Common use of No Undisclosed Liabilities; Absence of Changes Clause in Contracts

No Undisclosed Liabilities; Absence of Changes. Except to ---------------------------------------------- the extent publicly disclosed in the Company's SEC Reports or in the Company Disclosure Schedule, as of September 30, 1998, none of the Company or any of its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) or which would have a Material Adverse Effect and since such date, the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC Reports, (a) the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and (b) there has not been (i) any change, event, occurrence or circumstance in the business, operations, properties, financial condition or results of operations of the Company or any of its subsidiaries which, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any authorization, declaration, setting aside or payment of any dividend or distribution or capital return in respect of any stock of, or other equity interest in, the Company or any of its subsidiaries, (iv) any material revaluation for financial statement purposes by the Company or any of its subsidiaries of any asset (including, without limitation, any writing down of the value of any property, investment or asset or writing off of notes or accounts receivable), (v) other than payment of compensation for services rendered to the Company or any of its subsidiaries in the ordinary course of business consistent with past practice or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between the Company or any of its subsidiaries, on the one hand, and any (A) officer or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to in Section 3.11 or in the ordinary course of business consistent with past practice, any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any employees, officers, directors or consultants of the Company or any of its subsidiaries, which increase or establishment, individually or in the aggregate, will result in a material liability.

No Undisclosed Liabilities; Absence of Changes. Except ---------------------------------------------- as and to ---------------------------------------------- the extent publicly disclosed by the Company in the Company's Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, as of September 30, 1998, none of neither the Company or nor any of its subsidiaries had has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) ), other than liabilities and obligations which, individually or which would in the aggregate, will not have a Material Adverse Effect and since such date, on the Company. Except as publicly disclosed by the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC ReportsReports or as set forth in Section 2.8 of the Company Disclosure Schedule, (a) since September 30, 1998, there have been no events, changes or effects with respect to the Company or its subsidiaries that have had or reasonably would be expected to have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, except as and to the extent publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, since September 30, 1998, the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course and in a manner of such businesses consistent with past practice practices, and (b) there has not been any (i) any change, event, occurrence or circumstance change in the business, operationsfinancial condition, properties, financial condition business or results of operations of the Company or any of and its subsidiaries whichsubsidiaries, except for those changes that, individually or in the aggregate, has have not had and are not reasonably likely to have a Material Adverse Effect on the Company; (except for changesii) material damage, events, occurrences destruction or circumstances (A) other casualty loss with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change asset or property owned, leased or otherwise used by the Company in or any of its accounting methodssubsidiaries, principles or practices, not covered by insurance; (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of any the capital stock of, or other equity interest in, of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) or any repurchase, (iv) any material revaluation for financial statement purposes redemption or other acquisition by the Company or any of its subsidiaries of any asset outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its subsidiaries; (including, without limitation, iv) amendment of any writing down material term of any outstanding security of the value Company or any of any property, investment or asset or writing off of notes or accounts receivable), its subsidiaries; (v) other than payment of compensation for services rendered to incurrence, assumption or guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (vi) creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice practices; (vii) loan, advance or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between capital contributions made by the Company or any of its subsidiaries to, or investment in, any person other than (x) loans or advances to employees in connection with business- related travel, (y) loans made to employees consistent with past practices that are not in the aggregate in excess of Fifty Thousand Dollars ($50,000), and (z) loans, advances or capital contributions to or investments in wholly-owned subsidiaries, on and in each case made in the one handordinary course of business consistent with past practices; (viii) transaction or commitment made, or any contract or agreement entered into, by the Company or any of its subsidiaries relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any of its subsidiaries of any contract, agreement or other right, in either case, material to the Company and its subsidiaries, taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement; (ix) labor dispute, other than routine individual grievances, or any (A) officer activity or director proceeding by a labor union or representative thereof to organize any employees of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) any lockouts, strikes, slowdowns, work stoppages or more of the voting securities of the Company, threats thereof by or with respect to such employees; or (Cx) affiliate change by the Company or any of any such officerits subsidiaries in its accounting principles, director practices or beneficial ownermethods. Since September 30, on 1998, except as disclosed in the other hand, or (vi) other than pursuant Company SEC Reports filed prior to the terms of the plans, programs date hereof or arrangements specifically referred to in Section 3.11 or increases in the ordinary course of business consistent with past practicepractices, there has not been any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to that could become payable by the Company or any of its subsidiaries to any employees, officers, directors or consultants (a) officers of the Company or any of its subsidiaries, which increase subsidiaries or establishment, individually (b) any employee of the Company or in the aggregate, will result in a material liabilityany of its Subsidiaries whose annual cash compensation is One Hundred Thousand Dollars ($100,000) or more.

No Undisclosed Liabilities; Absence of Changes. Except to ---------------------------------------------- the extent publicly disclosed in the Company's SEC Reports or in the Company Disclosure Schedule, as of September 30December 31, 1998, none of the Company or any of its subsidiaries had any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on the Company and since such date, the Company has incurred no such liability or obligation. Since December 31, 19971998, except as disclosed in the Company SEC Reports, (a) the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and (b) there has not been (i) any change, event, occurrence or circumstance in the business, operations, properties, financial condition or results of operations of the Company or any of its subsidiaries which, individually or in the aggregate, has a Material Adverse Effect on the Company (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any authorization, declaration, setting aside or payment of any dividend or distribution or capital return in respect of any stock of, or other equity interest in, the Company or any of its subsidiaries, (iv) any material revaluation for financial statement purposes by the Company or any of its subsidiaries of any asset (including, without limitation, any writing down of the value of any property, investment or asset or writing off of notes or accounts receivable), (v) other than payment of compensation for services rendered to the Company or any of its subsidiaries in the ordinary course of business consistent with past practice or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between the Company or any of its subsidiaries, on the one hand, and any (A) officer or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to in Section 3.11 or Section 3.11 of the Company Disclosure Schedule or in the ordinary course of business consistent with past practice, any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any employees, officers, directors or consultants of the Company or any of its subsidiaries, which increase or establishment, individually or in the aggregate, will result in a material liability.

