y) depreciation or satisfaction of any liability amortization policies or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Sellerrates, or (iiz) incurred in the Ordinary Course payment of Business since the date of such Verified Balance Sheet; (j) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value of any assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downs; (k) any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (l) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, payable or the sale, transfer, or lease collection of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation receivables related to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (mi) agreed to take any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Returnactions described in sub-clauses (a) through (h) above.

No Changes. Since December 31, 2014, the date of the most recent Verified Balance Sheet of Seller, Seller ▇▇▇▇▇▇ Business has conducted the Business been operated only in the Ordinary Course ordinary course of Businessbusiness, consistent with past practice. Without limiting the generality of the foregoingExcept as set forth on Schedule 5.7, since the date of the most recent Verified Balance Sheet of SellerDecember 31, 2014, (i) there has not beenbeen any material adverse change nor has any event or, to the Knowledge of ▇▇▇▇▇▇, any circumstance occurred that might reasonably be expected to result in a material adverse change in the ▇▇▇▇▇▇ Business, and (ii) ▇▇▇▇▇▇ has not, with respect to the ▇▇▇▇▇▇ Business: (a) except as reflected incurred any Liabilities, other than Liabilities (i) incurred in the Financial Statements, any material adverse change ordinary course of business; (ii) under ▇▇▇▇▇▇ Contracts incurred in the financial condition, assets, liabilities, net worth, ordinary course of business consistent with past practice; or business of Seller, nor, (iii) failed to the Knowledge of Seller, has pay or discharge when due any such change been threatenedLiabilities; (bi) created or incurred any damage▇▇▇▇▇▇ Indebtedness other than in the ordinary course of business under ▇▇▇▇▇▇'▇ existing credit lines, destruction(ii) assumed, guaranteed, or loss endorsed the Indebtedness of any other person or entity, or (whether iii) canceled any such type of debt owed to it or not covered released any claim possessed by insurance) in the operating condition of a material portion of the Purchased Assetsit; (c) suffered any saletheft, assignmentdamage, sublease, termination, destruction or modification loss (without regard to any insurance) of or to any Contract tangible asset or assets and having a value in excess of Twenty Five Thousand Dollars ($25,000) individually or One Hundred Thousand Dollars ($100,000) in the type required by Section 5.15 above to be listed on Schedule 5.15aggregate; (d) outside of the ordinary course of business, sold, assigned, transferred, licensed, mortgaged, pledged or subjected to any Lien (except Permitted Liens), or committed to sell, assign, transfer, license, mortgage, pledgepledge or subject to any Lien (except Permitted Liens), any tangible or subjection to Encumbrance of any kind of any of the Purchased Assetsintangible assets; (e) (i) any increase in the salaries purchased or other compensation payable or to become payable toleased, or committed to purchase or lease, any advance (excluding advances asset for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (A) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, an amount in excess of Twenty Five Thousand Dollars ($10,000 may be entitled25,000), except for purchases of equipment, inventory, or (B) to which any other employee may be entitled unless such increase was given supplies in the Ordinary Course ordinary course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.20business; (f) any making made or authorization of authorized any capital expendituresexpenditures or commitments for capital expenditures in an amount more than Twenty Five Thousand Dollars ($25,000) individually or One Hundred Thousand Dollars ($100,000) in the aggregate; (g) amended, canceled, terminated, relinquished, waived or released any sale, transfer, license, or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 in the aggregate contract except in the Ordinary Course ordinary course of business and which, individually or in the aggregate, would be material to the ▇▇▇▇▇▇ Business; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of made any material Contract with any customer change to its reporting or supplier; accounting methods, principles, policies or practices, except as may be required by GAAP, including (ix) any paymentTax reporting or accounting, discharge (y) depreciation or satisfaction of any liability amortization policies or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Sellerrates, or (iiz) incurred in the Ordinary Course payment of Business since the date of such Verified Balance Sheet; (j) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value of any assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downs; (k) any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (l) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, payable or the sale, transfer, or lease collection of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation receivables related to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of ▇▇▇▇▇▇ Business; or (mi) agreed to take any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Returnactions described in sub-clauses (a) through (h) above.

