Common use of Subsequent Events Clause in Contracts

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company Dentist has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (ed) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (fe) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company Dentist since the Balance Sheet Date; (gf) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (hg) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (ih) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (ji) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (kj) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (mk) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (pl) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company Contributor has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company Contributor since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of CompanyContributor; (o) Repurchased, approved any repurchase or agreed to repurchase any of CompanyContributor's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than as set forth on EXHIBIT 2.16Since June 30, Company 2021, there has not, since the Balance Sheet Datenot been: (a) Incurred any material obligation change in the business, assets, liabilities, financial condition or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitmentoperating results of the Company from that reflected in the Financial Statements, except changes in connection with the performance ordinary course of this Agreementbusiness that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect; (b) Discharged any damage, destruction or satisfied any material lien loss, whether or encumbrancenot covered by insurance, that has had or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of businesswould reasonably be expected to have a Material Adverse Effect; (c) Formed any waiver or acquired compromise by the Company of a valuable right or disposed of any interest in any corporation, partnership, joint venture or other entitya material debt owed to it; (d) Made any payments to satisfaction or loaned discharge of any money to lien, claim, or encumbrance or payment of any person or entity other than obligation by the Company, except in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, material change to a material adverse effect on contract or agreement by which the BusinessCompany or any of its assets is bound or subject; (f) Increased any material change in any compensation arrangement or established agreement with any reserve for taxes employee, officer, director or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Datestockholder; (g) Mortgaged, pledged any resignation or subjected to termination of employment of any lien, charge or other encumbrance any officer of the Assets, tangible or intangibleCompany; (h) Sold any material mortgage, pledge, transfer of a security interest in, or contracted lien, created by the Company, with respect to sell or transferred or contracted to transfer any of the Assets its properties or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rightsassets, except in the ordinary course of business; (i) Except in the ordinary course liens for taxes not yet due or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand payable and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or permitted hereunderuse of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any intellectual property of the Company; (l) Redeemedreceipt of notice that there has been a loss of, purchasedor material order cancellation by, sold or issued any stock, bonds or other securitiesmajor customer of the Company; (m) Experienced damageto the Company’s knowledge, destruction any other event or loss (whether or not covered by insurance) materially and adversely condition of any character, other than events affecting any of its properties, assets or business the economy or the Business Company’s industry generally, that has had or the Assets, or experienced any other material adverse change could reasonably be expected to result in its financial condition, assets, prospects, liabilities or business;a Material Adverse Effect; or (n) Declared any arrangement or paid a distribution, payment or dividend of any kind on commitment by the capital stock of Company; (o) Repurchased, approved any repurchase or agreed Company to repurchase do any of Company's capital stock; or (p) Suffered any material adverse change the things described in the Business or to the Assetsthis Section 2.24.

Subsequent Events. Other than as set forth on EXHIBIT 2.16Since December 31, Company 2022, there has not, since the Balance Sheet Datenot been: (a) Incurred any material obligation change in the business, assets, liabilities, financial condition or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitmentoperating results of the Company from that reflected in the Financial Statements, except changes in connection with the performance ordinary course of this Agreementbusiness that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect; (b) Discharged any damage, destruction or satisfied any material lien loss, whether or encumbrancenot covered by insurance, that has had or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of businesswould reasonably be expected to have a Material Adverse Effect; (c) Formed any waiver or acquired compromise by the Company of a valuable right or disposed of any interest in any corporation, partnership, joint venture or other entitya material debt owed to it; (d) Made any payments to satisfaction or loaned discharge of any money to lien, claim, or encumbrance or payment of any person or entity other than obligation by the Company, except in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, material change to a material adverse effect on contract or agreement by which the BusinessCompany or any of its assets is bound or subject; (f) Increased any material change in any compensation arrangement or established agreement with any reserve for taxes employee, officer, director or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Datestockholder; (g) Mortgaged, pledged any resignation or subjected to termination of employment of any lien, charge or other encumbrance any officer of the Assets, tangible or intangibleCompany; (h) Sold any material mortgage, pledge, transfer of a security interest in, or contracted lien, created by the Company, with respect to sell or transferred or contracted to transfer any of the Assets its properties or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rightsassets, except in the ordinary course of business; (i) Except in the ordinary course liens for taxes not yet due or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand payable and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or permitted hereunderuse of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any intellectual property of the Company; (l) Redeemedreceipt of notice that there has been a loss of, purchasedor material order cancellation by, sold or issued any stock, bonds or other securitiesmajor customer of the Company; (m) Experienced damageto the Company’s knowledge, destruction any other event or loss (whether or not covered by insurance) materially and adversely condition of any character, other than events affecting any of its properties, assets or business the economy or the Business Company’s industry generally, that has had or the Assets, or experienced any other material adverse change could reasonably be expected to result in its financial condition, assets, prospects, liabilities or business;a Material Adverse Effect; or (n) Declared any arrangement or paid a distribution, payment or dividend of any kind on commitment by the capital stock of Company; (o) Repurchased, approved any repurchase or agreed Company to repurchase do any of Company's capital stock; or (p) Suffered any material adverse change the things described in the Business or to the Assetsthis Section 2.24.

Subsequent Events. Other than as set forth on EXHIBIT 2.16Since September 30, Company 2012, there has not, since the Balance Sheet Datenot been: (a) Incurred any material obligation change in the business, assets, liabilities, financial condition or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitmentoperating results of the Company from that reflected in the Financial Statements, except changes in connection with the performance ordinary course of this Agreementbusiness that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect; (b) Discharged any damage, destruction or satisfied any material lien loss, whether or encumbrancenot covered by insurance, that has had or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of businesswould reasonably be expected to have a Material Adverse Effect; (c) Formed any waiver or acquired compromise by the Company of a valuable right or disposed of any interest in any corporation, partnership, joint venture or other entitya material debt owed to it; (d) Made any payments to satisfaction or loaned discharge of any money to Lien, claim, or encumbrance or payment of any person or entity other than obligation by the Company, except in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, material change to a material adverse effect on contract or agreement by which the BusinessCompany or any of its assets is bound or subject; (f) Increased any material change in any compensation arrangement or established agreement with any reserve for taxes employee, officer, director or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Datestockholder; (g) Mortgaged, pledged any resignation or subjected to termination of employment of any lien, charge or other encumbrance any officer of the Assets, tangible or intangibleCompany; (h) Sold any material mortgage, pledge, transfer of a security interest in, or contracted Lien, created by the Company, with respect to sell or transferred or contracted to transfer any of the Assets its properties or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rightsassets, except in the ordinary course of business; (i) Except in the ordinary course Liens for taxes not yet due or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand payable and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than Liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or permitted hereunderuse of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any intellectual property of the Company; (l) Redeemedreceipt of notice that there has been a loss of, purchasedor material order cancellation by, sold or issued any stock, bonds or other securitiesmajor customer of the Company; (m) Experienced damageto the Company’s knowledge, destruction any other event or loss (whether or not covered by insurance) materially and adversely condition of any character, other than events affecting any of its properties, assets or business the economy or the Business Company’s industry generally, that has had or the Assets, or experienced any other material adverse change could reasonably be expected to result in its financial condition, assets, prospects, liabilities or business;a Material Adverse Effect; or (n) Declared any arrangement or paid a distribution, payment or dividend of any kind on commitment by the capital stock of Company; (o) Repurchased, approved any repurchase or agreed Company to repurchase do any of Company's capital stock; or (p) Suffered any material adverse change the things described in the Business or to the Assetsthis Section 2.24.

Subsequent Events. Other than Except as set forth disclosed on EXHIBIT 2.16Exhibit 2.15, the Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of for this Agreement, other than in the ordinary course of business or incurred any indebtedness; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of businessbusiness consistent with past practices; (e) Lost or terminated any employee, patient, customer or supplier that has or may havehas, individually or in the aggregate, a material adverse effect on the Businessits business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets of the Company, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, Company's business or canceled any debts or claims or waived any rights, except in the ordinary course of businessbusiness consistent with past practices; (i) Except in the ordinary course or of business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.005,000); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or as permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securitiessecurities to persons other than the Shareholders; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assetsbusiness, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of the Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of the Company's capital stock; or (p) Suffered any material adverse change in the Business business of the Company or to the Assetsassets of the Company.

Subsequent Events. Other than as set forth on EXHIBIT 2.16Since the date of the Most Recent Balance Sheet, Company there has notnot been any material adverse change in the business, since assets, liabilities, condition (financial or otherwise), operations, operating results, prospects, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date of the Most Recent Balance Sheet DateSheet: (ai) Incurred any material obligation or liability (absoluteIbis has not sold, accruedleased, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrancetransferred, or paid assigned any of its assets to a third party, tangible or satisfied any material obligation or liability (absoluteintangible, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date inventory in the ordinary course of business; (cii) Formed No party (including Ibis or acquired Isis) has accelerated, terminated, modified, or disposed canceled any material Contract (or series of any interest in any corporation, partnership, joint venture related Contracts) to which Ibis is or other entitywas a party or by which the Business is or was bound; (diii) Made Ibis has made capital expenditures consistent with its normal course of operations; (iv) Ibis has not experienced any payments damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in the aggregate; (v) Ibis has not granted any increase in the base compensation of any employee, except in the ordinary course of business (including as to amount) or loaned any money to bonus to, any person or entity employee, other than in the ordinary course of business; (evi) Lost Ibis has not amended, modified, or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the BusinessPlan; (fvii) Increased Ibis has not entered into any transaction with any of its directors, officers, employees or established any reserve for taxes or any other liability on its books or otherwise provided thereforAffiliates, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except for transactions with its employees in the ordinary course of business; (iviii) Except in the ordinary course or business consistent with past practicesNeither Ibis nor Isis has licensed, granted sublicensed, allowed any increase in the rates of pay of employeesEncumbrance to exist on, consultants or agentsabandoned, or by means of permitted to lapse any bonus or pension planBusiness IP or, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than except in the ordinary course of business business, disclosed any Confidential Information of Ibis or permitted hereunderthe Business to any Person (other than AMI and AMI’s Representatives); (lix) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or Ibis has not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse made a change in its financial condition, assets, prospects, liabilities or business;accounting methods; and (nx) Declared or paid a distribution, payment or dividend of Ibis has not committed in any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed binding manner to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assetsforegoing.