No Undisclosed Liabilities; Absence of Changes. Except as and to ---------------------------------------------- the extent publicly disclosed by the Company in the Company's Company SEC Reports or as set forth in Section 3.8 of the Company Disclosure Schedule, as of September 30, 1998, none of neither the Company or nor any of its subsidiaries had has any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) ), other than liabilities or which would have obligations incurred after June 30, 1999 in the ordinary course of business, consistent with past practice, no one or group of which, taken together, constitutes a Material Adverse Effect and since such date, on the Company. Except as publicly disclosed by the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC ReportsReports or as set forth in Section 3.8 of the Company Disclosure Schedule, (a) since June 30, 1999, there have been no events, changes or effects with respect to the Company or its subsidiaries that, individually or in the aggregate, have had or reasonably would be expected to have, a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, except as and to the extent publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 3.8 of the Company Disclosure Schedule, since June 30, 1999, the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course and in a manner of such businesses consistent with past practice practices, and (b) there has not been any (i) damage, destruction or other casualty loss with respect to any changematerial asset or property owned, event, occurrence leased or circumstance in the business, operations, properties, financial condition or results of operations of otherwise used by the Company or any of its subsidiaries whichsubsidiaries, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), not covered by insurance; (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of any the capital stock of, or other equity interest in, of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) or any repurchase, (iv) any material revaluation for financial statement purposes redemption or other acquisition by the Company or any of its subsidiaries of any asset outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its subsidiaries; (including, without limitation, iii) amendment of any writing down material term of any outstanding security of the value Company or any of any propertyits subsidiaries; (iv) incurrence, investment assumption or asset or writing off of notes or accounts receivable), (v) other than payment of compensation for services rendered to guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (v) creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice practices; (vi) loan, advance or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between capital contributions made by the Company or any of its subsidiaries, on the one hand, and any (A) officer or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Companysubsidiaries to, or (C) affiliate of investment in, any such officer, director or beneficial owner, on the other hand, or (vi) person other than pursuant (1) loans or advances to the terms of the plans, programs or arrangements specifically referred to employees in Section 3.11 or connection with business-related expenses incurred in the ordinary course of business consistent with past practicepractices, any increase (2) loans made to employees consistent with past practices that are not in or establishment the aggregate in excess of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option Two Hundred Thousand Dollars (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards$200,000), stock purchase and (3) loans, advances or other employee benefit plancapital contributions to or investments in wholly-owned subsidiaries, and in each case made in the ordinary course of business consistent with past practices; (vii) transaction or commitment made, or any other increase in the compensation payable contract or to become payable to any employeesagreement entered into, officers, directors or consultants of by the Company or any of its subsidiaries relating to its assets or business (including the acquisition (by sale, license or otherwise) or disposition (by sale, license or otherwise) of any assets) or any relinquishment by the Company or any of its subsidiaries of any contract, agreement or other right, in any such case, material to the Company and its subsidiaries, which increase taken as a whole; (viii) any exclusive license, distribution, marketing, sales or establishmentother agreement entered into or any agreement to enter into any exclusive license, individually distribution, marketing, sales or in other agreement; or (ix) change by the aggregate, will result in a material liability.Company or

No Undisclosed Liabilities; Absence of Changes. Except to ---------------------------------------------- the extent publicly disclosed in the Company's SEC Reports or in as set forth on the Company Disclosure ScheduleBalance Sheet, as of September 30, 1998, none of neither the Company or nor any of its subsidiaries had has any liabilities or other obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) other than liabilities or which would other obligations that have a Material Adverse Effect and since such date, been incurred by the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC Reports, (a) the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner of business consistent with past practice and (b) there has not been (i) any changeafter March 31, event, occurrence or circumstance 2001. Except as set forth in the business, operations, properties, financial condition or results of operations Section 2.7 of the Company Disclosure Schedule, since March 31, 2001, there have been no events or any of its subsidiaries whichchanges with respect to the Company that, individually or in the aggregate, has have had or reasonably would be expected to have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, except as set forth in Section 2.7 of the Company Disclosure Schedule, since March 31, 2001, each of the Company and its subsidiaries has conducted its business only in, and has not engaged in any transaction other than according to, the ordinary course of such businesses consistent with past practices, and there has not been any (except for changesi) damage, events, occurrences destruction or circumstances (A) other casualty loss with respect to general economic any material asset or lodging industry conditions property owned, leased or (B) arising as a result of otherwise used by the transactions contemplated hereby), Company or any such subsidiary which is not fully covered by insurance; (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of the capital stock of the Company or any such non-wholly owned subsidiary or any direct or indirect repurchase, redemption or other acquisition by the Company or any such subsidiary of any outstanding shares of capital stock or other securities of, or other equity interest ownership interests in, the Company or any such subsidiary; (iii) amendments or changes to the Certificate of its subsidiaries, Incorporation or Bylaws of the Company; (iv) amendment of any material revaluation for financial statement purposes term of any outstanding security of the Company or any such subsidiary; (v) incurrence, assumption or guaranty by the Company or any of its subsidiaries such subsidiary of any asset (including, without limitation, indebtedness for borrowed money or issuance or sale of any writing down debt securities of the value Company or guarantying of any debt securities; (vi) mortgage, pledge, Lien, charge, security interest or any other encumbrance or restriction relating to any of the Company's or any such subsidiaries' property, investment business or asset assets, tangible or writing off of notes or accounts receivable)intangible, (v) other than payment of compensation for services rendered to Permitted Liens; (vii) loan, advance or capital contributions made by the Company or any of its subsidiaries in the ordinary course of business consistent with past practice such subsidiary, or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2investment in, any material transactions between person; (viii) capital expenditure or commitment by the Company or any such subsidiary of its subsidiaries, on the one hand, and Fifteen Thousand ($15,000) in any (A) officer individual case or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to in Section 3.11 or in the ordinary course of business consistent with past practice, any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any employees, officers, directors or consultants of the Company or any of its subsidiaries, which increase or establishment, individually or in the aggregate, will result in a material liability.Fifty Thousand