No Changes. Since Except for general economic conditions or conditions affecting the date dairy industry as a whole, since December 31, 1999, there has not been any material adverse change in the business, operations or condition of the most recent Verified Balance Sheet of SellerBusiness, Seller has conducted the Business only in the Ordinary Course of Businessfinancial or otherwise. Without limiting the generality of the foregoing, since the date of the most recent Verified Balance Sheet of Sellerthat date, there has not beenexcept as set forth on Schedule 5.13, since December 31, 1999: (a) Seller has not sold, leased, transferred or assigned any Purchased Assets, tangible or intangible, except as reflected for sales of inventory in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worth, or business ordinary course of Seller, nor, to the Knowledge of Seller, has any such change been threatenedits business; (b) no party (including the Seller) has accelerated, terminated, made material modifications to or canceled any Material Contract with respect to the Business; (c) the Seller has not made any capital expenditures with respect to the Business in excess of the budgeted amount for capital expenditures previously provided to the Buyer by Seller; (d) the Seller has not mortgaged, pledged or subjected to any security interest any of the Purchased Assets; (e) the Seller has not waived or released any of its material rights with respect to the Business; (f) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (g) the Seller has not experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any sale, assignment, sublease, termination, or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15; (d) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (eh) the Seller has not made any loan to, or entered into any other transaction with any of those employees of the Business listed on Schedule 5.13, other than the advance or reimbursement of reasonable business expenses incurred or to be incurred in the ordinary course of business; (i) the Seller has not entered into any employment contract with any of those employees of the Business listed on Schedule 5.13 or any collective bargaining agreement, written or oral, pertaining to the Business or modified the terms of any existing such contract or agreement; (j) the Seller has not granted any increase in the salaries or other compensation payable or to become payable toto any of those employees of the Business listed on Schedule 5.13, except for annual increases in the ordinary course of business consistent with past practice; (k) the Seller has not adopted, amended, modified or any advance (excluding advances for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation terminated any bonus, profit-sharing, pension incentive, severance or other plan, contract or commitment for the benefit of any of those employees of the Business listed on Schedule 5.13 (or taken any such action with respect to any other Employee Benefit Plan) (A) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.20; (f) any making or authorization of any capital expenditures; (g) any sale, transfer, license, or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 in the aggregate except in the Ordinary Course of Business; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer or supplier; (i) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance Sheet; (j) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value of any assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downs; (k) any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods;); and (l) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates has not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (m) any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent committed to any waivers extending of the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Returnforegoing.

No Changes. Since the date of the most recent Verified Balance Sheet of SellerDecember 31, Seller has 2000, Sellers have conducted the ---------- Business only in the Ordinary Course ordinary course of Businessbusiness consistent with past practice. Without limiting the generality of the foregoing, since such date, except as disclosed in Schedule -------- 2.6 hereto, with respect to the date of the most recent Verified Balance Sheet of Seller, Business there has not been:: --- (a) except as reflected in the Financial Statements, any material adverse change in the financial conditionbusiness, assets, liabilities, net worthcondition (financial or otherwise), results of operations or prospects of the Business (other than changes in the ordinary course of business consistent with past practice, none of Sellerwhich changes, nor, to individually or in the Knowledge of Selleraggregate, has any such change been threatenedhad or could reasonably be expected to have a Material Adverse Effect); (b) any damage, destruction, or loss (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any sale, assignment, sublease, termination, or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15; (d) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (e) (i) any increase change in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan to, any increase inEmployee (other than normal merit increases made in the ordinary course of business and consistent with past practice), or any change or addition to, or modification of, other benefits (including without limitation any bonus, profit-profit- sharing, pension or other Benefit Plan) (Aplan) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 the Employees may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course ordinary course of Business made pursuant business and consistent with past practice, or any other payment of any kind to or on behalf of any Employee other than payment of base compensation and reimbursement for reasonable expenses in the ordinary course of business consistent with past practice; (c) any incurrence, assumption or guarantee of any obligation or liability (absolute, accrued, contingent or otherwise) other than any of the foregoing in the ordinary course of business consistent with past practice and which has not had and could not reasonably be expected to have a Material Adverse Effect; (d) any discharge or satisfaction of any Liens against or in favor of the Business, or payment or satisfaction of any obligation or liability of or relating to the Benefit Plans described Business, (whether absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on Schedule 5.20the Interim Balance Sheet, or (ii) liabilities incurred since the Interim Balance Sheet Date in the ordinary course of business consistent with past practice which have not had or could not reasonably be expected to have a Material Adverse Effect; (e) any change or any threat of any change in any of its relations with, or any loss or threat of loss of any of the suppliers, clients, customers or employees of the Business which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect, or any alteration in any material