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company Contributor has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company Contributor since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock equity interests of CompanyContributor; (o) Repurchased, approved any repurchase or agreed to repurchase any of CompanyContributor's capital stockpartnership interests; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16Exhibit 5.6 or disclosed in the HEALTHSOUTH Documents or as otherwise permitted hereunder, Company HEALTHSOUTH has not, since the Balance Sheet DateDecember 31, 1994: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreementadverse change; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the December 31, 1994 Balance Sheet, Sheet contained in the HEALTHSOUTH Documents or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed December 31, 1994 which discharge or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, satisfaction would not have a material adverse effect on the BusinessHEALTHSOUTH; (fc) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefortherefor which would have a material adverse effect on HEALTHSOUTH, except as may have been required due to income or operations of Company HEALTHSOUTH since the Balance Sheet DateDecember 31, 1994; (gd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets, tangible or intangible, which assets are material to the consolidated business or financial condition of HEALTHSOUTH; (he) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or assets material to the consolidated business of HEALTHSOUTH, cancelled any other assets used in the conduct of the Business, canceled any material debts or claims or waived any material rights, except in the ordinary course of business; (if) Except in the ordinary course Granted any general or business consistent with past practices, granted any uniform increase in the rates of pay of employeesemployees or any material increase in salary payable or to become payable by HEALTHSOUTH to any officer or employee, consultants consultant or agentsagent (other than normal merit increases or consistent with its past practice), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (kg) Except for this Agreement Plan or Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger and except as disclosed in the HEALTHSOUTH Documents, entered into any material transaction other than in the ordinary course of business or permitted hereunder;under other Sections hereof; or (lh) Redeemed, purchased, sold or issued Issued any stock, bonds or other securities; (m) Experienced damage, destruction other than stock options granted to employees or loss (whether consultants of HEALTHSOUTH or not covered by insurance) materially warrants granted to third parties, and adversely affecting any other than shares issued upon the exercise of its propertiesstock options granted to employees or consultants or upon the exercise of warrants granted to third parties or upon the conversion of convertible debentures, assets all of which are described or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the AssetsHEALTHSOUTH Documents.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16, Company has notin Section 4.5 of the Disclosure Schedule, since the Balance Sheet DateDecember 31, 2020: (a) Incurred any material obligation there has been no event or liability (absoluteoccurrence regarding the Acquired Companies which has had a Material Adverse Effect, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement;and (b) Discharged or satisfied any material lien or encumbranceexcept as expressly contemplated by this Agreement, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than none of the Acquired Companies has: (i) liabilities shown or reflected on the Balance Sheet, incurred any Indebtedness; (ii) liabilities incurred since mortgaged, pledged or subjected any of its assets to any lien (other than Permitted Liens); (iii) sold, assigned, transferred, leased or licensed any assets material to the Balance Sheet Date Business; (iv) sold, assigned, transferred, leased or licensed any Intellectual Property material to the Business; (v) issued, sold or transferred any of its equity interests, securities convertible into its equity interests or warrants, options or other rights to acquire its equity interests; (vi) made any material capital expenditures or commitments therefor in excess of $50,000; (vii) declared or made any payment or distribution of cash or other property to members with respect to its equity interests or purchased or redeemed any equity interests; (viii) had any delay in excess of thirty (30) days in the payment on accounts payable to suppliers, vendors or others on the part of such Acquired Company that is material to the Business; (ix) entered into, terminated or materially amended any Material Contracts (or any Contract which would be reasonably expected to have been a Material Contract had such Contract been entered into prior to the date hereof); (x) cancelled any debts owed to such Acquired Company or waived any claims or rights of substantial value, except as would not be reasonably expected to have a Material Adverse Effect; (xi) initiated or settled any litigation that is material to the Business; (xii) made any material changes in any employee compensation, benefits, severance or termination agreement, other than routine salary increases in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business employment, deferred compensation, severance, consulting, non-competition or permitted hereunder; similar agreement (lor amended any such agreement) Redeemedto which such Acquired Company is a party involving a director, purchasedofficer, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assetsmanager, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend key employee of any kind on the capital stock of such Acquired Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (pxiii) Suffered agreed to do any material adverse change in of the Business or to the Assetsforegoing.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16Exhibit 3.8 or disclosed in the Advantage Health 1995 10-K or as otherwise permitted hereunder, Company Advantage Health has not, since the date of the Advantage Health 1995 Balance Sheet DateSheet: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreementadverse change; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Advantage Health 1995 Balance Sheet, Sheet or (ii) liabilities incurred since the date of the Advantage Health 1995 Balance Sheet Date in the ordinary course of business; (c) Formed , which discharge or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may havesatisfaction would, individually or in the aggregate, have a material adverse effect on the BusinessAdvantage Health; (fc) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefortherefor which would, individually or in the aggregate, have a material adverse effect on Advantage Health, except as may have been required due to income or operations of Company Advantage Health since the date of the Advantage Health 1995 Balance Sheet DateSheet; (gd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets, tangible or intangible, which assets are material to the consolidated business or financial condition of Advantage Health; (he) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or assets material to the consolidated business of Advantage Health, cancelled any other assets used in the conduct of the Business, canceled any material debts or claims or waived any material rights, except in the ordinary course of business; (if) Except in the ordinary course Granted any general or business consistent with past practices, granted any uniform increase in the rates of pay of employeesemployees or any material increase in salary payable or to become payable by Advantage Health to any officer or employee, consultants consultant or agentsagent (other than normal merit increases or consistent with past practice), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (kg) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted hereunder;under other Sections hereof; or (lh) Redeemed, purchased, sold or issued Issued any stock, bonds or other securities; (m) Experienced damage, destruction other than stock options granted to employees or loss (whether consultants of Advantage Health or not covered by insurance) materially warrants granted to third parties, and adversely affecting any other than shares issued upon the exercise of its propertiesstock options granted to employees or consultants or upon the exercise of warrants granted to third parties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend all of any kind which are disclosed on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.Exhibit 3.2

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16Schedule 3.7, since May 1, 2001, the Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date been operated only in the ordinary course of business; business and there has not been any (ci) Formed material adverse change in the Assets, liabilities, financial condition, earnings, properties, Business, customer base or acquired results of operations, (ii) damage, destruction or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money condemnation with respect to any person Asset or entity property owned, leased or otherwise used by the Company or any Subsidiary relating to the Business, whether or not covered by insurance, (iii) change by the Company in accounting methods, practices or principles, or (iv) other than material transaction not in the ordinary course of business; (e) Lost business entered into by the Company or terminated any employee, patient, customer or supplier Subsidiary that has or may have, individually or in the aggregate, would likely have a material adverse effect on the Business; (f) Increased Business or established any reserve for taxes or any other liability on its books or otherwise provided thereforthe Assets. Without limiting the foregoing, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used set forth on Schedule 3.7 and in the conduct of the Business, canceled any debts or claims or waived any rightseach case, except in the ordinary course of business, since May 1, 2001 to the date hereof, neither the Company nor any Subsidiary has: (a) sold, leased, transferred or otherwise disposed of any tangible assets or property related to the Business of the Company or canceled, compromised, released or assigned any debt or claim relating to the Business of the Company, in each case, in an amount individually in excess of $10,000; (ib) Except created any Lien on any of the Assets of the Company; (c) made (or committed to make) capital expenditures with respect to the Business in an aggregate amount in excess of $10,000 in any month; (d) instituted, settled or agreed to settle any litigation, action or proceeding before any Governmental Entity with respect to the ordinary course Business, except for settlement of workers' compensation and similar claims or business consistent other claims for personal injury, in each case not in excess of $10,000; (e) assumed, guaranteed, endorsed or otherwise become responsible for the obligations of any Person with past practices, respect to the Business; (f) granted any increase in the rates of pay of employees, consultants compensation or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agentfringe benefits; (jg) Authorized agreed, undertaken, or incurred committed to carry out any capital expenditures in excess investigation, assessment, remediation or response action regarding the presence or possible presence of Five Thousand and No/100 Dollars ($5,000.00)hazardous substances with respect to the Business; (kh) Except except for this Agreement and any other agreement executed and delivered pursuant to this AgreementMaterial Contracts listed on Schedule 3.19, entered into any material transaction other than in agreement, contract, license, lease, arrangement or commitment with respect to the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockBusiness; or (pi) Suffered authorized or entered into any material adverse change binding commitment (whether written or oral) to take any of the types of actions described in the Business or to the Assetsforegoing paragraphs (a) through (h).

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in the course of business; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company Dentist has not, since the Balance Sheet DateDate and in connection with the Business: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (ed) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (fe) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company Dentist since the Balance Sheet Date; (gf) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (hg) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (ih) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (ji) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (kj) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (mk) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its the financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend business of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockBusiness; or (pl) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than Except as set forth disclosed on EXHIBIT 2.16, Company has notSchedule 2.08, since the Balance Sheet DateDecember 31, 2002: (a) Incurred there has been no Material Adverse Change nor has any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into event occurred which could reasonably be expected to result in any contract, lease, license or commitment, except in connection with the performance of this AgreementMaterial Adverse Change; (b) Discharged or satisfied there has not been any material lien or encumbrancepayment of, setting of a record date for, or paid declaration, setting aside or satisfied authorizing the payment of, any material obligation dividend or liability other distribution in respect of any shares of capital stock of the Company or any purchase, repurchase, retirement, redemption or other acquisition by the Company, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (absolutec) there has not been any transfer, accruedissue, contingent sale or otherwise) other disposition by the Company of any shares of capital stock or other securities of the Company other than (i) liabilities shown grants of options to employees, director, consultants or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date independent contractors in the ordinary course of business; (cd) Formed the Company has not materially increased the compensation payable or acquired to become payable, or disposed awarded or paid any bonuses to employees, officers, directors, consultants, advisors, agents, stockholders or representatives of the Company nor has the Company either entered into any interest in employment, deferred compensation, severance or similar agreements (nor amended any corporationsuch agreement) or agreed to materially increase the compensation payable or to become payable by it to any of the Company’s employees, partnershipofficers, joint venture directors, consultants, independent contractors, advisors, agents, stockholders or other entityrepresentatives; (de) Made the Company has not made any payments to loans, advances, guarantees or loaned capital contributions to, or investments in, any money to Person, or acquired any person assets or entity securities of any Person involving more than $50,000 individually or $500,000 in the aggregate, other than ordinary advances for expenses incurred in the ordinary course of business; (ef) Lost there has not been satisfaction or terminated discharge of any employeeLien, patientclaim or encumbrance or payment of any obligation by the Company, customer or supplier except in the ordinary course of business and that has not resulted in a Material Adverse Change; (g) there has not been any termination or may havematerial change to a material contract or arrangement by which the Company or any of its assets is bound or subject; (h) there has not been any resignation or termination of employment of any officers or directors of the Company; (i) the Company has not transferred or granted any rights under any contracts, leases, licenses, agreements or Intellectual Property (as defined in Section 2.11 hereof) used by the Company in its business which could reasonably be expected to result in a Material Adverse Change; (j) the Company has not mortgaged, pledged or subjected to any Lien or encumbrance any of its assets, acquired any assets, or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business consistent with the Company’s past practice or Liens for taxes not yet due or payable; (k) the Company has not canceled or compromised any debt or claim, or amended, canceled, terminated, relinquished, waived or released any contract or right or settled any claim except in the ordinary course of business consistent with past practice, and which, individually or in the aggregate, has not resulted, and could not reasonably be expected to result, in a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunderMaterial Adverse Change; (l) Redeemedthe Company has not incurred any debts, purchasedobligations or liabilities, sold whether due or issued any stockto become due, bonds except current liabilities incurred in the usual and ordinary course of business, none of which current liabilities (individually or other securities;in the aggregate) has resulted in, or could reasonably be expected to result in, a Material Adverse Change; and (m) Experienced damage, destruction the Company has not entered into any agreement or loss commitment (whether contingent or not covered by insuranceotherwise) materially and adversely affecting to do any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assetsforegoing.