No Undisclosed Liabilities; Absence of Changes. Except as ---------------------------------------------- and to ---------------------------------------------- the extent publicly disclosed set forth in Section 4.6 of the Company's SEC Reports Disclosure Schedule or as and to the extent expressly set forth or provided for or reserved against in the Company Disclosure ScheduleBalance Sheet, as of September 30, 1998, none of neither the Company or any of its subsidiaries had nor Inverness-U.S. has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) or which would have a Material Adverse Effect ), other than liabilities and since such date, the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC Reports, (a) the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and (b) there has not been (i) any change, event, occurrence or circumstance in the business, operations, properties, financial condition or results of operations of the Company or any of its subsidiaries obligations which, individually or in the aggregate, has will not have a Material Adverse Effect (except for changeson the Company, liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date, and liabilities and obligations incurred in connection with this Agreement. Except as and to the extent set forth in Section 4.6 of the Disclosure Schedule, since the Company Balance Sheet Date, there have been no events, occurrences changes or circumstances (A) effects with respect to general economic the Company or lodging industry conditions Inverness-U.S. that have had or (B) arising as would reasonably be expected to have a result Material Adverse Effect on the Company. Without limiting the generality of the transactions contemplated hereby)foregoing, except as and to the extent as set forth in Section 4.6 of the Disclosure Schedule, since the Company Balance Sheet Date, the Company and Inverness-U.S. have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such businesses consistent with past practices, and there has not been any (i) material adverse change in the financial condition, properties, business, results of operations or prospects of the Company and Inverness-U.S.; (ii) material damage, destruction or other casualty loss with respect to any material change asset or property owned, leased or otherwise used by the Company in its accounting methodsor Inverness- U.S., principles or practices, not covered by insurance; (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of any stock shares of the Company or Inverness-U.S. (other than to the Company) or any repurchase, redemption or other acquisition by the Company or Inverness-U.S. of any outstanding shares or other securities of, or other equity interest ownership interests in, the Company or any of its subsidiaries, Inverness- U.S.; (iv) amendment of any material revaluation for financial statement purposes term of any outstanding security of the Company or Inverness-U.S.; (v) incurrence, assumption or guarantee by the Company or any of its subsidiaries Inverness-U.S. of any asset (including, without limitation, any writing down of the value of any property, investment or asset or writing off of notes or accounts receivable), (v) indebtedness for borrowed money other than payment in the ordinary course of compensation for services rendered to business and in amounts and on terms consistent with past practices (but in all events not exceeding U.S.$50,000 or the equivalent thereof in the aggregate); (vi) creation or assumption by the Company or Inverness-U.S. of any of its subsidiaries Lien on any material asset other than in the ordinary course of business consistent with past practice practices (not exceeding U.S.$50,000 or the grant of Company Stock Options as described equivalent thereof in the aggregate with respect to the Indebtedness underlying such Liens); (and in amounts consistent withvii) Section 3.2loan, any material transactions between advance or capital contributions made by the Company or Inverness-U.S. to, or investment in, any person other than (x) loans or advances to employees in connection with business-related travel, (y) loans made to employees consistent with past practices that are not in the aggregate in excess of its subsidiaries, on U.S.$50,000 or the one handequivalent thereof, and any (Az) officer loans, advances or director of capital contributions to or investments by the Company or any of its subsidiariesin Inverness-U.S., (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to and in Section 3.11 or each case made in the ordinary course of business consistent with past practice, practices; (viii) any increase in transaction or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plancommitment made, or any other increase in the compensation payable contract or to become payable to any employeesagreement entered into, officers, directors or consultants of by the Company or Inverness-U.S. relating to any of its subsidiariesassets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or Inverness-U.S. of any contract, which increase agreement or establishmentother right, individually or in any case, material to the Company and Inverness-U.S., taken as a whole, other than transactions and commitments in the aggregate, will result in a material liability.ordinary course of business consistent with past practices and those contemplated by this Agreement; or

No Undisclosed Liabilities; Absence of Changes. Except as and to ---------------------------------------------- the extent publicly disclosed by the Company in the Company's Company SEC Reports or as set forth in Section 3.8 of the Company Disclosure Schedule, as of September 30, 1998, none of neither the Company or nor any of its subsidiaries had has any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) ), other than liabilities or obligations incurred after March 31, 1999 in the ordinary course of business no one or group of which would have taken together constitutes a Material Adverse Effect and since such date, on the Company. Except as publicly disclosed by the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC ReportsReports or as set forth in Section 3.8 of the Company Disclosure Schedule, (a) since March 31, 1999, there have been no events, changes or effects with respect to the Company or its subsidiaries that, individually or in the aggregate, constitute a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, except as and to the extent publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 3.8 of the Company Disclosure Schedule, since March 31, 1999, the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course and in a manner of such businesses consistent with past practice practices, and (b) there has not been any (i) material damage, destruction or other casualty loss with respect to any changematerial asset or property owned, event, occurrence leased or circumstance in the business, operations, properties, financial condition or results of operations of otherwise used by the Company or any of its subsidiaries whichsubsidiaries, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), not covered by insurance; (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of any the capital stock of, or other equity interest in, of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) or any repurchase, (iv) any material revaluation for financial statement purposes redemption or other acquisition by the Company or any of its subsidiaries of any asset outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its subsidiaries; (including, without limitation, iii) amendment of any writing down material term of any outstanding security of the value Company or any of any propertyits subsidiaries; (iv) incurrence, investment assumption or asset or writing off of notes or accounts receivable), (v) other than payment of compensation for services rendered to guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (v) creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice practices; (vi) loan, advance or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between capital contributions made by the Company or any of its subsidiaries, on the one hand, and any (A) officer or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Companysubsidiaries to, or (C) affiliate of investment in, any such officer, director or beneficial owner, on the other hand, or (vi) person other than pursuant (x) loans or advances to the terms of the plans, programs or arrangements specifically referred to employees in Section 3.11 or connection with business-related expenses incurred in the ordinary course of business consistent with past practicepractices, any increase (y) loans made to employees consistent with past practices that are not in or establishment the aggregate in excess of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option Fifty Thousand Dollars (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards$50,000), stock purchase and (z) loans, advances or other employee benefit plancapital contributions to or investments in wholly-owned subsidiaries, and in each case made in the ordinary course of business consistent with past practices; (vii) transaction or commitment made, or any contract or agreement entered into, by the Company or any of its subsidiaries relating to its assets or business (including the acquisition (by sale, license or otherwise) or disposition (by sale, license or otherwise) of any assets) or any relinquishment by the Company or any of its subsidiaries of any contract, agreement or other right, in any such case, material to the Company and its subsidiaries, taken as a whole; (viii) any exclusive license, distribution, marketing, sales or other agreement entered into or any agreement to enter into any exclusive license, distribution, marketing, sales or other agreement; or (ix) change by the Company or any of its subsidiaries in any of its accounting principles, practices or methods. Since March 31, 1999, except as disclosed in the Company SEC Reports filed prior to the date hereof or in Section 3.8 of the Company Disclosure Schedule or increases in the ordinary course of business consistent with past practices, there has not been any increase in the compensation payable or to that could become payable by the Company or any of its subsidiaries to any employees, officers, directors or consultants (a) officers of the Company or any of its subsidiaries, which increase subsidiaries or establishment, individually (b) any employee of the Company or in the aggregate, will result in a material liabilityany of its subsidiaries whose annual cash compensation is One Hundred Thousand Dollars ($100,000) or more.