respect of the customary practices with respect to the collection of accounts receivable of the Business or payment of accounts payable of the Business or the provision of discounts, rebates or allowances; (f) any making disposition of or authorization failure to keep in effect any rights in, to or for the use of any capital expendituresPermit of the Business; (g) any salemodification, transfer, licenseamendment or termination of any, or other disposition the entering into of any assets new, material contract, agreement, lease, plan or commitment to which Sellers are a party or by which they are bound or any cancellation, modification or waiver of Seller tangible any material debts or intangibleclaims held by Sellers (including any such debts or claims of an Affiliate of Sellers) or any waiver of any other rights of Sellers, (in one each case in respect of a Contract or more transactions) with a net book value in excess of $10,000 in other Acquired Asset or Assumed Liability, or otherwise related to the aggregate except in the Ordinary Course of Business; (h) terminationany damage, nordestruction or loss affecting the Business in excess of $10,000, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer whether or suppliernot covered by insurance; (i) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance Sheet; (j) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value of any assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downs; (k) any change by Seller Sellers in any their method of accounting or keeping its books of account or accounting practices practice that relates to the Business, including any change in any assumptions underlying or policies methods of calculating, any bad debt, contingency, tax or method of application thereof, including, but not limited to, changes other reserves or any change in estimates or valuation methodsvaluations; (j) any disposition of or failure to keep in effect any rights in, to or for the use of any of the Intellectual Property or any disclosure of any trade secret, process or know-how other than in the ordinary course of business (except to representations of Buyer); (k) any sale, transfer or other disposition of any assets, properties or rights of the Business, except sales of inventory in the ordinary course of business consistent with past practice; (l) any dividend, distribution or payment (including the declaration or distribution setting aside therefor, or agreement with respect thereto) in respect of its partnership units or equity securities or redemption, repurchase or acquisition (or agreement with respect thereto) of any kind of its partnership units or equity securities, or the payment of any Intercompany Payables, in each case, relating to the Acquired Assets; (however described)m) any commitments or agreements for capital expenditures or capital additions or betterments relating to the Business exceeding in the aggregate $10,000, except such as may be involved in the ordinary repair, maintenance or replacement of its assets not exceeding in the aggregate $20,000; (n) any payment, distribution, loan or advance of any amount to or in respect ofto, or the sale, transfer, transfer or lease of any properties or assets (whether real, personal personal, or mixed, tangible or intangible) to, or the entering into of any agreement, arrangement, agreement or transaction arrangement with, any Seller Related Party except for officers or directors of Sellers or any other Affiliate of Sellers (ior any of its officers or directors), or any "Associate" (as such term is defined --------- in Rule 405 under the Securities Act of 1933, as amended) compensation of any of the foregoing Persons; (o) any mortgage, pledge or subjection to Lien of any kind of any assets, tangible or intangible, of the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (mp) any electionmaterial transaction, revocationagreement or event outside the ordinary course of the conduct of the Business, including any agreement by Sellers or amendment any Affiliate of Sellers to compensate any Tax election, Employee in any settlement manner upon or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment consummation of any Taxes, or any amendment of any Tax Returnthe transactions contemplated at Closing.

No Changes. Since Except as contemplated by this ---------- Agreement or as disclosed on Schedule 2.08 of the Disclosure Statement, from the Balance Sheet Date to the date of the most recent Verified Balance Sheet of Sellerhereof, Seller DI has conducted the Business its business only in the Ordinary Course of Business. Without limiting the generality of the foregoingforegoing sentence, since except as disclosed on such Schedule 2.08, between the Balance Sheet Date and the date of the most recent Verified Balance Sheet of Seller, this Agreement there has not been: (a) except as reflected in the Financial Statements, any material adverse Any change in the financial condition, assets, liabilities, net worth, worth or business of SellerDI except changes in the Ordinary Course of Business, norwhich, to individually or in the Knowledge of Selleraggregate, has any such change been threatenedhad or is likely to have a Material Adverse Effect; (b) any Any damage, destructiondestruction or loss, or loss (whether or not covered by insurance) in the operating condition of , which has had or is likely to have a material portion of the Purchased AssetsMaterial Adverse Effect; (c) any sale, assignment, sublease, terminationAny entering into a material mortgage or pledge of, or modification any granting of a material security interest in, any Contract of DI's tangible or intangible assets except in the type required by Section 5.15 above to be listed on Schedule 5.15Ordinary Course of Business; (d) Any strike, walkout, labor trouble or any mortgagesimilar event, pledge, development or subjection to Encumbrance of any kind of any of the Purchased Assetscondition which has had a Material Adverse Effect; (e) Any declaration, setting aside or payment of a dividend or other distribution in respect of any capital stock of DI, or any direct or indirect redemption, purchase or other acquisition by DI of any such stock or any rights or options to purchase such stock or securities convertible into or exchangeable for such stock; (if) any Any material increase in the salaries or other compensation payable or to become payable to, or any material advance (excluding advances for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (A) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business) or loan to, any officer or director of DI (except normal merit increases made in the Ordinary Course of Business), or (ii) any payments to any pension, retirement, profit-profit sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans plans described on Schedule 5.202.24 of the Disclosure Statement, or any other payment of any kind to (or on behalf of) any such officer or director other than payment of base compensation and reimbursement for reasonable business expenses in the Ordinary Course of