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company Seller has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in the ordinary course of business or incurred any indebtedness; (b) Discharged D i s c h arged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute( a b s olute, accrued, contingent or otherwise) other than (i) liabilities l i abilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed Since the Balance Sheet Date and prior to the Closing Date, formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may havehas, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company Seller since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled cancelled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or of business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of CompanySeller; (o) Repurchased, approved any repurchase or agreed to repurchase any of CompanySeller's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16Schedule 3.7, since May 1, 2001, the Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date been operated only in the ordinary course of business and there has not been any (i) material adverse change in the assets, liabilities, financial condition, earnings, properties, business; , customer base or results of operations, (cii) Formed damage, destruction or acquired condemnation with respect to any material asset or disposed property owned, leased or otherwise used by the Company or any Subsidiary, whether or not covered by insurance, (iii) declaration, setting aside or payment of any interest dividend whether in cash, stock or property with respect to the Common Stock or any corporation, partnership, joint venture redemption or other entity; acquisition of the Common Stock by the Company, (div) Made any payments to change by the Company in accounting methods, practices or loaned any money to any person principles, or entity (v) other than material transaction not in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in business entered into by the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes Company or any other liability on its books or otherwise provided thereforSubsidiary. Without limiting the foregoing, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used set forth on Schedule 3.7 and in the conduct of the Business, canceled any debts or claims or waived any rightseach case, except in the ordinary course of business, since May 1, 2001 to the date hereof, neither the Company nor any Subsidiary has: (a) sold, leased, transferred or otherwise disposed of any tangible assets or property related to the business of the Company or canceled, compromised, released or assigned any debt or claim relating to the business of the Company, in each case, in an amount individually in excess of $10,000; (ib) Except created any Lien on any of the assets of the Company; (c) made (or committed to make) capital expenditures in an aggregate amount in excess of $10,000 in any month; (d) instituted, settled or agreed to settle any litigation, action or proceeding before any Governmental Entity, except for settlement of workers' compensation and similar claims or other claims for personal injury, in each case not in excess of $10,000; (e) assumed, guaranteed, endorsed or otherwise become responsible for the ordinary course or business consistent with past practices, obligations of any Person; (f) granted any increase in the rates of pay of employees, consultants compensation or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agentfringe benefits; (jg) Authorized agreed, undertaken, or incurred committed to carry out any capital expenditures in excess investigation, assessment, remediation or response action regarding the presence or possible presence of Five Thousand and No/100 Dollars ($5,000.00)hazardous substances; (kh) Except except for this Agreement and any other agreement executed and delivered pursuant to this AgreementMaterial Contracts listed on Schedule 3.19, entered into any material transaction other than in the ordinary course of business agreement, contract, license, lease, arrangement or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockcommitment; or (pi) Suffered authorized or entered into any material adverse change binding commitment (whether written or oral) to take any of the types of actions described in the Business or to the Assetsforegoing paragraphs (a) through (h).

Subsequent Events. Other than (a) Except as set forth on EXHIBIT 2.16, Company has notin Schedule 4.25(a) (which is subdivided into subsections corresponding to the applicable subsections referenced below in this Section 4.25(a)), since the Balance Sheet Date: (x) Sellers have conducted the Business in the Ordinary Course of Business (including, but not limited to, making maintenance capital expenditures consistent with past practice); (y) there has been no Material Adverse Effect on Sellers; and (z) Sellers have not: (ai) Incurred (A) increased the compensation payable to any material obligation of the Business Employees, except for (1) increases in salary, wages or liability the accrual for or payment of bonuses payable to Business Employees pursuant to an existing Contract (absoluteas in effect on the date of this Agreement and disclosed on Schedule 4.10(a)(i)) or (2) increases in salaries or wages of Business Employees (other than Business Employees who are officers of Sellers), accruedin each case, contingent in the Ordinary Course of Business, (B) granted any severance or otherwise) termination pay to, or entered into or modified any contractemployment, change-in-control, retention, indemnification, non-competition, bonus or severance agreement with, any Business Employees, (C) made any loan to any Business Employee (other than as permitted under the terms of a tax-qualified Benefit Plan); or (D) entered into or modified any Contract with any Business Employee that is not terminable at-will and provides compensation in excess of $[***Redacted – Commercially Sensitive Information***] per year; (ii) except for the sale of inventory in the Ordinary Course of Business and except for any disposition of a property or asset that constitutes a Transferred Asset with a value of less than $250,000, sold, leased, exchanged, mortgaged, pledged, transferred or otherwise encumbered or disposed of, or agreed to sell, lease, license exchange, mortgage, pledge, transfer, cancel, abandon or commitmentotherwise encumber or dispose of, any of the Transferred Assets, or transferred, disposed of or licensed to any Person any material Intellectual Property Assets, except for non-exclusive licenses granted in the Ordinary Course of Business; (iii) created or incurred any Liens on any of the Transferred Assets (except for Permitted Liens); (iv) incurred, assumed or guaranteed any Indebtedness in connection with the performance of this Agreement; Transferred Assets in an aggregate amount exceeding $[***Redacted – Commercially Sensitive Information***], except (bA) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability equipment financing and (absolute, accrued, contingent or otherwiseB) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) unsecured current obligations and liabilities incurred since the Balance Sheet Date in the ordinary course of business; (cv) Formed proposed, adopted or acquired otherwise made effective any amendments or disposed of any interest in any corporation, partnership, joint venture or other entitymodifications to their Governing Documents; (dvi) Made made, changed or revoked any payments Tax election, deferred any Tax pursuant to Section 2302 of the CARES Act or loaned otherwise, entered into any money closing agreement with respect to any person Tax, settled or entity compromised any Tax claim or any assessment or surrendered any right to claim a Tax refund, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, made or requested any Tax ruling, entered into any Tax sharing or similar agreement or arrangement, or amended any Tax Return or taken any position on any Tax Return inconsistent with past practice, initiated any voluntary Tax disclosure or Tax amnesty or similar filings with any Taxing Authority, changed any Tax accounting period or policy, adopted or changed any Tax method of accounting, or taken any action, omitted to take any action or entered into any other transaction that would have the effect of materially increasing the Tax liability or materially reducing any Tax assets of Purchasers in respect of any taxable period ending after the Closing Date, in each case, with respect to the Business or the Transferred Assets; (vii) waived, released, granted or transferred any rights of material value which constitute Transferred Assets, in each case, other than in the ordinary course Ordinary Course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (fviii) Increased settled or established compromised any reserve for taxes or Claim related to any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet DateTransferred Assets; (gix) Mortgagedentered into, pledged amended or subjected modified any Contract with respect to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid with a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockRelated Person; or (px) Suffered adopted a plan of complete or partial liquidation, dissolution or other reorganization, made any material adverse change in assignment for the Business benefit of creditors or to the Assetsvoluntarily entered into any bankruptcy proceeding.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16SCHEDULE 2.14, Company Seller has not, in connection with Seller's Business, since the Balance Sheet Financials Date: (a) Incurred Knowingly incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, relating to Seller's LearnLinc Business, except in connection with the negotiation and performance of this Agreement, other than in the ordinary course of business or knowingly incurred any indebtedness other than in the ordinary course of business; (b) Discharged Knowingly discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability in connection with Seller's LearnLinc Business (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on Seller's balance sheet at the Financials Date (the "Balance Sheet, ") and such as would have a material adverse effect on the Purchased Assets or (ii) liabilities incurred since the Balance Sheet Financials Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier of Seller's LearnLinc Business, that has or may havehas, individually or in the aggregate, had a material adverse effect on its business and such as would have a material adverse effect on the BusinessPurchased Assets; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (gd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Purchased Assets, tangible or intangible; (he) Sold or contracted to sell or transferred or contracted to transfer any of the Purchased Assets or any other assets used in the conduct of the Seller's LearnLinc Business, or canceled any debts or claims or waived any rights, except in the ordinary course of business; (if) Except in the ordinary course or of business consistent with past practices, granted any increase in the rates of pay of employees, consultants independent contractors or agentsagents whose employment relates to Seller's LearnLinc Business, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agentsuch person and such as would have a material adverse effect on the Purchased Assets; (jg) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00)) relating to Seller's LearnLinc Business; (kh) Except for this Agreement and any other agreement agreements executed and delivered pursuant to this Agreement, entered into any material transaction related to Seller's LearnLinc Business other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (mi) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the AssetsSeller's LearnLinc Business, or experienced any other material adverse change in its the financial condition, assetsPurchased Assets, prospects, or liabilities or businessof Seller's LearnLinc Business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (pj) Suffered any material adverse change in the related to Seller's LearnLinc Business or to the Purchased Assets.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16SCHEDULE 2.14, Company Seller has not, in connection with Seller's Business, since the Balance Sheet Financials Date: (a) Incurred Knowingly incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, relating to Seller's Business, except in connection with the performance of this Agreement, other than in the ordinary course of business or knowingly incurred any indebtedness; (b) Discharged Knowingly discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability in connection with Seller's Business (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on Seller's balance sheet at the Financials Date (the "Balance Sheet, ") or (ii) liabilities incurred since the Balance Sheet Financials Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier of Seller's Business, that has or may havehas, individually or in the aggregate, had a material adverse effect on the Businessits business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (gd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Purchased Assets, tangible or intangible; (he) Sold or contracted to sell or transferred or contracted to transfer any of the Purchased Assets or any other assets used in the conduct of the Seller's Business, or canceled any debts or claims or waived any rights, except in the ordinary course of business; (if) Except in the ordinary course or of business consistent with past practices, granted any increase in the rates of pay of employees, consultants independent contractors or agentsagents whose employment relates to Seller's Business, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agentsuch person; (jg) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00)) relating to Seller's Business; (kh) Except for this Agreement and any other agreement agreements executed and delivered pursuant to this Agreement, entered into any material transaction related to Seller's Business other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (mi) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the AssetsSeller's Business, or experienced any other material adverse change in its the financial condition, assetsPurchased Assets, prospects, or liabilities or businessof Seller's Business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (pj) Suffered any material adverse change in the related to Seller's Business or to the Purchased Assets.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16Exhibit 3.14 to the Rotech Disclosure Schedule or as contemplated by this Plan of Merger, Company Rotech has not, since the date of the Rotech Balance Sheet DateSheet: (aA) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreementadverse change; (bB) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent contingent, or otherwise) other than (i) liabilities shown or reflected on the Rotech Balance Sheet, Sheet or (ii) liabilities incurred since the date of the Rotech Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (fC) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or from operations of Company Rotech since the date of the Rotech Balance Sheet Datein the ordinary course of business; (gD) Mortgaged, pledged pledged, or subjected to any lien, charge or other encumbrance any of the Assetsassets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any , other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except than in the ordinary course of business; (iE) Except Acquired any assets, securities, or businesses in the ordinary course excess of $5,000,000 in any one transaction or business consistent with past practicessold or transferred any material assets, granted canceled any material debts or claims or waived any material rights; (F) Granted any general or uniform increase in the rates of pay of employeesemployees or granted any material increase in salary payable or to become payable by Rotech to any officer or employee, consultants consultant, or agentsagent (except as provided by contract or bonus plan), or by means of any bonus or pension plan, contract contracts, or other commitment, increased in a material respect the compensation of any Director, officer, employee, consultant or agent, provided that the foregoing shall not apply to the payment of bonuses to non-officer employees of Rotech in the ordinary course of business; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (kG) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted hereunderbusiness; (lH) Redeemed, purchased, sold or issued Issued any stock, bonds bonds, or other securities or any options or rights to purchase any of its securities other than in connection with existing agreements; provided that, prior to the Effective Time, (i) Rotech shall be permitted to issue additional options to employees for the purchase of up to 100,000 shares at an exercise price of not less than the market value of such stock as of the respective dates on which such options are granted, (ii) Rotech shall be permitted to issue an aggregate of up to 750,000 shares of its capital stock in connection with acquisitions of assets, securities, and businesses, and (iii) Rotech shall be permitted to issue up to 20,000 additional shares of its capital stock in the aggregate for any other purpose; (mI) Experienced damageSuffered the loss of, destruction terminated or modified any contract to which Rotech or a Rotech Subsidiary is party involving more than $250,000 of annual revenue or expense other than in accordance with their terms; (J) Declared, set aside, or paid any dividend or made any other distribution or payment with respect to any shares of its capital stock or, directly or indirectly, redeemed, repurchased, or otherwise acquired any shares of its capital stock or made any commitment for any such action; (K) Suffered any material casualty or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (nL) Declared or paid a distribution, payment or dividend of Made any kind on the capital stock of Companymaterial change in applicable accounting principles; (oM) RepurchasedClosed any location from which it operated its business, approved any repurchase or agreed to repurchase any except in the ordinary course of Company's capital stockbusiness; or (pN) Suffered Entered into any material adverse change in agreement or commitment to do any of the Business or to the Assetsforegoing.