No Undisclosed Liabilities; Absence of Changes. Except ---------------------------------------------- as and to ---------------------------------------------- the extent publicly disclosed set forth in Section 2.8 of the Company's SEC Reports Company Disclosure Schedule or as and to the extent expressly set forth or provided for or reserved against in the Company Disclosure ScheduleBalance Sheet, as of September 30, 1998, none of the Company or any of its subsidiaries had any has no liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) or which would have a Material Adverse Effect ), other than liabilities and since such date, the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC Reports, (a) the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and (b) there has not been (i) any change, event, occurrence or circumstance in the business, operations, properties, financial condition or results of operations of the Company or any of its subsidiaries obligations which, individually or in the aggregate, has will not have a Material Adverse Effect (except for changeson the Company. Except as and to the extent set forth in Section 2.8 of the Company Disclosure Schedule, between the Company Balance Sheet Date and the date hereof, there have been no events, occurrences changes or circumstances (A) effects with respect to general economic the Company that have had or lodging industry conditions or (B) arising as would reasonably be expected to have a result Material Adverse Effect on the Company. Without limiting the generality of the transactions contemplated hereby)foregoing, except as and to the extent as set forth in Section 2.8 of the Company Disclosure Schedule, between the Company Balance Sheet Date and the date hereof, the Company has conducted its business in all material respects only in, and has not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practices, and there has not been any (i) material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company, not covered by insurance; (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of the capital stock of the Company or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other equity interest ownership interests in, the Company or Company; (iii) amendment of any material term of its subsidiaries, any outstanding security of the Company; (iv) any material revaluation for financial statement purposes incurrence, assumption or guarantee by the Company or any of its subsidiaries of any asset indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices (including, without limitation, any writing down of but in all events not exceeding Fifty Thousand Dollars ($50,000) in the value of any property, investment or asset or writing off of notes or accounts receivableaggregate), ; (v) creation or assumption by the Company of any Lien on any material asset other than payment of compensation for services rendered to the Company or any of its subsidiaries in the ordinary course of business consistent with past practice or practices (not to exceed Fifty Thousand Dollars ($50,000) in the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between aggregate with respect to the Company or any of its subsidiaries, on the one hand, and any (A) officer or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any Indebtedness underlying such officer, director or beneficial owner, on the other hand, or Liens); (vi) loan, advance or capital contributions made by the Company to, or investment in, any person other than pursuant (x) loans or advances to employees in connection with business-related travel and, (y) loans made to employees consistent with past practices that are not in the terms aggregate in excess of the plansFifty Thousand Dollars ($50,000), programs or arrangements specifically referred to in Section 3.11 or each case made in the ordinary course of business consistent with past practice, any increase in practices; (vii) transaction or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plancommitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract, agreement or other right, in any case, material to the Company, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement; or (viii) change by the Company in its accounting principles, practices or methods. Between the Company Balance Sheet Date and the date hereof, except for increases in the ordinary course of business consistent with past practices, there has not been any increase in the compensation payable or to that could become payable by the Company to any employees, officers, directors or consultants (A) officers of the Company or (B) any employee of its subsidiaries, which increase the Company whose annual cash compensation is Fifty Thousand Dollars ($50,000) or establishment, individually or in the aggregate, will result in a material liabilitymore.

No Undisclosed Liabilities; Absence of Changes. Except as and to ---------------------------------------------- the extent publicly disclosed by the Company in the Company's Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, as of September 30, 1998, none of neither the Company or nor any of its subsidiaries had has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) ), other than liabilities and obligations which, individually or which would in the aggregate, will not have a Material Adverse Effect and since such date, on the Company. Except as publicly disclosed by the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC ReportsReports or as set forth in Section 2.8 of the Company Disclosure Schedule, (a) since September 30, 1998, there have been no events, changes or effects with respect to the Company or its subsidiaries that have had or reasonably would be expected to have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, except as and to the extent publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, since September 30, 1998, the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course and in a manner of such businesses consistent with past practice practices, and (b) there has not been any (i) any change, event, occurrence or circumstance change in the business, operationsfinancial condition, properties, financial condition business or results of operations of the Company or any of and its subsidiaries whichsubsidiaries, except for those changes that, individually or in the aggregate, has have not had and are not reasonably likely to have a Material Adverse Effect on the Company; (except for changesii) material damage, events, occurrences destruction or circumstances (A) other casualty loss with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change asset or property owned, leased or otherwise used by the Company in or any of its accounting methodssubsidiaries, principles or practices, not covered by insurance; (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of any the capital stock of, or other equity interest in, of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) or any repurchase, (iv) any material revaluation for financial statement purposes redemption or other acquisition by the Company or any of its subsidiaries of any asset outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its subsidiaries; (including, without limitation, iv) amendment of any writing down material term of any outstanding security of the value Company or any of any property, investment or asset or writing off of notes or accounts receivable), its subsidiaries; (v) other than payment of compensation for services rendered to incurrence, assumption or guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (vi) creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice practices; (vii) loan, advance or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between capital contributions made by the Company or any of its subsidiaries to, or investment in, any person other than (x) loans or advances to employees in connection with business-related travel, (y) loans made to employees consistent with past practices that are not in the aggregate in excess of Fifty Thousand Dollars ($50,000), and (z) loans, advances or capital contributions to or investments in wholly-owned subsidiaries, on and in each case made in the one handordinary course of business consistent with past practices; (viii) transaction or commitment made, or any contract or agreement entered into, by the Company or any of its subsidiaries relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any of its subsidiaries of any contract, agreement or other right, in either case, material to the Company and its subsidiaries, taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement; (ix) labor dispute, other than routine individual grievances, or any (A) officer activity or director proceeding by a labor union or representative thereof to organize any employees of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) any lockouts, strikes, slowdowns, work stoppages or more of the voting securities of the Company, threats thereof by or with respect to such employees; or (Cx) affiliate change by the Company or any of any such officerits subsidiaries in its accounting principles, director practices or beneficial ownermethods. Since September 30, on 1998, except as disclosed in the other hand, or (vi) other than pursuant Company SEC Reports filed prior to the terms of the plans, programs date hereof or arrangements specifically referred to in Section 3.11 or increases in the ordinary course of business consistent with past practicepractices, there has not been any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to that could become payable by the Company or any of its subsidiaries to any employees, officers, directors or consultants (a) officers of the Company or any of its subsidiaries, which increase subsidiaries or establishment, individually (b) any employee of the Company or in the aggregate, will result in a material liabilityany of its Subsidiaries whose annual cash compensation is One Hundred Thousand Dollars ($100,000) or more.