Business or as disclosed on Schedule 2.08 of the Disclosure Statement; (fg) any Any making or authorization of any single capital expenditures; (g) any sale, transfer, license, or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value expenditure by DI in excess of $10,000 in 250,000; (h) Any cancellation or waiver of any right material to the aggregate operation of the business of DI or any cancellation (other than upon satisfaction) or any waiver of any material debts or claims or any cancellation or waiver of any debts or claims against any Related Party (as such term is hereinafter defined), except in the Ordinary Course of Business; (hi) terminationAny sale, nor, to the Knowledge of Seller, any threatened termination, transfer or other disposition of any material Contract with any customer or supplierassets of DI, except in the Ordinary Course of Business; (ij) any Any payment, discharge or satisfaction of any material liability or obligation (whether accrued, absolute, contingent or otherwise) by SellerDI, other than the payment, discharge or satisfaction, satisfaction of liabilities or obligations in the Ordinary Course of Business; (k) Any change or, to the knowledge of liabilities DI or obligations either (i) shown of the Warranting Shareholders, threat of any change in any of the relations of DI with its significant suppliers, clients or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred customers other than in the Ordinary Course of Business since the date of such Verified Balance SheetBusiness; (jl) any Any material write-offs off as uncollectible of any notes or accounts receivable of Seller DI or material write-downs of the value of any assets or inventory by Seller DI other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downsOrdinary Course of Business; (km) any Any change by Seller DI in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, including but not limited to, to changes in estimates or valuation methods; (ln) any payment or distribution of any kind (however described)Any material payment, loan or advance of any amount to or in respect ofto, or the sale, transfer, transfer or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or the entering into of any agreement, arrangement, arrangement or transaction with, any Seller Related Party Party, except for (i) advisory fees disclosed on Schedule 2.08 of the Disclosure Statement and (ii) compensation to the officers and employees of Seller, in each case DI at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses 2.20 of the Disclosure Statement or expense or other advances to such persons made in the Ordinary Course of Business; or Business (m) as used herein, a "Related Party" means any electionof the officers, revocationdirectors or shareholders of DI, any affiliate, associate or amendment relative of DI or of any Tax election, any settlement or compromise shareholder of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any TaxesDI, or any amendment of their respective officers or directors, or any business or entity in which any shareholder of DI or any affiliate, associate or relative of any Tax Return.such person or of DI has any direct or indirect interest); or

No Changes. Since the date of the most recent Verified Interim Balance Sheet of SellerDate, Seller has Sellers have conducted the Business only in the Ordinary Course of Businessordinary course, consistent with past practice. Without limiting the generality of the foregoingSince May 31, since the date of the most recent Verified Balance Sheet of Seller2008, except as expressly disclosed on Schedule 4.8, there has not beenbeen no: (a) except as reflected in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worth, or business of Seller, nor, to the Knowledge of Seller, has any such change been threatenedMaterial Adverse Effect; (b) damage to or destruction of any damagematerial Purchased Asset, destruction, or loss (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any salestrike, assignment, sublease, termination, labor union organizing attempts involving Sellers’ employees or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15Business Facilities; (d) any mortgage, pledge, declaration or subjection to Encumbrance payment of any kind of any of the Purchased Assetsnon-cash dividends, other distributions or redemptions; (e) (i) change in any increase Governing Document of Sellers or in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Seller Plan) (A) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.20; (f) any making transfer or authorization assignment of any capital expendituresassets of the Business to any Affiliate of Sellers, transfer of any assets or Liabilities of any Affiliate of Sellers to the Business or engagement in any transaction outside the ordinary course of business or not consistent with past practices; (g) increase in the salary, wage or bonus of any sale, transfer, licenseemployee of a Seller (other than ordinary course anniversary date raises), or other disposition payment of any assets bonuses to any employee of a Seller tangible (other than pursuant to Sellers’ Gain Share Plan consistent with past practice); (h) asset acquisition or intangibleexpenditure, (in one or more transactions) with a net book value including capital expenditure in excess of $10,000 in the aggregate except aggregate, other than the purchase of inventory in the Ordinary Course ordinary course of Business; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer or supplierbusiness; (i) change in any payment, discharge or satisfaction method of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance Sheetaccounting; (j) payment to or transaction with any write-offs as uncollectible Related Party, which payment or transaction is not specifically disclosed on Schedule 4.11; (k) disposition or transfer of any notes or accounts receivable of Seller or write-downs of the value of any assets by Seller asset (other than inventory in the write-off ordinary course of any notes or account receivables or write-down of any assets with a value (before valuation or other reservesbusiness) of less for more than $10,000 in the aggregate or for all such write-offs and write-downs; (k) any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methodsless than fair market value; (l) any payment payment, prepayment or distribution discharge of any kind Liability other than in the ordinary course of business, or failure to pay any Liability of more than $10,000 when due; (however described), loan m) write-offs or advance write-downs of any amount to assets of Sellers in excess of $10,000 in the aggregate; (n) creation or in respect incurrence of any Indebtedness or Encumbrance other than Permitted Encumbrances; (o) termination or amendment of, or the sale, transfer, or lease waiver of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction withmaterial right under, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of BusinessContract; or (mp) agreement or commitment to do any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Returnforegoing.