Subsequent Events. Other than as set forth on EXHIBIT 2.16Since September 30, Company has not2009, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date Target and its Subsidiaries have conducted their respective businesses in the ordinary course Ordinary Course of business; (c) Formed Business, and there has not been any event, development or acquired state of facts or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier circumstances that has or may haveresulted in, individually or in the aggregate, a material adverse effect on Material Adverse Change. Except as set forth in Section 4(h) of the Disclosure Schedule, without limiting the generality of the foregoing, since that date: (i) neither Target nor any of its Subsidiaries have sold, leased, transferred, licensed or assigned any assets of Target or any of its Subsidiaries, tangible or intangible, other than in the Ordinary Course of Business; (fii) Increased neither Target nor any of its Subsidiaries have entered into, amended, terminated or established accelerated any reserve for taxes or any Material Contract, other liability on its books or otherwise provided therefor, except as may have been required due to income or operations than in the Ordinary Course of Company since the Balance Sheet DateBusiness; (giii) Mortgaged, pledged or subjected to any lien, charge or no Liens (other encumbrance than Permitted Liens) have been imposed upon any of the Assetsproperties or assets, tangible or intangible, of the Target or any of its Subsidiaries; (hiv) Sold or contracted to sell or transferred or contracted to transfer any the Target and each of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of businessits subsidiaries has made all capital expenditures consistent with its capital expenditure budget for 2009 calendar year; (iv) Except in the ordinary course neither Target nor any of its Subsidiaries has transferred, assigned, or business consistent with past practices, granted any increase in the rates of pay of employees, consultants license or agents, or by means sublicense of any bonus material rights under or pension plan, contract or other commitment, increased the compensation of with respect to any officer, employee, consultant or agentTarget Intellectual Property; (jvi) Authorized neither Target nor any of its Subsidiaries has created, incurred, assumed or incurred any capital expenditures Indebtedness other than pursuant to the line of credit with Cratos CLO I, Ltd. (or its successor in excess of Five Thousand and No/100 Dollars ($5,000.00interest or Affiliates); (kvii) Except for this Agreement and any other agreement executed and delivered pursuant there has been no change or amendment made to this Agreement, entered into any material transaction other than or authorized in the ordinary course Organizational Documents of business Target or permitted hereunderany of its Subsidiaries; (lviii) Redeemedneither the Target nor any of its Subsidiaries have issued, purchasedsold, sold or issued otherwise disposed of any stockequity interests or any notes, bonds or other securitiesdebt securities or securities convertible into, or exchangeable for, any of their equity interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of their equity interests; (mix) Experienced Neither Target nor any of its Subsidiaries have declared, set aside, or paid any dividend or made any distribution with respect to their equity interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of their equity interests; (x) Neither Target nor any of its Subsidiaries has experienced any material damage, destruction destruction, or loss (whether or not covered by insurance) materially and adversely affecting to their property; (xi) Neither Target nor any of its properties, assets or business or the Business or the AssetsSubsidiaries has made any loan to, or experienced entered into any other transaction with, Sellers or with any of directors, officers, and employees of Target or any of its Subsidiaries; (xii) Neither Target nor any of its Subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such contract or agreement; (xiii) Neither Target nor any of its Subsidiaries has granted any increase in the compensation or benefits of any of their directors, managers, officers, and employees, except for increases in compensation or benefits in the Ordinary Course of Business to employees who are not directors, managers or officers; (xiv) Except for the termination of the Phantom Equity Plan as provided in Section 2(c) above, neither Target nor any of its Subsidiaries have adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of their current or former directors, managers, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xv) Neither Target nor any of its Subsidiaries has made any other material adverse change in employment terms for any of their directors, managers, officers, and employees outside the Ordinary Course of Business; (xvi) Neither Target nor any of its Subsidiaries has made any loans or advances of money other than advances to directors, managers, officers an employees of travel and similar expenses incurred in the Ordinary Course of Business; (xvii) Neither Target nor any of its Subsidiaries has cancelled, waived or released any material debts, rights or claims, except in the Ordinary Course of Business; (xviii) Neither Target nor any of its Subsidiaries has made any change in accounting principles, methods or practices (including any change in depreciation or amortization policies or rates); (xix) Neither Target nor any of its Subsidiaries has made any change in its financial conditioncash management practices or policies (including the timing of collection of receivables and payment of payables and other current liabilities) or change in the maintenance of its books and records, assets, prospects, liabilities or businessother than alterations made in the Ordinary Course of Business; (nxx) Declared Neither Target nor any of its Subsidiaries has made any tax election or paid a distribution, payment or dividend of entered into any kind on the capital stock of Company;tax sharing agreement; and (oxxi) Repurchased, approved any repurchase or agreed to repurchase Neither Target nor any of Company's capital stock; or (p) Suffered its Subsidiaries has committed or become obligated to undertake any material adverse change in of the Business or to the Assetsforegoing.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16Schedule 2.15, the Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in the ordinary course of business; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than than (i) liabilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may havehas, individually or in the aggregate, a material adverse effect on the Businessits business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of the Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets of the Company, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled Company's business or cancelled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Ten Thousand and No/100 Dollars ($5,000.0010,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assetsbusiness, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of the Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of the Company's capital stock; or (p) Suffered any material adverse change in the Business business of the Company or to the Assetsassets of the Company.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16Schedule 5.3(v) hereto, since September 30, 1996, Company has not, since the Balance Sheet Date: (ai) Incurred created or suffered to exist any material obligation liens or liability (absoluteencumbrances with respect to any of its assets which have not been discharged, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreementother than liens for nondelinquent taxes; (bii) Discharged sold or satisfied transferred any material lien of its assets or encumbranceproperty (including sales and transfers to ▇▇▇▇▇ or any of the Affiliates), or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date sale of inventories of products of Company sold in the ordinary course of businessthe business of Company; (ciii) Formed suffered any material loss, or acquired or disposed material interruption in use, of any interest in any corporationof its assets or properties (whether or not covered by insurance), partnershipon account of fire, joint venture flood, riot, strike or other entityhazard or Act of God; (div) Made suffered any payments material and adverse change in its financial condition, business, operations, assets or business prospects; (v) written off any equipment as unusable or obsolete or for any other reason; (vi) waived any rights that would have a material and adverse effect on the financial condition, business, operations, assets or business prospects of Company; (vii) paid ▇▇▇▇▇ or any Affiliate or been charged by ▇▇▇▇▇ or any Affiliate for goods sold or services rendered, or paid ▇▇▇▇▇ or any Affiliate or been charged by any Affiliate for corporate overhead expenses, management fees, legal or accounting fees, capital charges, or similar charges or expenses; 22 (viii) paid, declared or set aside any dividends or other distributions on its securities of any class, or purchased, exchanged or redeemed any of its securities of any class; (ix) incurred or committed to incur any individual capital expenditures in excess of $5,000 or loaned in the aggregate in excess of $20,000; (x) incurred any money indebtedness for borrowed money; (xi) paid any compensation or bonus to any person or entity other than ▇▇▇▇▇ except in the ordinary course of business; (e) Lost business or terminated any employee, patient, customer or supplier that has or may have, individually or in increased the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected compensation payable to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, employee except in the ordinary course of business; (ixii) Except in the ordinary course paid or business consistent with past practicesincurred any management or consulting fees, granted any increase in the rates of pay of employees, consultants which fees do not include legal or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agentaccounting fees; (jxiii) Authorized or incurred hired any capital expenditures employee for an annual salary in excess of Five Thousand and No/100 Dollars ($5,000.00)50,000 other than employees identified on Schedule 5.3(z) hereto; (kxiv) Except made any change in its Articles of Incorporation or Bylaws, except for this Agreement and any other agreement executed and delivered the filing of Articles of Merger pursuant to this Agreementwhich Acquisition will merge with and into Company; (xv) merged or consolidated or agreed to merge or consolidate with or into any corporation or other entity, other than Acquisition; and (xvi) without limitation by the enumeration of any of the foregoing, entered into any material transaction other than in the usual and ordinary course of business (the foregoing representation and warranty shall not be deemed to be breached by virtue of the entry by ▇▇▇▇▇ and/or Company into this Agreement or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially ▇▇▇▇▇ and adversely affecting any of its properties, assets or business Company consummating the Merger or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assetstransactions contemplated hereby).

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16in Schedule 3.10 hereto or as contemplated by this Agreement or the Pre-Closing Transactions, the Company has and its Subsidiaries have not, since the Balance Sheet DateDecember 31, 1997: (a) Incurred Operated other than in the ordinary course of business, consistent with past practice except as necessary to consummate the transactions contemplated herein. (b) Discharged or satisfied any material lien or encumbrance, or paid, in each case, prior to the time it is due and payable, any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contractwhich would have a Material Adverse Effect on the Company, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance SheetSheets or which are required to be discharged, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business;satisfied or paid by any Law. (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefortherefor which would have a Material Adverse Effect, except as may have been required due with respect to income or operations of the Company or any of its Subsidiaries since the Balance Sheet Date;December 31, 1997 or as may be required under any mortgages. (gd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets, tangible or intangible;, which assets are material to the consolidated business or financial condition of the Company and its Subsidiaries, other than Permitted Liens (as hereinafter defined). (he) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in material to the conduct consolidated business of the BusinessCompany and its Subsidiaries, canceled any material debts or claims or waived any material rights, except other than in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted practice. (f) Granted any general or uniform increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business consistent with past practice, or permitted hereunder; (l) Redeemed, purchased, sold any material increase in salary payable or issued any stock, bonds to become payable by the Company or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its propertiesSubsidiaries to any officer, assets director, warden, assistant warden or business any similar administrator of a facility or the Business group of employees, consultant or the Assets, agent (other than normal increases consistent with past practices or experienced as required under any other material adverse change in its financial condition, assets, prospects, liabilities or business;existing employment agreement). (ng) Declared Entered into any material transaction other than permitted under other sections of this Agreement or paid a distribution, payment or dividend in the ordinary course of any kind on the capital stock of Company;business consistent with past practice. (oh) Repurchased, approved any repurchase Incurred or agreed to repurchase incur any of Company's capital stock; or (p) Suffered any material adverse change indebtedness for borrowed money, other than in the Business or to the Assetsordinary course of business consistent with past practice.

Subsequent Events. Other than as set forth on EXHIBIT 2.16Since July 1st, Company has not, since the Balance Sheet Date1997 there have not been: (a) Incurred any events which, individually or in the aggregate, had or could have a material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitmentAdverse Effect, except in connection with to the performance extent that such Adverse Effect is a consequence of the transactions contemplated by this AgreementAgreement or the announcement thereof; (b) Discharged any debts incurred as a consequence of money borrowed by Verplast other than debts incurred in the ordinary course of business or satisfied any material lien or encumbrancesecurity interest granted by Verplast; 13 (c) any sale of any of Verplast's assets, other than sales of inventory in the ordinary course of business and sales of equipment made in the ordinary course of business due to the replacement or abandonment thereof; (d) any capital expenditures paid, incurred or committed to Verplast, other than capital expenditures incurred in the ordinary course of business which do not exceed Lire 100.000.000 (hundred million) for any individual item or group of related items; (e) any dividend, payment or other distribution with respect to any of the Shares or any payment made or benefit granted, under whatever forms and to any title, by Verplast to any of its shareholders or to any party connected with its shareholders; (f) any loan to or investment in, or paid acquisition of any securities or satisfied assets of any material obligation other person or liability (absoluteentity, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date purchase of inventory and supplies in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates rate of pay compensation or material increase in the benefits payable or to become payable to any of employeesthe Verplast's Directors, consultants officers or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; employees (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than raises made in the ordinary course of business to employees who are not directors or permitted hereunder; (lofficers provided that such raise to any such employee shall not exceed 10% of the base compensation of such employee in effect at the date of execution of this Agreement or unless such raises are due under applicable labor laws and regulations or Collective Bargaining Agreements) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting material change to any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend terms of employment of any kind on the capital stock of Company; (o) RepurchasedVerplast's Directors, approved any repurchase officers or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assetsemployees.