No Undisclosed Liabilities; Absence of Changes. Except as and to ---------------------------------------------- the extent (i) publicly disclosed by the Company in the Company's Company SEC Reports or Reports, (ii) set forth in Section 3.8 of the Company Disclosure Schedule, as of September 30, 1998, none (iii) fully reflected or reserved on the consolidated balance sheet of the Company and its subsidiaries dated July 1, 2000 or (iv) arisen after such balance sheet date, in the ordinary course of business of the Company and its subsidiaries, neither the Company nor any of its subsidiaries had has any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that is not disclosed and would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) or which and would have a Material Adverse Effect and since such date, on the Company has incurred no such liability or obligationand its subsidiaries. Since December 31, 1997, except Except as publicly disclosed by the Company in the Company SEC ReportsReports or as set forth in Section 3.8 of the Company Disclosure Schedule, (a) since December 31, 1999, there have been no events, changes or effects with respect to the Company or its subsidiaries that, individually or in the aggregate, have had or reasonably would be expected to have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, except as and to the extent publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 3.8 of the Company Disclosure Schedule, since December 31, 1999, the Company and its subsidiaries have conducted their respective businesses in all material respects only in the ordinary and usual course and in a manner of such businesses consistent with past practice practices, and (b) there has not been been, other than in the ordinary course of business, any (i) any change, event, occurrence or circumstance material adverse change in the business, operationsfinancial condition, properties, financial condition business, prospects or results of operations of the Company and its subsidiaries; (ii) material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its subsidiaries whichsubsidiaries, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change not covered by the Company in its accounting methods, principles or practices, insurance; (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of the capital stock of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) except in connection with the Company's publicly announced stock of, or other equity interest in, repurchase program; (iv) amendment of any material term of any outstanding security of the Company or any of its subsidiaries; (v) incurrence, (iv) any material revaluation for financial statement purposes assumption or guarantee by the Company or any of its subsidiaries of any asset (including, without limitation, any writing down of the value of any property, investment or asset or writing off of notes or accounts receivable), (v) indebtedness for borrowed money other than payment in the ordinary course of compensation for services rendered to business and in amounts and on terms consistent with past practices; (vi) creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice practices; (vii) loan, advance or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between capital contributions made by the Company or any of its subsidiaries to, or investment in, any person other than loans or advances to employees in connection with business-related travel, (y) loans made to employees consistent with past practices that are not in the aggregate in excess of Thirty Thousand Dollars ($30,000), and (z) loans, advances or capital contributions to or investments in wholly-owned subsidiaries, on and in each case made in the one handordinary course of business consistent with past practices; (viii) transaction or commitment made, or any contract or agreement entered into, by the Company or any of its subsidiaries relating to its assets or business (including the acquisition (by sale, license or otherwise) or disposition (by sale, license or otherwise) of any assets) or any relinquishment by the Company or any of its subsidiaries of any contract, agreement or other right, in any such case, material to either the Company and any of its subsidiaries; (Aix) officer labor dispute (other than routine individual grievances), or director any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its subsidiaries, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; (Bx) record exclusive license, distribution, marketing, sales or beneficial owner other agreement entered into or any agreement to enter into any exclusive license, distribution, marketing, sales or other agreement; (xi) any notice of five percent (5%) violation issued by any government agency of any statute or more of the voting securities of the Company, government regulation; or (Cxii) affiliate change by the Company or any of its subsidiaries in any such officerof its accounting principles, director practices or beneficial ownermethods. Since December 31, on 1999, except as disclosed in the other hand, or (vi) other than pursuant Company SEC Reports filed prior to the terms of the plans, programs date hereof or arrangements specifically referred to in Section 3.11 or except for increases in the ordinary course of business consistent with past practicepractices, there has not been any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to that could become payable by the Company or any of its subsidiaries to any employees, officers, directors or consultants (a) officers of the Company or any of its subsidiaries, which increase subsidiaries or establishment, individually (b) any employee of the Company or in the aggregate, will result in a material liabilityany of its subsidiaries whose annual cash compensation is One Hundred Thousand Dollars ($100,000) or more.

No Undisclosed Liabilities; Absence of Changes. Except to ---------------------------------------------- the extent publicly as disclosed in the Company's Company SEC Reports or as set forth in Section 3.7 of the Company Disclosure Schedule, as of September 30, 1998, none of neither the Company or nor any of its subsidiaries had has any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) ), other than liabilities or obligations incurred after January 2, 1999 in the ordinary course of business no one or group of which would have taken together constitutes a Material Adverse Effect and since such date, on the Company has incurred no such liability or obligationCompany. Since December 31, 1997, except Except as disclosed in the Company SEC ReportsReports or as set forth in Section 3.7 of the Company Disclosure Schedule, (a) since January 2, 1999, there have been no events, changes or effects with respect to the Company or its subsidiaries that, individually or in the aggregate, constitute a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, except as and to the extent publicly disclosed in the Company SEC Reports or as set forth in Section 3.7 of the Company Disclosure Schedule, since January 2, 1999 the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course and in a manner of such businesses consistent with past practice practices, and (b) there has not been any: (i) any change, event, occurrence or circumstance in the business, operations, properties, financial condition or results of operations of the Company or any of its subsidiaries which, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of any the capital stock of, or other equity interest in, of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) or any repurchase, (iv) any material revaluation for financial statement purposes redemption or other acquisition by the Company or any of its subsidiaries of any asset outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its subsidiaries; (includingii) incurrence, without limitation, any writing down of the value of any property, investment assumption or asset or writing off of notes or accounts receivable), (v) other than payment of compensation for services rendered to guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (iii) loan, advance or capital contributions made by the Company or any of its subsidiaries to, or investment in, any person other than (x) loans or advances to employees in connection with business-related expenses incurred in the ordinary course of business consistent with past practice practices and (y) loans made to employees consistent with past practices that are not in the aggregate in excess of $100,000; or the grant of Company Stock Options as described in (and in amounts consistent withiv) Section 3.2, any material transactions between change by the Company or any of its subsidiariessubsidiaries in any of its accounting principles, on practices or methods. Since January 2, 1999, except as disclosed in the one hand, and any (A) officer Company SEC Reports filed prior to the date hereof or director in Section 3.7 of the Company Disclosure Schedule or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to in Section 3.11 or increases in the ordinary course of business consistent with past practicepractices, there has not been any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other material increase in the compensation payable or to that could become payable by the Company or any of its subsidiaries to any employees, officers, directors or consultants officers of the Company or any of its subsidiaries, which increase subsidiaries or establishment, individually any employee of the Company or in the aggregate, will result in a material liabilityany of its subsidiaries whose aggregate annual cash compensation is $100,000 or more.