No Changes. Since Except as set forth on Schedule 5.28, since January 1, 2012, the date of the most recent Verified Balance Sheet of Seller, Seller Company has conducted the Business operated only in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as set forth on Schedule 5.28, since the date of the most recent Verified Balance Sheet of SellerJanuary 1, 2012 there has not been: (a) except as reflected in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worth, or business of Seller, nor, to the Knowledge of Seller, has any such change been threatened; (b) any damage, destruction, or loss other casualty affecting any material assets of the Company (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets); (cb) any sale, assignment, sublease, termination, or modification of any Contract of the type required by Section 5.15 5.16 above to be listed on Schedule 5.155.16; (dc) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assetsassets of the Company, other than Permitted Encumbrances; (ed) (i) any increase of ten percent (10%) or more in the salaries or other compensation payable or to become payable to, or any advance increase of ten percent (excluding advances for ordinary business expenses10%) or any increase more in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (A) to which any of Sellerthe Company’s officers or employees who earned in 20102011, or are expected to earn in 20112012, in excess of $10,000 100,000 may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.20; (fe) any making or authorization of any material capital expendituresexpenditures outside of the Ordinary Course of Business; (gf) any sale, transfer, license, or other disposition of any assets of Seller the Company tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 in the aggregate except in the Ordinary Course of Business; (hg) termination, nor, to the Knowledge of Sellerthe Majority Shareholder, any threatened terminationtermination in writing, of any material Contract with any customer or suppliersupplier (other than a termination pursuant to the expiration of the term of such Contract); (ih) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Sellerthe Company, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet Financial Statements of Sellerthe Company, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance SheetFinancial Statements; (ji) any write-offs as uncollectible of any notes or accounts receivable of Seller the Company or write-downs of the value of any assets by Seller the Company, other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 25,000 in the aggregate for all such write-offs and write-downs; (kj) any change by Seller the Company in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (lk) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any material agreement, arrangement, or transaction with, any Seller Related Party Shareholder except for for: (i) compensation to the officers and employees of Sellerthe Company, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.195.19 or in accordance with Section 5.28(d) above; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (ml) any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Return.

No Changes. Since the date of the most recent Verified Balance Sheet of SellerAudited Financial Statements, Seller has conducted the Business only except as set forth in the Ordinary Course of Business. Without limiting the generality of the foregoing, since the date of the most recent Verified Balance Sheet of SellerSchedule 3.7, there has not been, occurred or arisen any: (a) material commitment or transaction by Sunbelt except as reflected in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worth, or business of Seller, nor, to the Knowledge of Seller, has any such change been threatened; (b) any damage, destruction, or loss (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any sale, assignment, sublease, termination, or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15; (d) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (e) (i) any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (A) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described as conducted on Schedule 5.20that date and (ii) as provided for under this Agreement; (fb) any making amendments or authorization changes to the bylaws of any capital expendituresSunbelt, other than those required by the transformation of Sunbelt into a SAS on March 17, 2006; (gc) capital expenditures or capital commitments by Sunbelt, either individually exceeding $5,000 or in the aggregate exceeding $10,000; (d) payment, discharge or satisfaction by Sunbelt, in any sale, transfer, license, or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value amount in excess of $5,000 in any one case or $10,000 in the aggregate except aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the Ordinary Course of Business; (h) termination, nor, to the Knowledge Business of Seller, any threatened termination, of any material Contract with any customer liabilities reflected or supplier; (i) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, reserved against in the Ordinary Course of Business, of liabilities Audited Financial Statements or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance Sheetthe Audited Financial Statements; (e) destruction of, damage to or loss of any assets (whether tangible or intangible) (whether or not covered by insurance) of Sunbelt in excess of $10,000 in the aggregate; (f) claim of wrongful discharge or other unlawful labor practice or action asserted against Sunbelt; (g) to the Knowledge of the Sunbelt Shareholders, any event or condition that has had or could be reasonably expected to have a Material Adverse Effect on Sunbelt; (h) any material change in accounting methods or practices (including any material change in depreciation or amortization policies or rates) by Sunbelt; (i) material change in any election with respect to Taxes (as defined in Section 3.6), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, filing of a Tax Return or amendment or change of any Tax Return; (j) declaration, setting aside or payment of a dividend or other distribution with respect to Sunbelt Shares, or any write-offs as uncollectible split, combination or reclassification in respect of any notes Sunbelt Shares, or accounts receivable of Seller any issuance or write-downs of the value authorization of any assets by Seller other than the write-off issuance of any notes other securities in respect of, in lieu of or account receivables in substitution for Sunbelt Shares, or write-down any direct or indirect redemption, repurchase or other acquisition by Sunbelt of any assets with a value of Sunbelt Shares (before valuation or options, warrants or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downsrights convertible into, exercisable or exchangeable therefor); (k) material increase in the salary or other compensation payable