Subsequent Events. Other than Except as set forth described on EXHIBIT 2.16, Company has notSchedule 4.9 hereto, since the Balance Sheet DateDecember 31, 1995: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreementthere has been no Material Adverse Effect; (b) Discharged the Company has not declared, set aside or satisfied paid any material lien or encumbrancedividend on, or paid made any distribution of property or satisfied cash in respect of, any material shares of Company Common Stock; (c) neither the Company nor any Subsidiary has sold, or directly or indirectly redeemed, purchased or otherwise acquired, any shares of Company Common Stock; (d) excluding Shareholder Expenses and other expenses or liabilities relating to the transactions contemplated by this Agreement, and expenses incurred by the Company in connection with its exploration of a possible sale of the Company, neither the Company nor any Subsidiary has incurred any obligation or liability (absolutefixed or contingent), accrued, contingent except normal trade or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities business obligations incurred since the Balance Sheet Date in the ordinary course of business, which has had a Material Adverse Effect; (ce) Formed neither the Company nor any Subsidiary has discharged or acquired satisfied any Lien or disposed of paid any interest in any corporationobligation or liability (fixed or contingent), partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established neither the Company nor any reserve for taxes or any other liability on its books Subsidiary has mortgaged, pledged or otherwise provided therefor, except as may have been required due contractually subjected to income a Lien any of its assets or operations of Company since the Balance Sheet Dateproperties (whether tangible or intangible); (g) Mortgagedother than in the ordinary course of business, pledged neither the Company nor any Subsidiary has sold, assigned, transferred, leased or subjected otherwise disposed of, or agreed to any liensell, charge assign, transfer, lease or other encumbrance otherwise dispose of, any of its assets, or acquired or leased (other than by a renewal of an existing lease) any assets or made any capital expenditures or committed to make any capital expenditures which individually, or in the Assetsaggregate with respect to a series of related capital expenditures, tangible or intangibleexceeded $20,000; (h) Sold neither the Company nor any Subsidiary has cancelled or contracted to sell compromised any debt or transferred or contracted to transfer any of the Assets or any claim, other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except than in the ordinary course of business; (i) Except neither the Company nor any Subsidiary has waived or released any claims or rights of material value or, except in the ordinary course or business consistent with past practicesof business, granted modified any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agentagreement; (j) Authorized neither the Company nor any Subsidiary has made, agreed to make, or incurred announced any capital expenditures general change in wages, compensation or employee benefits or any change in the wages, compensation or employee benefits of any employee whose total annual compensation is in excess of Five Thousand and No/100 Dollars ($5,000.00)50,000, entered into any employment contract with any officer or employee involving an annual rate of compensation in excess of $50,000 or which is not terminable without liability by it on thirty days' notice or less, or made any loan to, or entered into any transaction of any other nature with, any officer, director or Shareholder of the Company or any Subsidiary; (k) Except for neither the Company nor any Subsidiary has made any change in, or materially increased the persons covered by, any bonus, incentive compensation, deferred compensation, profit-sharing, stock option, stock purchase, stock award, severance pay, retirement, pension, group insurance, disability, death benefit or other employee benefit plans, trust agreements or arrangements; (l) neither the Company nor any Subsidiary has conducted its business or entered into any transaction, contract or commitment, except this Agreement and any other agreement executed the transactions contemplated hereby (and delivered pursuant to this Agreementcontracts and commitments incidental thereto), entered into any material transaction other than in the ordinary course of business or permitted hereunder; business, consistent with past management practices (l) Redeemedincluding, purchasedwithout limitation, sold or issued any stockmanagement of inventory, bonds or other securitiescollection of accounts receivable, payment of accounts payable and timing of receipts and disbursements of cash); (m) Experienced damage, destruction neither the Company nor any Subsidiary has suffered any casualty loss or loss damage (whether or not such loss or damage shall have been covered by insurance) materially and adversely affecting which affects the ability of the Company or any of Subsidiary to conduct its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared neither the Company nor any Subsidiary has terminated, discontinued, closed or paid a distribution, payment or dividend disposed of any kind on the capital stock of Companyplant, facility or business operation; (o) Repurchasedneither the Company nor any Subsidiary has introduced any material change with respect to the operation of its business, approved any repurchase including its method or agreed practice of accounting (other than adjustments to repurchase any of Company's capital stock; orthe Interim Financial Statements set forth on Schedule 4.6(A) hereto); (p) Suffered neither the Company nor any material adverse change Subsidiary has increased the carrying value of any of its assets (whether tangible or intangible); (q) neither the Company nor any Subsidiary has suffered any extraordinary loss (as that term is defined in APB Opinion No. 30); (r) neither the Company nor any Subsidiary has issued, sold or otherwise disposed of any shares of Company Common Stock or any evidences of indebtedness or other securities of the Company or any Subsidiary; (s) neither the Company nor any Subsidiary has granted or made any options, warrants, calls, rights, commitments or any other agreements of any character obligating it to issue any shares of Company Common Stock or evidences of indebtedness or other securities of the Company or any Subsidiary; (t) neither the Company nor any Subsidiary has had any customer or customers terminate its or their relationship with it or suffered any deterioration in its relationship with any customer or customers the effect of which individually, or in the Business aggregate, has had, or may reasonably be expected to have, a Material Adverse Effect; (u) neither the AssetsCompany nor any Subsidiary has made any loans or advances to any person, firm or corporation including, without limitation, to any of its officers, directors or Shareholders or any affiliate thereof, other than loans or advances by the Company to its Subsidiaries, loans and advances made from time to time by the Company to its employees (excluding any officer, director or Shareholder of the Company) which loans and advances, in the aggregate, are immaterial in amount, and trade credit extended by the Company in the ordinary course of business; (v) neither the Company nor any Subsidiary has otherwise taken any action, which action if taken after the date hereof, would require consent under Section 6; and (w) except as otherwise disclosed on the Schedules, neither the Company nor any Subsidiary has entered into any agreement to do any of the foregoing.

Subsequent Events. Other than None of Seller, the Seller Subs, the Practices or the ASC's have (except as set forth on EXHIBIT 2.16, Company has notwould not affect the Assets or the Business to any material degree), since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in the ordinary course of business or incurred any indebtedness; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has has, or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes Taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company Seller in the ordinary course of business since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible, except in the ordinary course of business; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled cancelled any debts or claims or waived any rights, except in the ordinary course of businessbusiness or except as set forth in Exhibit 3.15(h); (i) Except in the ordinary course or of business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Ten Thousand and No/100 Dollars ($5,000.0010,000.00) or which together aggregate more than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than except as set forth in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.Exhibit 3.15

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in course of business; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16disclosed herein, since the date of the Centrasia Financial Statements, the Company has not, since the Balance Sheet Date: (a) Incurred declared, made or committed itself to make any material obligation payment of any dividends or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except other distribution in connection with the performance respect of this Agreementits shares; (b) Discharged subdivided, consolidated or satisfied any material lien or encumbrancereclassified, or paid redeemed, purchased or satisfied otherwise acquired or agreed to acquire any material obligation of its shares; (c) transferred, assigned, sold or liability (absoluteotherwise disposed of any of its assets or cancelled any debts or claims except, accruedin each case, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary and usual course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made incurred or assumed any payments to obligations or loaned any money to any person liability (fixed or entity other than contingent), except unsecured current obligations and liabilities incurred in the ordinary and usual course of business; (e) Lost issued or terminated sold any employeeshares in its capital or any warrants, patientbonds, customer debentures or supplier that has its other corporate securities or may haveissued, individually granted or in delivered any right, option or other commitment for the aggregate, a material adverse effect on the Businessissuance of any such securities; (f) Increased discharged or established satisfied any reserve for taxes Lien or paid any obligation or Liability other liability on its books or otherwise provided therefor, except as may have been required due to income or operations than liabilities incurred in the ordinary and usual course of Company since the Balance Sheet Datebusiness; (g) Mortgagedsuffered an operational loss or any extraordinary loss, pledged waived, surrendered or omitted to take any action in respect of any rights of substantial value, or entered into any commitment or transaction not in the ordinary and usual course of business; (h) made or otherwise authorized or agreed to any changes in any Material Contract that could have a material effect on it; (i) paid any bonuses, pensions, share of profits or similar benefits (whether monetary or otherwise) or made any general wage or salary increases in respect of personnel which it employs, consultants, Persons contracted to provide services to it, its directors or former directors; (j) mortgaged, pledged, subjected to any lienLien, charge granted a security interest in or other encumbrance otherwise encumbered any of the Assetsits assets, whether tangible or intangible; (hk) Sold made any gift of money or contracted to sell or transferred or contracted to transfer of any of the Assets or its assets to any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunderPerson; (l) Redeemedexperienced any material changes in the condition (financial or otherwise), purchasedits assets, sold Liabilities, operations, earnings, business or issued any stock, bonds or other securitiesprospects; (m) Experienced experienced any material damage, destruction or loss loss, labour trouble or other events, development or condition (whether or not covered by insurance) materially and adversely affecting any of which has or may have a material affect on its propertiesassets, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, future prospects, liabilities or business; (n) Declared made any payment, discharge or paid a distribution, payment or dividend satisfaction of any kind on Lien, Liability or obligation (whether absolute, accrued, contingent or otherwise, and whether due or to become due) other than payment of accounts payable and tax liabilities incurred in the capital stock of Companyordinary and normal course business and consistent with past practice; (o) Repurchasedmade any licence, approved any repurchase sale, assignment, transfer, disposition, pledge, mortgage of or agreed to repurchase granting a security interest or other Lien on or over any of Company's its assets, other than in the ordinary and normal course of business; (p) made any write-off as uncollectible of any accounts receivable or any portion thereof; (q) had any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value; (r) made any loan to, or engaged in any other transaction with, any of its employees, officers or directors or former employees, officers or directors; (s) made any capital stockexpenditures or commitments that have not been consented to by the Purchaser; (t) made any change in the accounting or tax practices followed by it; or (pu) Suffered authorized, agreed or otherwise become committed to do any material adverse change in of the Business or to the Assetsforegoing.