No Undisclosed Liabilities; Absence of Changes. Except as ---------------------------------------------- and to ---------------------------------------------- the extent publicly disclosed set forth in the Company's SEC Reports or in Section 2.8 of the Company Disclosure ScheduleLetter, as of September 30, 1998, none of the Company or any of its subsidiaries had does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) or which would have a Material Adverse Effect ), other than liabilities and since such date, the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC Reports, (a) the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and (b) there has not been (i) any change, event, occurrence or circumstance in the business, operations, properties, financial condition or results of operations of the Company or any of its subsidiaries obligations which, individually or in the aggregate, has will not have a Material Adverse Effect (except for changeson the Company. Except as and to the extent set forth in Section 2.8 of the Company Disclosure Letter, since the Company Balance Sheet Date, there have been no events, occurrences changes or circumstances (A) effects with respect to general economic the Company that have had or lodging industry conditions or (B) arising as would reasonably be expected to have a result Material Adverse Effect on the Company. Without limiting the generality of the transactions contemplated hereby)foregoing, except as and to the extent as set forth in Section 2.8 of the Company Disclosure Letter, since the Company Balance Sheet Date, the Company has conducted its business in all material respects only in, and has not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practices, and there has not been, (i) between the Balance Sheet Date and the date hereof any material adverse change in the financial condition, properties, business, results of operations or prospects of the Company; (ii) between the date hereof and the Closing Date, any material change by Material Adverse Effect on the Company in its accounting methods, principles or practices, Company; (iii) any authorizationdamage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company, not covered by insurance; (iv) declaration, setting aside or payment of any dividend or other distribution or capital return in respect of the capital stock of the Company or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other equity interest ownership interests in, the Company or except pursuant to any of its subsidiaries, stock purchase agreements to which the Company is a party; (ivv) any material revaluation for financial statement purposes amendment of any term of any outstanding security of the Company; (vi) incurrence, assumption or guarantee by the Company or any of its subsidiaries of any asset indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices (including, without limitation, any writing down of but in all events not exceeding Fifty Thousand Dollars ($50,000) in the value aggregate); (vii) creation or assumption by the Company of any property, investment or Lien on any material asset or writing off of notes or accounts receivable), (v) other than payment of compensation for services rendered to the Company or any of its subsidiaries in the ordinary course of business consistent with past practice practices (not to exceed Fifty Thousand Dollars ($50,000) in the aggregate with respect to the Indebtedness underlying such Liens); (viii) any loan, advance or capital contributions made by the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2to, or investment in, any material transactions between Person other than loans or advances to employees in connection with business- related travel; (ix) any transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any of its subsidiaries, on the one hand, and any (A) officer or director of relinquishment by the Company of any contract, agreement or other right, in any of its subsidiariescase, (B) record or beneficial owner of five percent (5%) or more of the voting securities of material to the Company, or (C) affiliate of any such officertaken as a whole, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to in Section 3.11 or transactions and commitments in the ordinary course of business consistent with past practicepractices and those contemplated by this Agreement; (x) any labor dispute, any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit planthan routine individual grievances, or any other activity or proceeding by a labor union or representative thereof to organize any employees of the Company, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; or (xi) any change by the Company in its accounting principles, practices or methods except as required by a concurrent change in GAAP. Since the Company Balance Sheet Date, except for increases in the ordinary course of business consistent with past practices, there has not been any increase in the compensation payable or to that could become payable by the Company to any employees, officers, directors or consultants (a) officers of the Company or (b) any employee of its subsidiaries, which increase the Company whose annual cash compensation is Seventy-Five Thousand Dollars ($75,000) or establishment, individually or in the aggregate, will result in a material liabilitymore.

No Undisclosed Liabilities; Absence of Changes. Except as and to ---------------------------------------------- the extent publicly disclosed by the Company in the Company's Company SEC Reports or as set forth in Section 3.8 of the Company Disclosure Schedule, as of September 30, 1998, none of neither the Company or nor any of its subsidiaries had has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) ), other than liabilities and obligations which, individually or which would in the aggregate, will not have a Material Adverse Effect and since such date, on the Company. Except as publicly disclosed by the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC ReportsReports or as set forth in Section 3.8 of the Company Disclosure Schedule, (a) since December 31, 1998, there have been no events, changes or effects with respect to the Company or its subsidiaries that have had or reasonably would be expected to have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, except as and to the extent publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 3.8 of the Company Disclosure Schedule, since December 31, 1998, the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course and in a manner of such businesses consistent with past practice practices, and (b) there has not been any (i) any change, event, occurrence or circumstance change in the business, operationsfinancial condition, properties, financial condition business or results of operations of the Company or any of and its subsidiaries whichsubsidiaries, except for those changes that, individually or in the aggregate, has have not had and are not reasonably likely to have a Material Adverse Effect on the Company; (except for changesii) material damage, events, occurrences destruction or circumstances (A) other casualty loss with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change asset or property owned, leased or otherwise used by the Company in or any of its accounting methodssubsidiaries, principles or practices, not covered by insurance; (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of any the capital stock of, or other equity interest in, of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) or any repurchase, (iv) any material revaluation for financial statement purposes redemption or other purchase by the Company or any of its subsidiaries of any asset outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its subsidiaries; (including, without limitation, iv) amendment of any writing down material term of any outstanding security of the value Company or any of any property, investment or asset or writing off of notes or accounts receivable), its subsidiaries; (v) other than payment of compensation for services rendered to incurrence, assumption or guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (vi) creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice practices; (vii) loan, advance or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between capital contributions made by the Company or any of its subsidiaries to, or investment in, any person other than (x) loans or advances to employees in connection with business-related travel, (y) loans made to employees consistent with past practices that are not in the aggregate in excess of Fifty Thousand Dollars ($50,000), and (z) loans, advances or capital contributions to or investments in wholly-owned subsidiaries, on and in each case made in the one handordinary course of business consistent with past practices; (viii) transaction or commitment made, or any contract or agreement entered into, by the Company or any of its subsidiaries relating to its assets or business (including the Purchaser or disposition of any assets) or any relinquishment by the Company or any of its subsidiaries of any contract, agreement or other right, in either case, material to the Company and its subsidiaries, taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement; (ix) labor dispute, other than routine individual grievances, or any (A) officer activity or director proceeding by a labor union or representative thereof to organize any employees of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) any lockouts, strikes, slowdowns, work stoppages or more of the voting securities of the Company, threats thereof by or with respect to such employees; or (Cx) affiliate change by the Company or any of any such officerits subsidiaries in its accounting principles, director practices or beneficial ownermethods. Since December 31, on 1998, except as disclosed in the other hand, or (vi) other than pursuant Company SEC Reports filed prior to the terms of the plans, programs date hereof or arrangements specifically referred to in Section 3.11 or increases in the ordinary course of business consistent with past practicepractices, there has not been any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to that could become payable to any employees, officers, directors or consultants of by the Company or any of its subsidiaries, which increase or establishmentany grant of stock options, individually to (a) officers of the Company or in any of its subsidiaries or (b) any employee of the aggregate, will result in a material liabilityCompany or any of its Subsidiaries whose annual cash compensation is Fifty Thousand Dollars ($50,000) or more.