or to become payable by Sunbelt to any change of its officers, directors, employees or advisors or the declaration, payment or commitment or obligation of any kind for the payment, by Seller in Sunbelt, of a material severance payment, termination payment, bonus or other additional salary or compensation to any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methodssuch Person except as otherwise contemplated by this Agreement; (l) any payment termination, extension, amendment or distribution modification of the terms of any kind (however described), loan or advance of any amount to or in respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any material agreement, arrangementcontract, covenant, instrument, lease, license or transaction with, commitment to which Sunbelt is a party or by which it or any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses its assets is bound other than in the Ordinary Course of Business; orsale, lease, license or other disposition of any of the assets (tangible or intangible) or properties of Sunbelt other than in the Ordinary Course of Business; (m) loan by Sunbelt to or capital investment in any electionPerson, revocationincurring by Sunbelt of any indebtedness for borrowed money, guaranteeing by Sunbelt of any indebtedness for borrowed money, issuance or sale of any debt securities of Sunbelt or guaranteeing of any debt securities of others; (n) waiver or release of any material right or claim of Sunbelt, in excess of $10,000, including any write-off or other compromise of any account receivable of Sunbelt; (o) commencement or settlement of any lawsuit by Sunbelt, or commencement, settlement, notice or, the Knowledge of the Sunbelt Shareholders, threat of any lawsuit or proceeding or other investigation against Sunbelt, or the Knowledge of the Sunbelt Shareholders, any reasonable basis for any of the foregoing; (p) notice of any claim or, to the Knowledge of the Sunbelt Shareholders, potential claim of ownership by a third party of Sunbelt Proprietary Rights (as defined in Section 3.10 below) or of infringement by Sunbelt of any third party’s intellectual property rights or intellectual property; (q) issuance or sale, or contract or agreement to issue or sell, by Sunbelt of any of Sunbelt Shares or securities exchangeable, convertible or exercisable therefore, or of any other of its securities; (r) (i) transfer or license to or from any Person any material intellectual property rights (including any Sunbelt Proprietary Rights) or entry into or material amendment of any agreement with any Person regarding any material intellectual property rights (including any Sunbelt Proprietary Rights), (ii) agreement with respect to the development of any intellectual property with a third party or amendment of any Tax electionsuch agreement, or (iii) material change in pricing or royalties set or charged by Sunbelt to its customers or licensees or in pricing or royalties set or charged by persons who have licensed intellectual property or intellectual property rights to Sunbelt; (s) material agreement or material modification to any settlement agreement pursuant to which any other party was granted marketing, distribution, development or compromise similar rights of any claim type or assessment scope with respect to Taxesany products or services of Sunbelt or Sunbelt Proprietary Rights; (t) agreement by Sunbelt or any officer or employee on behalf of Sunbelt to do any of the things described in the preceding clauses (a) through (s). For purposes of this Agreement, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations term “Knowledge,” when used with respect to Sunbelt and the collection Sunbelt Shareholders, shall mean the knowledge, after due inquiry, of J▇ ▇▇▇▇▇▇▇▇ or assessment of any Taxes, or any amendment of any Tax ReturnG▇▇▇▇▇ ▇▇▇▇▇.

No Changes. Since the date of the most recent Verified Balance Sheet of SellerExcept as set forth on Schedule 5.33, since August 31, 2010, Seller has conducted the Business only in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as disclosed on Schedule 5.33, since the date of the most recent Verified Balance Sheet of SellerAugust 31, 2010, there has not been: (a) except as reflected in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worth, or business of Seller, nor, ; (b) to the Knowledge of Seller, has any such change been threatenedevent, rule, law, or order imposed nor to the Knowledge of Seller, threatened to be imposed, which would materially adversely affect the financial condition, assets, liabilities, net worth, or business of Seller; (bc) any damage, destruction, or loss (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (cd) any sale, assignment, sublease, terminationtermination (excluding any expiration in the Ordinary Course of Business), or material modification of any Assumed Contract of the type required by Section 5.15 5.17 above to be listed on Schedule 5.155.17; (de) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (ef) any strike, walkout, or labor trouble nor, to the Knowledge of Seller, has any strike, walkout, or labor trouble been threatened; (g) any commitment or liability to or agreement with any union or other labor organization other than the Local No. 1603 International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers AFL-CIO (the “Boilermakers Union”); (h) (i) any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (A) to which any of Seller’s officers or employees who earned in 20102009, or are expected to earn in 20112010, in excess of $10,000 40,000 may be entitled, or (B) to which any other employee may be entitled unless unless, in such case for (A) and (B), such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.205.24; (fi) any making or authorization of any capital expenditures; (gj) any sale, transfer, license, or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 25,000 in the aggregate aggregate, except sales of Inventory in the Ordinary Course of Business; (hk) termination, nor, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer or supplier; (il) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet August 31, 2010, Financial Statement of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance SheetFinancial Statement; (jm) any declaration or payment of any dividend or other distribution of assets to equity owners of Seller; (n) any purchase or redemption of equity, notes, or other securities; (o) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value of any assets or Inventory by Seller other than the write-off of any notes or account receivables or write-down of any assets or item of Inventory with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downs; (kp) any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (lq) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.195.23(a); and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (mr) any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Return.