Subsequent Events. Other than Except as (a) set forth on EXHIBIT 2.163.11 to the Disclosure Schedule, Company has not(b) disclosed in the Horizon/CMS Documents (c) contemplated by this Plan of Merger or (d) otherwise consented to in writing by HEALTHSOUTH, none of Horizon/CMS, any Horizon/CMS Subsidiary nor any Horizon/CMS Other Entity has, since the date of the Horizon/CMS Balance Sheet DateSheet: (ai) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreementadverse change; (bii) Discharged except as required hereby, amended its Articles or Certificate of Incorporation or Bylaws, if any; (iii) extended credit to anyone or guaranteed the obligation of any person, firm or corporation (other than Horizon/CMS or any Horizon/CMS Subsidiary or Horizon/CMS Other Entity) in an amount that, in either case, is material to Horizon/CMS except in the ordinary course of business consistent with prior practice; (iv) discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (ia) liabilities shown or reflected on the Horizon/CMS Balance Sheet, Sheet or (iib) liabilities incurred since the date of the Horizon/CMS Balance Sheet Date in the ordinary course of business; (c) Formed , which discharge or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, satisfaction would have a material adverse effect on the BusinessHorizon/CMS; (fv) Increased increased or established any reserve for taxes or any other liability on its books or otherwise provided therefortherefor which would have a material adverse effect on Horizon/CMS, except as may have been required due relates to income or the consolidated results of operations of Company Horizon/CMS since the date of the Horizon/CMS Balance Sheet DateSheet; (gvi) Mortgaged, pledged sold or subjected to any lien, charge or other encumbrance transferred any of the Assetsits material assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer , cancelled any of the Assets or any other assets used in the conduct of the Business, canceled any material debts or claims held by it or waived any of its material rights, except in the ordinary course of business; (ivii) Except in mortgaged, pledged or subjected to any security interest any of its material assets, tangible or intangible, other than as required under the ordinary course existing provisions of Horizon/CMS's primary credit facility; (viii) entered into any employment contract which is not terminable upon notice of 30 days or business consistent with past practicesless, at will, and without penalty to Horizon/CMS except as provided herein or granted any general or uniform increase in the rates of pay of employeesemployees or granted any increase in salary payable or to become payable by Horizon/CMS to any officer of Horizon/CMS or, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant officer of Horizon/CMS or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course agreements providing for compensation to any officer or employee of business Horizon/CMS, any Horizon/CMS Subsidiary or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse Horizon/CMS Other Entity based upon a change in its financial condition, assets, prospects, liabilities or businesscontrol of Horizon/CMS; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than None of Seller, the Seller Subs, the Practices ----------------- or the ASC's have (except as set forth on EXHIBIT 2.16, Company has notwould not affect the Assets or the Business to any material degree), since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in the ordinary course of business or incurred any indebtedness; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has has, or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes Taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company Seller in the ordinary course of business since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible, except in the ordinary course of business; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled cancelled any debts or claims or waived any rights, except in the ordinary course of business;business or except as set forth in Exhibit 3.15(h); --------------- (i) Except in the ordinary course or of business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Ten Thousand and No/100 Dollars ($5,000.0010,000.00) or which together aggregate more than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00);, except as set forth in Exhibit 3.15(i) attached hereto; --------------- (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (nm) Declared or paid a distribution, payment or dividend of any kind on the its respective capital stock of Companyor other securities, as the case may be; (on) Repurchased, approved any repurchase or agreed to repurchase any of Company's its respective capital stock; orstock or securities, as the case may be; (o) Collected accounts receivable in a manner outside the ordinary course of business or not consistent with past practice; (p) Suffered or caused to be suffered, or taken any action that may result in, any material adverse change in the Business or to the Assets; or (q) Effected any material change in Seller's respective accounting principles, practices or methods as they relate to the Business or the Division.

Subsequent Events. Other than Since the Balance Sheet Date, each Subject Company has‌ Business and (ii) used its commercially reasonable efforts to preserve the goodwill and organization of its business and its relationships with its customers, vendors, employees and other Persons having business relations with such Subject Company. Except as set forth on EXHIBIT 2.16Schedule 3.10, no Subject Company has nothas, since the Balance Sheet Date: (a) Incurred incurred any material uninsured obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement); (b) Discharged discharged or satisfied any material lien or encumbranceEncumbrance, or paid or satisfied or agreed to extend any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course Ordinary Course of businessBusiness; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased increased or established any reserve for taxes Taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of such Subject Company since the Balance Sheet DateDate in the Ordinary Course of Business; (gd) Mortgagedmade or revoked any material Tax election, adopted or changed any material Tax accounting method, settled or compromised any material Tax assessment or deficiency, surrendered any right to a material Tax refund, filed an amended Tax Return, or consented to an extension or waiver of any statute of limitations with respect to Taxes; (e) mortgaged, pledged or subjected to any lien, charge or other encumbrance Encumbrance any of the AssetsSubject Company’s assets, tangible or intangible, or any of the Purchased Interests; (hf) Sold sold, transferred, assigned, leased or contracted to sell or transferred or contracted to transfer licensed any of the Assets or any other assets used in the conduct of the BusinessSubject Company’s assets, canceled cancelled any debts or claims Claims, or waived any material rights, except in the ordinary course of business; (ig) Except in the ordinary course or business consistent with past practices, granted any general or uniform increase or decrease in the rates of pay of employeesemployees or contractors of any Subject Company or any increase or decrease in any salary, consultants compensation, bonus, insurance, pension or agentsother benefit payable, or to become payable, by means of any bonus or pension planSubject Company to any director, contract or other commitmentmanager, increased the compensation of any officer, employee, contractor, consultant or agentagent (other than normal merit increases in the Ordinary Course of Business), or adopted or entered into any Contract with respect to any of the foregoing; (jh) Authorized established, amended or incurred terminated any Company Plan; (i) authorized any capital expenditures in excess of Five Thousand USD $10,000; (j) failed to maintain working capital in the Ordinary Course of Business (including any failure to pay accounts payable, employees or contractors, or failure to reserve for accrued liabilities such as payroll Taxes and No/100 Dollars ($5,000.00)employee benefits) or failed to bill and collect for services provided by the Business in accordance with past practices; (k) Except changed any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure; (l) entered into any material transaction, except for this Agreement and any other agreement Contract executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (lm) Redeemed, purchased, sold or issued any stockEquity Interests, bonds or other securities; (mn) Experienced damageauthorized, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assetsmade, or experienced declared any other material adverse change in its financial condition, assets, prospects, liabilities distribution or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Companydividend; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockexperienced a Material Adverse Effect; or (p) Suffered entered into any material adverse change in Contract regarding the Business or to the Assetsforegoing.

Subsequent Events. Other than Except as expressly contemplated by this Agreement or as set forth on EXHIBIT 2.16, Company has notin Schedule 3.27 (which is subdivided into subsections corresponding to the applicable subsections referenced below in this Section 3.27), since the Balance Sheet Date: (a) the Acquired Entities have conducted their businesses in the Ordinary Course of Business; (b) there has been no Material Adverse Effect on the Acquired Entities; and (c) the Acquired Entities have not: (ai) Incurred (A) increased the compensation payable to any material obligation of its managers, officers or liability employees, except for (absolute1) increases in salary, accruedwages or the accrual for or payment of bonuses payable to employees pursuant to an existing Contract or (2) increases in salaries or wages of employees, contingent in each case, in the Ordinary Course of Business, (B) granted any severance or otherwise) termination pay to, or entered into or modified any contractemployment, change-in-control, retention, indemnification, non-competition, bonus or severance agreement with, any of its directors, officers or employees, (C) hired any new employees unless such hiring is in the Ordinary Course of Business, (D) made any loan to any employee or other service provider or (E) adopted or amended in any material respect any Benefit Plan except as may be required by applicable Law or pursuant to a Contract in effect and previously disclosed as of the date hereof; (ii) (A) redeemed, repurchased, or otherwise reacquired any Equity Securities, (B) declared, set aside or paid any dividends on, or made any other distributions (whether in cash, stock or property) in respect of, any Equity Securities or (C) liquidated, dissolved or effected any reorganization or recapitalization; (iii) (A) acquired or agreed to acquire, or merged or consolidated with, by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquired or agreed to acquire any assets of any other Person (other than purchases of property in the Ordinary Course of Business), (B) entered into any joint venture, partnership or other similar arrangement, or (C) made or committed to make any investments in or with any Person other than short-term liquid investments; (iv) sold, leased, exchanged, mortgaged, pledged, transferred or otherwise encumbered or disposed of, or agreed to sell, lease, license exchange, mortgage, pledge, transfer or commitmentotherwise encumber or dispose of, any of the Assets with a book value in excess of $10,000, except for the disposition of obsolete or damaged Assets in the Ordinary Course of Business, or transferred or licensed to any Person any material rights in or to Company IP other than grants of rights to customers of the Acquired Entities in the Ordinary Course of Business; (v) created or incurred any Liens on any of the Assets (except for Permitted Liens) or, without duplication of the foregoing, Equity Securities in any Acquired Entity; (vi) incurred, assumed or guaranteed any Indebtedness, except in connection the Ordinary Course of Business with the performance of this Agreementrespect to revolving credit facilities; (bvii) Discharged entered into, amended or modified in any material respect or terminated any Material Contract (other than an automatic termination or expiration thereof pursuant to the terms of such applicable Material Contract); (viii) adopted any amendments or modifications to its Governing Documents; (ix) made any material change in any of its methods of accounting or in any accounting policy, except as may be required by Law, or made any material reclassification of its assets or liabilities; (x) made, or agreed to make, any capital expenditures, capital additions or capital improvements in excess of $50,000; (xi) made, changed or revoked any material Tax election, entered into any closing agreement with respect to any Tax, settled any Tax claim or any assessment or surrendered any right to claim a Tax refund, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, made or requested any Tax ruling, entered into any Tax sharing or similar agreement or arrangement (other than any such agreement or arrangement that does not principally relate to Taxes), or amended any material Tax Return; (xii) paid, discharged or satisfied any material lien or encumbranceLiabilities in excess of $50,000 individually, or paid waived, released, granted or satisfied transferred any rights of material obligation or liability (absolutevalue, accruedin each case, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course Ordinary Course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (fxiii) Increased settled or established compromised any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations Claim in excess of Company since the Balance Sheet Date$50,000; (gxiv) Mortgagedaccelerated the collection of receivables, pledged delayed the payment of payables, otherwise managed its working capital except in the Ordinary Course of Business, or subjected to modified its billing practices in any lien, charge or other encumbrance any of the Assets, tangible or intangiblematerial respect except as required by Law; (hxv) Sold entered into, amended or contracted to sell or transferred or contracted to transfer modified any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of businessContract with a Related Person; (ixvi) Except in the ordinary course adopted a plan of complete or business consistent with past practicespartial liquidation, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract dissolution or other commitmentreorganization, increased made any assignment for the compensation benefit of any officer, employee, consultant creditors or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, voluntarily entered into any material transaction bankruptcy proceeding; or (xvii) introduced any change in the types, nature, composition or quality of products or services offered by any Acquired Entity, or made any change in product specifications or prices or terms of distribution of such products, in each case, other than in the ordinary course Ordinary Course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the AssetsBusiness.

Subsequent Events. Other than as set forth on EXHIBIT 2.16Since June 30, Company has not, since the Balance Sheet Date2009: (a) Incurred any material obligation there has been no event or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement;occurrence which has had a Material Adverse Effect on Sitrick Co; and (b) Discharged except as expressly contemplated by this Agreement or satisfied any material lien or encumbrancethe Contribution Agreement, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than Sitrick Co has not: (i) liabilities shown incurred any material Indebtedness, made any material loans or reflected on advance to any Person, or incurred or become subject to any Liabilities (other than Liabilities incurred in the Balance Sheetordinary course of business consistent with past practice, (ii) liabilities incurred since the Balance Sheet Date Liabilities under contracts entered into in the ordinary course of business, Excluded Liabilities and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (cii) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgagedmortgaged, pledged or subjected to any lien, charge or Encumbrance (other encumbrance than Permitted Encumbrances) any of the its assets other than Excluded Assets, tangible or intangible; (hiii) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims cancelled or waived any rightsclaims or rights of value or sold, assigned, transferred, leased or licensed any material asset or material portion of its assets other than Excluded Assets, except in the ordinary course of business; business (i) Except in the ordinary course an asset with a net book value of more than $25,000 or business consistent a portion of assets with past practices, granted any increase in the rates an aggregate net book value of pay more than $50,000 shall for purposes of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00this clause be considered material); (kiv) Except for this Agreement and sold, assigned, transferred, leased or licensed to any other agreement executed and delivered pursuant to this Agreementthird party any material Intellectual Property, modified any rights with respect thereto, or entered into any settlement regarding the breach or infringement of any Intellectual Property; (v) suffered any material transaction damage, destruction, loss or substantial interruption in use affecting the Purchased Assets or the Assumed Liabilities, whether or not covered by insurance; (vi) made any capital expenditures or commitments therefor in an aggregate amount greater than $50,000; (vii) other than in the ordinary course of business consistent with past practices, failed to pay or permitted hereundersatisfy when due any Liability relating to the Sitrick Business and included in the calculation of the Sitrick Co Final Working Capital; (lviii) Redeemedadopted, purchasedamended, sold modified, or issued terminated any stock, bonds or other securitiesSitrick Co Benefit Plan; (mix) Experienced damagehired or engaged any new employees or consultants at an annual compensation rate in excess of $250,000 or terminated any such employee or consultant having an annual salary rate of compensation in excess of $250,000; (x) suffered any adverse change in employee or consultant relations that is material to the Sitrick Business; (xi) sold, destruction leased or loss (whether or not covered by insurance) materially and adversely affecting transferred any interest in any of its properties, non-cash assets or business or the Business or the (other than Excluded Assets) to, or experienced entered into any other material adverse change in agreement or arrangement with, any of its financial conditionofficers, assetsdirectors, prospectsmanagers, liabilities members, shareholders or businessany Affiliate; (nxii) Declared or paid a distribution, payment or dividend of amended any kind on the capital stock of CompanyGoverning Documents; (oxiii) Repurchased, approved any repurchase or agreed to repurchase changed any of Company's capital stockits accounting principles or practices from those set forth in or reflected by the Financial Statements, including, without limitation, any assumptions underlying, or methods of calculating, any doubtful account, contingency or other reserves for the Sitrick Business; (xiv) revalued any of the Purchased Assets (including, without limitation, writing off notes or accounts receivable) or any of the Assumed Liabilities, other than in the ordinary course of business consistent with past practices; (xv) entered into any Sitrick Co Material Contract, or amended, terminated or otherwise modified any Sitrick Co Material Contract, or received any notice of termination of any Sitrick Co Material Contract; (xvi) other than in the ordinary course of business consistent with past practices, entered into any material agreement or arrangement with any of its employees; or (pxvii) Suffered agreed, whether orally or in writing, to do any material adverse change in of the Business or to the Assetsforegoing.