No Undisclosed Liabilities; Absence of Changes. Except as and to ---------------------------------------------- the extent publicly disclosed by the Company in the Company's Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, as of September 30, 1998, none of neither the Company or nor any of its subsidiaries had has any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto), other than (i) liabilities specifically described in this Agreement or which in the Company Disclosure Schedule, (ii) normal or recurring liabilities incurred since June 30, 1999 in the ordinary course of business consistent with past practices and (iii) liabilities permitted by Section 4.1. Except as publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, since June 30, 1999, there have been no events, changes or effects with respect to the Company or its subsidiaries that, individually or in the aggregate, have had or reasonably would be expected to have had a Material Adverse Effect and since such date, on the Company has incurred no such liability or obligationCompany. Since December 31, 1997Without limiting the generality of the foregoing, except as and to the extent publicly disclosed by the Company in the Company SEC ReportsReports or as set forth in Section 2.8 of the Company Disclosure Schedule, (a) since June 30, 1999, the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course and in a manner of such businesses consistent with past practice practices, and (b) there has not been any (i) any change, event, occurrence or circumstance material adverse change in the business, operationsfinancial condition, properties, financial condition business or results of operations of the Company and its subsidiaries; (ii) material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its subsidiaries whichsubsidiaries, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change not covered by the Company in its accounting methods, principles or practices, insurance; (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of any the capital stock of, or other equity interest in, of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) or any repurchase, (iv) any material revaluation for financial statement purposes redemption or other acquisition by the Company or any of its subsidiaries of any asset outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its subsidiaries; (including, without limitation, iv) amendment of any writing down material term of any outstanding security of the value Company or any of any property, investment or asset or writing off of notes or accounts receivable), its subsidiaries; (v) other than payment of compensation for services rendered to incurrence, assumption or guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (vi) creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice practices; (vii) loan, advance or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between capital contributions made by the Company or any of its subsidiaries to, or investment in, any person other than (1) loans or advances to employees in connection with business-related travel, (2) loans made to employees consistent with past practices that are not in the aggregate in excess of Fifty Thousand Dollars ($50,000), and (3) loans, advances or capital contributions to or investments in wholly-owned subsidiaries, on the one hand, and any (A) officer or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to in Section 3.11 or each case made in the ordinary course of business consistent with past practice, any increase in practices; (viii) material transaction or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plancommitment made, or any other increase in the compensation payable material contract or to become payable to any employeesagreement entered into, officers, directors or consultants of by the Company or any of its subsidiariessubsidiaries relating to its material assets or business (including the acquisition (by sale, which increase license or establishmentotherwise) or disposition (by sale, individually license or in the aggregate, will result in a otherwise) of any material liability.assets)

No Undisclosed Liabilities; Absence of Changes. Except as ---------------------------------------------- and to ---------------------------------------------- the extent publicly disclosed set forth in Section 2.8 of the Company's SEC Reports Company Disclosure Schedule or as and to the extent expressly set forth or provided for or reserved against in the Company Disclosure ScheduleBalance Sheet, as of September 30, 1998, none of neither the Company or nor any of its subsidiaries had has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) ), other than liabilities and obligations which, individually or which would in the aggregate, will not have a Material Adverse Effect on the Company. Except as and since such date, to the extent set forth in Section 2.8 of the Company has incurred Disclosure Schedule, since the Company Balance Sheet Date, there have been no such liability events, changes or obligationeffects with respect to the Company or any of its subsidiaries that have had or would reasonably be expected to have a Material Adverse Effect on the Company. Since December 31, 1997Without limiting the generality of the foregoing, except as disclosed and to the extent as set forth in Section 2.8 of the Company SEC ReportsDisclosure Schedule, (a) since the Company Balance Sheet Date, the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course and in a manner of such businesses consistent with past practice practices, and (b) there has not been any (i) any change, event, occurrence or circumstance material adverse change in the business, operationsfinancial condition, properties, financial condition or business, results of operations or prospects of the Company and its subsidiaries (ii) material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its subsidiaries whichsubsidiaries, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change not covered by the Company in its accounting methods, principles or practices, insurance; (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of any the capital stock of, or other equity interest in, of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) or any repurchase, (iv) any material revaluation for financial statement purposes redemption or other acquisition by the Company or any of its subsidiaries of any asset outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its subsidiaries; (including, without limitation, iv) amendment of any writing down material term of any outstanding security of the value Company or any of any property, investment or asset or writing off of notes or accounts receivable), its subsidiaries; (v) other than payment of compensation for services rendered to incurrence, assumption or guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices (but in all events not exceeding Fifty Thousand Dollars ($50,000) in the aggregate); (vi) creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice practices (not to exceed Fifty Thousand Dollars ($50,000) in the aggregate with respect to the Indebtedness underlying such Liens); (vii) loan, advance or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between capital contributions made by the Company or any of its subsidiaries to, or investment in, any person other than (x) loans or advances to employees in connection with business-related travel, (y) loans made to employees consistent with past practices that are not in the aggregate in excess of Fifty Thousand Dollars ($50,000), and (z) loans, advances or capital contributions to or investments in wholly-owned subsidiaries, on the one hand, and any (A) officer or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to in Section 3.11 or each case made in the ordinary course of business consistent with past practice, any increase in practices; (viii) transaction or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plancommitment made, or any contract or agreement entered into, by the Company or any of its subsidiaries relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any of its subsidiaries of any contract, agreement or other right, in any case, material to the Company and its subsidiaries, taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement; or (ix) change by the Company or any of its subsidiaries in its accounting principles, practices or methods. Since the Company Balance Sheet Date, except for increases in the ordinary course of business consistent with past practices, there has not been any increase in the compensation payable or to that could become payable by the Company or any of its subsidiaries to any employees, officers, directors or consultants (a) officers of the Company or any of its subsidiaries, which increase subsidiaries or establishment, individually (b) any employee of the Company or in the aggregate, will result in a material liabilityany of its subsidiaries whose annual cash compensation is Fifty Thousand Dollars ($50,000) or more.