No Changes. Since the date of the most recent Verified Balance Sheet of SellerExcept as set forth on Schedule 5.33, since July 31, 2011, Seller has conducted the Business only in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as disclosed on Schedule 5.33, since the date of the most recent Verified Balance Sheet of SellerJuly 31, 2011, there has not been: (a) except as reflected in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worth, or business of Seller, nor, to the Knowledge of Seller, has any such change been threatened; (b) any damage, destruction, or loss (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any sale, assignment, sublease, terminationtermination (excluding any expiration in the Ordinary Course of Business), or material modification of any Assumed Contract of the type required by Section 5.15 5.17 above to be listed on Schedule 5.155.17; (d) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (e) any strike, walkout, or labor trouble nor, to the Knowledge of Seller, has any strike, walkout, or labor trouble been threatened; (f) any commitment or liability to or agreement with any union or other labor organization; (g) (i) any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (A) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 40,000 may be entitled, or (B) to which any other employee may be entitled unless unless, in such case for (A) and (B), such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans described on Schedule 5.205.24; (fh) any making or authorization of any capital expenditures; (gi) any sale, transfer, license, or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 25,000 in the aggregate aggregate, except sales of Inventory in the Ordinary Course of Business; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer or supplier; (ij) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Seller, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet August 31, 2011 Financial Statement of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance SheetFinancial Statement; (jk) any declaration or payment of any dividend or other distribution of assets to equity owners of Seller; (l) any purchase or redemption of equity, notes, or other securities; (m) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value of any assets or Inventory by Seller other than the write-off of any notes or account receivables or write-down of any assets or item of Inventory with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downsdowns or as part of the Physical Inventory; (kn) any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (lo) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.195.23; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (mp) any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Return.

No Changes. Since Except as disclosed on Schedule 2.6, since the date of the most recent Verified Balance Sheet of SellerDate and until the Closing, Seller has conducted the Business only in the Ordinary Course of Businessordinary course. Without limiting the generality of the foregoingforegoing sentence, since the date of the most recent Verified Balance Sheet of Sellerthere has not been: Except as otherwise disclosed on Schedule 2.6, there has not been: (a) except as reflected in the Financial Statements, any material adverse change in the financial condition, assets, liabilities, net worthworth of the Business, except changes in the ordinary course of business, none of which, individually or business of Seller, nor, to in the Knowledge of Seller, aggregate has any such change been threatenedor could have an Material Adverse Effect; (b) any damage, destructiondestruction or loss, or loss (whether or not covered by insurance) in the operating condition of , which could have a material portion of the Purchased AssetsMaterial Adverse Effect; (c) any salemortgage, assignmentpledge or subjection to lien, sublease, termination, charge or modification encumbrance of any Contract kind of the type required by Section 5.15 above to be listed on Schedule 5.15assets, tangible or intangible of the Business; (d) any mortgagestrike, pledgewalkout, labor trouble or subjection to Encumbrance any other new or continued event, development or condition of any kind of any of the Purchased Assetscharacter which has or could have a Material Adverse Effect; (e) (i) any increase in the salaries or other compensation (excluding increases in the ordinary course of business and consistent with past practice) payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan to, any officer, director or employee of the Business, or any increase in, or any addition to, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (Aplan) to which any of Seller’s officers its officers, directors or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course ordinary course of Business business and consistent with past practice made pursuant to any employee benefit plan, or any other payment of any kind to (or on behalf of) any such officer, director or employee other than payment of base compensation and reimbursement for reasonable business expenses in the Benefit Plans described on Schedule 5.20ordinary course of business; (f) any making or authorization of any capital expendituresexpenditures which are not in the ordinary course of business or in excess of 6 billion Won; (g) any cancellation or waiver of any right material to the operation of the Business or any cancellation or waiver of any debts or claims of substantial value or any cancellation or waiver of any debts or claims against any Affiliate; (h) any sale, transfer, license, transfer or other disposition of any assets of Seller tangible or intangiblethe Business, (in one or more transactions) with a net book value in excess except sales of $10,000 assets in the aggregate except in the Ordinary Course ordinary course of Business; (h) termination, nor, to the Knowledge of Seller, any threatened termination, of any material Contract with any customer or supplierbusiness; (i) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by SellerSeller related to or affecting the Business, other than the payment, discharge or satisfaction, in the Ordinary Course ordinary course of Businessbusiness, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course ordinary course of Business business since the date of such Verified Balance SheetSheet Date; (j) any adverse change or any threat of any adverse change in Seller's relations with, or any loss or threat of loss of, Seller's suppliers, clients or customers, which change or loss could have a Material Adverse Effect; (k) any write-offs as uncollectible uncorrectable of any notes or accounts receivable of Seller the Business or write-downs of the value of any assets or inventory by Seller related to the Business other than the write-off of any notes in immaterial amounts or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs ordinary course of business consistent with past practice and write-downsat a rate no greater than during the twelve months ended on the Balance Sheet Date; (kl) any change by Seller in any method of accounting or keeping its books of account or accounting practices related to or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methodsaffecting the Business; (lm) any payment creation, incurrence, assumption or distribution guarantee by the Business of any kind obligations or liabilities (however describedwhether absolute, accrued, contingent or otherwise and whether due or to become due), except in the ordinary course of business, or any creation, incurrence, assumption or guarantee by the Business of any indebtedness for money borrowed; (n) any payment, loan or advance of any amount to or in respect of, or the sale, transfer, transfer or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, arrangement or transaction with, any Seller Related Party Affiliate, except for (i) compensation to the officers and employees of Seller, in each case the Business at rates not exceeding the rates of compensation disclosed on Schedule 5.19; 2.19 hereto and (ii) reimbursement reimbursements of or advances for reasonable business expenses incurred for business-related purposes not exceeding 1.2 billion Won outstanding in the Ordinary Course aggregate at any given time. (o) any disposition of or failure to keep in effect any rights in, to or for the use of Intellectual Property included in the Purchased Assets, or, to Seller's Knowledge, any disclosure to any person not an employee or other disposal of any trade secret, process or know-how relating to the Business; or (mp) any electiontransaction, revocationagreement or event to which Seller is a party or a participant relating to the Business outside the ordinary course of the Business or inconsistent with past practice. (q) to Seller's Knowledge, neither the Business nor Seller has become subject to any newly enacted or amendment adopted law which may reasonably be expected to have a Material Adverse Effect. (r) any written up the value of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, inventory or any amendment other assets, except for write-ups in the ordinary course of any Tax Returnbusiness and consistent with past practices.