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in the ordinary course of business or incurred any indebtedness; (b) Discharged D i s c h arged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute( a b s olute, accrued, contingent or otherwise) other than (i) liabilities l i abilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may havehas, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets of the Company, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled cancelled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized Other than capital expenditures in an amount of approximately $18,000, authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the AssetsBusiness, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the AssetsCompany.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16, Company has notdisclosed herein, since the Balance Sheet Datedate of the most recent Baradero Financial Statements, the Purchaser has not: (a) Incurred declared, made or committed itself to make any material obligation payment of any dividends or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except other distribution in connection with the performance respect of this Agreementits shares; (b) Discharged subdivided, consolidated or satisfied any material lien or encumbrancereclassified, or paid redeemed, purchased or satisfied otherwise acquired or agreed to acquire any material obligation of its shares; (c) transferred, assigned, sold or liability (absoluteotherwise disposed of any of its assets or cancelled any debts or claims except, accruedin each case, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary and usual course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made incurred or assumed any payments to obligations or loaned any money to any person liability (fixed or entity other than contingent), except unsecured current obligations and liabilities incurred in the ordinary and usual course of business; (e) Lost issued or terminated sold any employeeshares in its capital or any warrants, patientbonds, customer debentures or supplier that has its other corporate securities or may haveissued, individually granted or in delivered any right, option or other commitment for the aggregate, a material adverse effect on the Businessissuance of any such securities; (f) Increased discharged or established satisfied any reserve for taxes Lien or paid any obligation or Liability other liability on its books or otherwise provided therefor, except as may have been required due to income or operations than liabilities incurred in the ordinary and usual course of Company since the Balance Sheet Datebusiness; (g) Mortgagedsuffered an operational loss or any extraordinary loss, pledged waived, surrendered or omitted to take any action in respect of any rights of substantial value, or entered into any commitment or transaction not in the ordinary and usual course of business; (h) made or otherwise authorized or agreed to any changes in any Material Contract that could have a material effect on it; (i) paid any bonuses, pensions, share of profits or similar benefits (whether monetary or otherwise) or made any general wage or salary increases in respect of personnel which it employs, consultants, Persons contracted to provide services to it, its directors or former directors; (j) mortgaged, pledged, subjected to any lienLien, charge granted a security interest in or other encumbrance otherwise encumbered any of the Assetsits assets, whether tangible or intangible; (hk) Sold made any gift of money or contracted to sell or transferred or contracted to transfer of any of the Assets or its assets to any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunderPerson; (l) Redeemedexperienced any material changes in the condition (financial or otherwise), purchasedits assets, sold Liabilities, operations, earnings, business or issued any stock, bonds or other securitiesprospects; (m) Experienced experienced any material damage, destruction or loss loss, labour trouble or other events, development or condition (whether or not covered by insurance) materially and adversely affecting any of which has or may have a material affect on its propertiesassets, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, future prospects, liabilities or business; (n) Declared made any payment, discharge or paid a distribution, payment or dividend satisfaction of any kind on Lien, Liability or obligation (whether absolute, accrued, contingent or otherwise, and whether due or to become due) other than payment of accounts payable and tax liabilities incurred in the capital stock of Companyordinary and normal course business and consistent with past practice; (o) Repurchasedmade any licence, approved any repurchase sale, assignment, transfer, disposition, pledge, mortgage of or agreed to repurchase granting a security interest or other Lien on or over any of Company's its assets, other than in the ordinary and normal course of business; (p) made any write-off as uncollectible of any accounts receivable or any portion thereof; (q) had any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value; (r) made any loan to, or engaged in any other transaction with, any of its employees, officers or directors or former employees, officers or directors; (s) made any capital stockexpenditures or commitments; (t) made any change in the accounting or tax practices followed by it; or (pu) Suffered authorized, agreed or otherwise become committed to do any material adverse change in of the Business or to the Assetsforegoing.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16, Company has notin Schedule 3.27 (which is subdivided into subsections corresponding to the applicable subsections referenced below in this Section 3.27), since the Balance Sheet Date: (a) the Acquired Entities have conducted their businesses in the Ordinary Course of Business; (b) there has been no Material Adverse Effect on the Acquired Entities; and (c) the Acquired Entities have not: (ai) Incurred (A) increased the compensation payable to any material obligation of its managers, officers or liability employees, except for (absolute1) increases in salary, accruedwages or the accrual for or payment of bonuses payable to employees pursuant to an existing Contract or (2) increases in salaries or wages of employees, contingent in each case, in the Ordinary Course of Business, (B) granted any severance or otherwise) termination pay to, or entered into or modified any contractemployment, change-in-control, retention, indemnification, non-competition, bonus or severance agreement with, any of its directors, officers or employees, (C) hired any new employees unless such hiring is in the Ordinary Course of Business, (D) made any loan to any employee or other service provider or (E) adopted or amended in any material respect any Benefit Plan except as may be required by applicable Law or pursuant to a Contract in effect and previously disclosed as of the date hereof; (ii) (A) redeemed, repurchased, or otherwise reacquired any Equity Securities, (B) declared, set aside or paid any dividends on, or made any other distributions (whether in cash, stock or property) in respect of, any Equity Securities or (C) liquidated, dissolved or effected any reorganization or recapitalization; (iii) (A) acquired or agreed to acquire, or merged or consolidated with, by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquired or agreed to acquire any assets of any other Person (other than purchases of property in the Ordinary Course of Business), (B) entered into any joint venture, partnership or other similar arrangement, or (C) made or committed to make any investments in or with any Person other than short-term liquid investments; (iv) sold, leased, exchanged, mortgaged, pledged, transferred or otherwise encumbered or disposed of, or agreed to sell, lease, license exchange, mortgage, pledge, transfer or commitmentotherwise encumber or dispose of, any of the Assets with a book value in excess of $10,000, except for the disposition of obsolete or damaged Assets in the Ordinary Course of Business, or transferred or licensed to any Person any material rights in or to Company IP other than grants of rights to customers of the Acquired Entities in the Ordinary Course of Business; (v) created or incurred any Liens on any of the Assets (except for Permitted Liens) or, without duplication of the foregoing, Equity Securities in any Acquired Entity; (vi) incurred, assumed or guaranteed any Indebtedness, except in connection the Ordinary Course of Business with the performance of this Agreementrespect to revolving credit facilities; (bvii) Discharged entered into, amended or modified in any material respect or terminated any Material Contract (other than an automatic termination or expiration thereof pursuant to the terms of such applicable Material Contract); (viii) adopted any amendments or modifications to its Governing Documents; (ix) made any material change in any of its methods of accounting or in any accounting policy, except as may be required by Law, or made any material reclassification of its assets or liabilities; (x) made, or agreed to make, any capital expenditures, capital additions or capital improvements in excess of $50,000; (xi) made, changed or revoked any material Tax election, entered into any closing agreement with respect to any Tax, settled any Tax claim or any assessment or surrendered any right to claim a Tax refund, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, made or requested any Tax ruling, entered into any Tax sharing or similar agreement or arrangement (other than any such agreement or arrangement that does not principally relate to Taxes), or amended any material Tax Return; (xii) paid, discharged or satisfied any material lien or encumbranceLiabilities in excess of $50,000 individually, or paid waived, released, granted or satisfied transferred any rights of material obligation or liability (absolutevalue, accruedin each case, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course Ordinary Course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (fxiii) Increased settled or established compromised any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations Claim in excess of Company since the Balance Sheet Date$50,000; (gxiv) Mortgagedaccelerated the collection of receivables, pledged delayed the payment of payables, otherwise managed its working capital except in the Ordinary Course of Business, or subjected to modified its billing practices in any lien, charge or other encumbrance any of the Assets, tangible or intangiblematerial respect except as required by Law; (hxv) Sold entered into, amended or contracted to sell or transferred or contracted to transfer modified any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of businessContract with a Related Person; (ixvi) Except in the ordinary course adopted a plan of complete or business consistent with past practicespartial liquidation, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract dissolution or other commitmentreorganization, increased made any assignment for the compensation benefit of any officer, employee, consultant creditors or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, voluntarily entered into any material transaction bankruptcy proceeding; or (xvii) introduced any change in the types, nature, composition or quality of products or services offered by any Acquired Entity, or made any change in product specifications or prices or terms of distribution of such products, in each case, other than in the ordinary course Ordinary Course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the AssetsBusiness.

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this AgreementAgreement or except in the ordinary course of business; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16, Exhibit 2.14. the Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, or incurred any indebtedness, except in connection with the performance of this Agreement, other than in the ordinary course of business; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may havehas, individually or in the aggregate, a material adverse effect on the Businessits business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of the Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets of the Company, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled Company's business or cancelled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased Increased the compensation of any officer, employee, consultant or agentagent by more than the lesser of 12% or $6,000.00; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assetsbusiness, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of the Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of the Company's capital stock; or (p) Suffered any material adverse change in the Business business of the Company or to the Assetsassets of the Company.