No Undisclosed Liabilities; Absence of Changes. Except as and to ---------------------------------------------- the extent publicly disclosed by the Company in the Company's Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, as of September 30, 1998, none of neither the Company or nor any of its subsidiaries had has any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) ). Except as publicly disclosed by the Company in the Company SEC Reports or which as set forth in Section 2.8 of the Company Disclosure Schedule, since September 30, 1998, there have been no events, changes or effects with respect to the Company or its subsidiaries that, individually or in the aggregate, have 8 14 had or reasonably would be expected to have had a Material Adverse Effect and since such date, on the Company has incurred no such liability or obligationCompany. Since December 31, 1997Without limiting the generality of the foregoing, except as and to the extent publicly disclosed by the Company in the Company SEC ReportsReports or as set forth in Section 2.8 of the Company Disclosure Schedule, (a) since September 30, 1998, the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course and in a manner of such businesses consistent with past practice practices, and (b) there has not been any (i) any change, event, occurrence or circumstance material adverse change in the business, operationsfinancial condition, properties, financial condition business or results of operations of the Company and its subsidiaries; (ii) material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its subsidiaries whichsubsidiaries, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change not covered by the Company in its accounting methods, principles or practices, insurance; (iii) any authorization, declaration, setting aside or payment of any dividend or other distribution or capital return in respect of any the capital stock of, or other equity interest in, of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) or any repurchase, (iv) any material revaluation for financial statement purposes redemption or other acquisition by the Company or any of its subsidiaries of any asset outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its subsidiaries; (including, without limitation, iv) amendment of any writing down material term of any outstanding security of the value Company or any of any property, investment or asset or writing off of notes or accounts receivable), its subsidiaries; (v) other than payment of compensation for services rendered to incurrence, assumption or guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (vi) creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice practices; (vii) loan, advance or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between capital contributions made by the Company or any of its subsidiaries to, or investment in, any person other than (x) loans or advances to employees in connection with business-related travel, (y) loans made to employees consistent with past practices that are not in the aggregate in excess of Fifty Thousand Dollars ($50,000), and (z) loans, advances or capital contributions to or investments in wholly-owned subsidiaries, on and in each case made in the one handordinary course of business consistent with past practices; (viii) material transaction or commitment made, or any material contract or agreement entered into, by the Company or any of its subsidiaries relating to its material assets or business (including the acquisition (by sale, license or otherwise) or disposition (by sale, license or otherwise) of any material assets) or any relinquishment by the Company or any of its subsidiaries of any contract, agreement or other right, in any such case, material to the Company and its subsidiaries, taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement; (ix) labor dispute, other than routine individual grievances, or any (A) officer activity or director proceeding by a labor union or representative thereof to organize any employees of the Company or any of its subsidiaries, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; (Bx) record any exclusive license, distribution, marketing, sales or beneficial owner of five percent other agreement entered into or any agreement to enter into any exclusive license, distribution, marketing, sales or other agreement; (5%xi) "development services" or more of the voting securities of the Companyother similar agreement with Thinkit Technologies, Inc.; or (Cxii) affiliate change by the Company or any of any such officerits subsidiaries in its accounting principles, director practices or beneficial ownermethods. Since September 30, on 1998, except as disclosed in the other hand, or (vi) other than pursuant Company SEC Reports filed prior to the terms of the plans, programs date hereof or arrangements specifically referred to in Section 3.11 or increases in the ordinary course of business consistent with past practicepractices, there has not been any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other material increase in the compensation payable or to that could become payable by the Company or any of its subsidiaries to any employees, officers, directors or consultants (a) officers of the Company or any of its subsidiaries, which increase subsidiaries or establishment, individually (b) any employee of the Company or in the aggregate, will result in a material liabilityany of its subsidiaries whose annual cash compensation is One Hundred Thousand Dollars ($100,000) or more. Section 2.9.

No Undisclosed Liabilities; Absence of Changes. Except as and to ---------------------------------------------- the extent publicly disclosed in the Company's Company Filed SEC Reports or in the Company Disclosure Scheduleon Schedule 3.8 to this Agreement, as of September 30March 31, 1998, none of neither the Company or nor any of its subsidiaries Company Subsidiary had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that and whether due or to become due or asserted or unasserted, which would be required by GAAP to be reflected on a in, reserved against or otherwise described in the consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) as of such date or which would could reasonably be expected to have a Company Material Adverse Effect and since such date, Effect. Except as disclosed by the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company Filed SEC ReportsReports or on Schedule 3.8 to this Agreement, (a) since March 31, 1998, the business of the Company and its subsidiaries have conducted their respective businesses the Company Subsidiaries has been carried on only in the ordinary and usual course and in a manner consistent with past practice practice, neither the Company nor any Company Subsidiary has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise and (b) whether due or to become due or asserted or unasserted, which could reasonably be expected to have, and there have been no events, changes or effects with respect to the Company or any Company Subsidiary having or which could reasonably be expected to have, a Company Material Adverse Effect. Except as disclosed in the Company Filed SEC Reports or on Schedule 3.8 to this Agreement, since March 31, 1998, there has not been (i) any change, event, occurrence or circumstance in the business, operations, properties, financial condition or results of operations of the Company or any of its subsidiaries which, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change by the Company in its accounting methods, principles or practices, (iiiii) any authorization, declaration, setting aside or payment of any dividend or distribution or capital return in respect of any stock of, or other equity interest in, the Company or any of its subsidiaries, (iv) any material revaluation for financial statement purposes by the Company or any of its subsidiaries of any asset (including, without limitation, any writing down shares of the value of any property, investment or asset or writing off of notes or accounts receivable), (v) other than payment of compensation for services rendered to the Company or any of its subsidiaries in the ordinary course of business consistent with past practice or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between the Company or any of its subsidiaries, on the one hand, and any (A) officer or director capital stock of the Company or any redemption, purchase or other acquisition of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more any of the voting securities of the Company, Company Securities or (Ciii) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to in Section 3.11 or in the ordinary course of business consistent with past practice, any increase in the compensation or benefits or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any employees, officers, directors or consultants executive officers of the Company or any of its subsidiaries, which increase or establishment, individually or Company Subsidiary except in the aggregate, will result in a material liabilityordinary course of business consistent with past practice or except as required by applicable law.