No Changes. Since the date of the most recent Verified Balance Sheet of SellerJune 30, 1996, Seller has conducted the ---------- Business only in the Ordinary Course of Business. Without limiting the generality ordinary course of the foregoingBusiness consistent with past practice and, since the date of the most recent Verified Balance Sheet of Sellerexcept as set forth on Schedule 3.5 or as expressly contemplated by this Agreement, there has not been: (a) except as reflected in any Material Adverse Effect other than changes generally affecting the Financial Statements, any material adverse change in chemical industry or the financial condition, assets, liabilities, net worth, or business of Seller, nor, to the Knowledge of Seller, has any such change been threatenedeconomy; (b) any damage, destruction, or loss (whether or not covered by insurance) in the operating condition of a material portion of the Purchased Assets; (c) any sale, assignment, sublease, termination, or modification of any Contract of the type required by Section 5.15 above to be listed on Schedule 5.15; (d) any mortgage, pledge, or subjection to Encumbrance of any kind of any of the Purchased Assets; (e) (i) any increase change in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan to, any increase inBusiness Employee, or any material change or material addition to, or material modification of, other benefits (including without limitation any bonus, profit-sharing, pension or other Benefit Plan) (Aplan in which any of the Business Employees participate) to which any of Seller’s officers or employees who earned in 2010, or are expected to earn in 2011, in excess of $10,000 the Business Employees may be entitled, or (B) to which any other employee may be entitled unless such increase was given in the Ordinary Course of Business, or (ii) any payments to any pension, retirement, profit-sharing, bonus or similar plan (except payments for salary or other compensation increases in the Ordinary Course ordinary course of the Business made pursuant consistent with past practice and except for one-time-only performance awards granted and paid to certain Business Employees by Seller prior to the Benefit Plans described on Schedule 5.20Closing (the "Special Payment")); (fc) any change or modification in any manner of Seller's existing inventory management and collection and payment policies, procedures and practices with respect to inventories and accounts receivable and accounts payable, respectively, of the Business, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or authorization not past due), acceleration of payment of payables or failure to pay or delay in payment of payables, and any capital expenditures; (g) any salechange in Seller's existing policies, transferprocedures and practices with respect to the provision of discounts, license, rebates or other disposition of any assets of Seller tangible or intangible, (in one or more transactions) with a net book value in excess of $10,000 in allowances insofar as they relate to the aggregate except in the Ordinary Course of Business; (hd) termination, norany change or, to the Knowledge best of Seller's knowledge, any threatened terminationthreat (including any threat existing as of June 30, 1996) of any material Contract with change in any customer of its relations with, or supplier; any loss or, to the best of Seller's knowledge, threat (iincluding any threat existing as of June 30, 1996) of loss of, any paymentof the suppliers (including suppliers of water, discharge electricity, gas, oil and coal), clients, distributors, customers or satisfaction employees of any liability the Business which, individually or obligation (whether accruedin the aggregate, absolute, contingent has had or otherwise) by Selleris reasonably likely to have a Material Adverse Effect, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities or obligations either (i) shown or reflected on the most recent Verified Balance Sheet of Seller, or (ii) incurred in the Ordinary Course of Business since the date of such Verified Balance Sheet; (j) any write-offs as uncollectible of any notes or accounts receivable of Seller or write-downs of the value of any assets by Seller other than the write-off of any notes or account receivables or write-down of any assets with a value (before valuation or other reserves) of less than $10,000 in the aggregate for all such write-offs and write-downs; (k) any change by Seller in any method of accounting or keeping its books of account or accounting practices or policies or method of application thereof, including, but not limited to, changes in estimates or valuation methods; (l) any payment or distribution of any kind (however described), loan or advance of any amount to or in respect of, generally affecting the chemical industry or the sale, transfer, or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with, any Seller Related Party except for (i) compensation to the officers and employees of Seller, in each case at rates not exceeding the rates of compensation disclosed on Schedule 5.19; and (ii) reimbursement for reasonable business expenses in the Ordinary Course of Business; or (m) any election, revocation, or amendment of any Tax election, any settlement or compromise of any claim or assessment with respect to Taxes, any execution of any closing agreement, any execution or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or any amendment of any Tax Return.economy;