Subsequent Events. Other than as set forth on EXHIBIT 2.16Since June 30, Company has not, since the Balance Sheet Date2009: (a) Incurred any material obligation there has been no event or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement;occurrence which has had a Material Adverse Effect on Brincko; and (b) Discharged except as expressly contemplated by this Agreement or satisfied any material lien or encumbrancethe Contribution Agreement, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than Brincko has not: (i) liabilities shown incurred any material Indebtedness, made any material loans or reflected on advance to any Person, or incurred or become subject to any Liabilities (other than Liabilities incurred in the Balance Sheetordinary course of business consistent with past practice, (ii) liabilities incurred since the Balance Sheet Date Liabilities under contracts entered into in the ordinary course of business, Excluded Liabilities and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (cii) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgagedmortgaged, pledged or subjected to any lien, charge or Encumbrance (other encumbrance than Permitted Encumbrances) any of the its assets other than Excluded Assets, tangible or intangible; (hiii) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims cancelled or waived any rightsclaims or rights of value or sold, assigned, transferred, leased or licensed any material asset or material portion of its assets other than Excluded Assets, except in the ordinary course of business; business (i) Except in the ordinary course an asset with a net book value of more than $25,000 or business consistent a portion of assets with past practices, granted any increase in the rates an aggregate net book value of pay more than $50,000 shall for purposes of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00this clause be considered material); (kiv) Except for this Agreement and sold, assigned, transferred, leased or licensed to any third party any material Intellectual Property, modified any rights with respect thereto, or entered into any settlement regarding the breach or infringement of any Intellectual Property; (v) suffered any material damage, destruction, loss or substantial interruption in use affecting the Purchased Assets or the Assumed Liabilities, whether or not covered by insurance; (vi) made any capital expenditures or commitments therefor in an aggregate amount greater than $50,000; (vii) hired or engaged any new employees or consultants at an annual compensation rate in excess of $250,000 or terminated any such employee or consultant having an annual salary rate of compensation in excess of $250,000; (viii) suffered any adverse change in employee or consultant relations that is material to the Brincko Business; (ix) sold, leased or transferred any interest in any of its non-cash assets (other agreement executed and delivered pursuant to this Agreementthan Excluded Assets) to, or entered into any material transaction agreement or arrangement with, any of its officers, directors, managers, members, shareholders or any Affiliate; (x) amended any Governing Documents; (xi) revalued any of the Purchased Assets (including, without limitation, writing off notes or accounts receivable) or any of the Assumed Liabilities, other than in the ordinary course of business or permitted hereunderconsistent with past practices; (lxii) Redeemedother than in the ordinary course of business consistent with past practices and other than with respect to new client engagements, purchasedentered into any Brincko Material Contract, sold or issued amended, terminated or otherwise modified any stockBrincko Material Contract, bonds or other securitiesreceived any notice of termination of any Brincko Material Contract; (mxiii) Experienced damageother than in the ordinary course of business consistent with past practices, destruction entered into any material agreement or loss (whether or not covered by insurance) materially and adversely affecting arrangement with any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockemployees; or (pxiv) Suffered agreed, whether orally or in writing, to do any material adverse change in of the Business or to the Assetsforegoing.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.162.15, Company Seller has not, in connection with the Business, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, or incurred any indebtedness relating to the Business, except in connection with the performance of this Agreement, other than in the ordinary course of business; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability in connection with the Business (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier of the Business, that has or may havehas, individually or in the aggregate, had a material adverse effect on the Businessits business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (gd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (he) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, or canceled any debts or claims or waived any rights, except in the ordinary course of business; (if) Except in the ordinary course or of business consistent with past practices, granted any increase in the rates of pay of employees, consultants independent contractors or agentsagents whose employment relates to the Business, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agentsuch person; (jg) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00)5,000 relating to the Business; (kh) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction related to the Business other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (mi) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the AssetsBusiness, or experienced any other material adverse change in its the financial condition, assets, prospects, prospects or liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockBusiness; or (pj) Suffered any material adverse change in related to the Business or to the Assets.

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company has Contributors have not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company Contributors since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of CompanyContributors; (o) Repurchased, approved any repurchase or agreed to repurchase any of CompanyContributors's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than Since February 28, 2002, Stitch has not except as set forth on EXHIBIT 2.16, Company has not, since the Balance Sheet Date: (adisclosed in Schedule 2.1(J) Incurred any material obligation hereto or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business: (i) incurred any obligation or liability (contingent or otherwise) for inadequate consideration; (cii) Formed discharged or satisfied any lien or encumbrance or paid any obligation or liability (contingent or otherwise); (iii) mortgaged, pledged, or subjected to lien, charge, security interest, or other encumbrance any of its assets or properties; (iv) sold, assigned, transferred, leased, disposed of, or agreed to sell, assign, transfer, lease, or dispose of, any of its material assets or properties, except pursuant to the term sheet related to the Merger; (v) acquired or leased any material assets or property of any other party; (vi) canceled or compromised any debt or claim; (vii) waived or released any material rights; (viii) granted or made any commitment to grant any wage, salary or employee benefit increase to, or entered into any employment contract, bonus, stock option, profit sharing, pension, incentive, retirement or other similar arrangement or plan with, any officer, employee or other party except as disclosed on Schedule 2.1(U); (ix) entered into any collective bargaining agreement or made any commitment or incurred any liability to any labor organization; (x) made any material capital expenditure; (xi) suffered any material casualty loss or damage; (xii) declared any dividend or made any payment or other distribution in respect of any Stitch Stock; (xiii) purchased, redeemed, issued, sold, or otherwise acquired or disposed of any interest in Stitch Stock, any corporationevidence of its indebtedness, partnershipor any of its other securities, joint venture or granted any options, warrants, or other entityrights with respect thereto; (dxiv) Made terminated or modified, or agreed to the termination or modification of, any payments to or loaned any money to any person or entity other than in of the ordinary course of business;Material Contracts listed on Schedule 2.1(N) hereto; or (exv) Lost suffered the loss of any supplier(s), vendor(s) or terminated any employeecustomer(s), patient, customer or supplier that has or may have, which loss (individually or in the aggregate, ) has had a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the AssetsMaterial Adverse Effect.

Subsequent Events. Other than as set forth on EXHIBIT 2.16, The Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in the ordinary course of business or incurred any indebtedness; (b) Discharged D i s c h arged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute( a b s olute, accrued, contingent or otherwise) other than (i) liabilities l i abilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may havehas, individually or in the aggregate, a material adverse effect on the Businessits business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of the Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets of the Company, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled Company's business or cancelled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assetsbusiness, or experienced any other material adverse a d verse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of the Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of the Company's capital stock; or (p) Suffered any material adverse change in the Business business of the Company or to the Assetsassets of the Company.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16Schedule 3.6 or ------------ disclosed in the CompuServe SEC Documents or as otherwise contemplated hereunder, Company neither CompuServe nor any CompuServe Entity has not, since the date of the CompuServe Balance Sheet Dateto the date hereof: (a) Incurred Suffered any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this AgreementMaterial Adverse Change; (b) Discharged or satisfied any material lien Material Liens or encumbranceOther Encumbrances, or paid paid, satisfied or satisfied incurred any material Material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the CompuServe Balance Sheet, Sheet or (ii) liabilities incurred since the date of the CompuServe Balance Sheet Date in the ordinary course of business, the discharge, satisfaction or incurrence of which would not have a Material Adverse Effect; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes Taxes or any other liability on its books or otherwise provided therefortherefor which, except as may if paid in full, would have been required due to income or operations of Company since the Balance Sheet Datea Material Adverse Effect; (gd) Mortgaged, pledged or subjected to any lienLiens or Other Encumbrances, charge or other encumbrance any of the Assetstheir assets, tangible or intangible, which event would, individually or in the aggregate, cause a Material Adverse Effect; (he) Sold or contracted to sell or transferred or contracted to transfer any of the Assets assets of CompuServe or any CompuServe Entity other assets used than in the conduct ordinary course of the Business, business and consistent with past practice or canceled any debts or claims or waived any rights, except in the ordinary course of businessrights Material to CompuServe or any CompuServe Entity; (if) Except in the ordinary course Granted any general or business consistent with past practices, granted any uniform increase in the rates of pay of employeesemployees or any increase in compensation payable or to become payable by CompuServe or any CompuServe Entity to any director, consultants officer or agentsemployee, consultant or agent of CompuServe or any CompuServe Entity (other than increases in the ordinary course consistent with past practice), or by means of any bonus or pension plan, or similar contract or other commitmentagreement, increased the compensation of any officerdirector, employee, consultant officer or agent; employee (j) Authorized or incurred any capital expenditures other than increases in excess of Five Thousand and No/100 Dollars ($5,000.00the ordinary course consistent with past practice); (kg) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material Material transaction other than in the ordinary course of business or expressly permitted hereunderunder other provisions hereof; (h) Issued, sold, transferred, pledged, disposed of or encumbered any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class or interest in or securities of any kind to acquire, any shares of capital stock of any class of or interest in or securities of CompuServe or any CompuServe Entity, other than shares issued upon the exercise of CompuServe Stock Options in accordance with the terms of such CompuServe Stock Options existing on the date of exercise; (i) Made capital commitments which in the aggregate were in excess of the amounts contemplated in CompuServe's May 23, 1997 business plan for fiscal 1998 as furnished to WorldCom; (j) Taken any action to (a) amend its Articles of Incorporation or Certificate of Incorporation, as the case may be, or Bylaws or similar organizational documents; (b) declare, set aside or pay any dividend or other distribution with respect to capital stock payable in cash, stock, securities or property other than dividends paid by CompuServe's wholly owned subsidiaries to CompuServe or another of CompuServe's wholly owned subsidiaries; or (c) except pursuant to the Employee Stock Purchase Plan and the Crystal Club Plan, redeem, purchase or otherwise acquire, directly or indirectly, any of the capital stock or any interest in or securities of CompuServe or any CompuServe Entity; (k) Adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, share exchange, restructuring, recapitalization or other reorganization of CompuServe or any CompuServe Entity; (l) RedeemedChanged in any material respect its Tax or accounting methods, purchasedprinciples or practices (including any changes in depreciation or amortization policies or rates or any changes in any assumptions underlying any method of calculating reserves), sold or issued any stock, bonds other than as required by a change in GAAP or other securities;applicable law; or (m) Experienced damageEntered into any agreement, destruction contract, commitment or loss (whether or not covered by insurance) materially and adversely affecting arrangement to take any of its properties, assets or business or the Business or actions contemplated in the Assetsforegoing clauses (a) through (l), or experienced authorized, recommended, proposed or announced an intention to take any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assetssuch action.

Subsequent Events. Other than as set forth on EXHIBIT 2.16Since December 29, 2013, (i) no Material Adverse Effect has occurred, and (ii) without limiting the foregoing, the Company has not, since the Balance Sheet Date: (a) Incurred discharged or satisfied any material claim with respect to borrowed money, or paid any obligation or liability (absolute, accrued, contingent fixed or otherwisecontingent) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) for money borrowed other than (i) current liabilities shown or reflected on the Balance Sheet, (ii) Financial Statements and current liabilities incurred since the Balance Sheet Date December 29, 2013 in the ordinary course of business; (b) changed its fiscal year end; (c) Formed or acquired or disposed knowingly permitted any Encumbrance to be imposed upon any of any interest in any corporation, partnership, joint venture or other entitythe Assets; (d) Made canceled any payments debts or settled or compromised any material claims, in whole or in part, except in each case in the ordinary course of business; (e) sold, leased, transferred, assigned or relocated any Assets, other than inventory sold in the ordinary course of business consistent with past custom and practice; (f) sold, assigned, licensed, sublicensed or transferred any material Intellectual Property or sold, assigned, licensed, sublicensed or transferred any other Intellectual Property outside the normal course of business; (g) made any capital expenditure or commitment therefor in excess of $50,000 other than those listed on Schedule 3.16; (h) suffered any damage, destruction, or loss (whether or not covered by insurance) of the Assets or the Company Facilities; (i) except as set forth on Schedule 3.16, made or agreed to make any charitable contributions or loaned pledges therefor, or incurred any money other non-business expense, in each case that are payable after the Closing; (j) materially changed its credit policy as to sale of inventories or collection of receivables; (k) materially changed its customer warranty policies; (l) decreased in any person material respect expenditures with respect to promotion and advertising or entity maintenance and repairs relative to budgets delivered to the Buyer, and other than in the ordinary course of business; (em) Lost entered into any joint venture, partnership or similar arrangement; (n) amended, modified or terminated any employeeMaterial Contract (except as contemplated or required by this Agreement); (o) made any non-cash distributions to Sellers or redeemed any of its outstanding equity interests; (p) made any material changes in its accounting policies or practices; (q) entered into, patient, customer terminated or supplier that has amended any Benefit Plan except for such amendments required by applicable Law or may have, individually or in the aggregate, a material adverse effect on of which could reasonably be expected to be advantageous to the Business; (fr) Increased increased the rate of compensation of, or established pay or agreed to pay any reserve for taxes benefit, perquisite, award, payment in kind, or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected similar payment to any liencurrent or former employee, charge contractor, officer or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct partner of the Business, canceled any debts or claims or waived any rights, except (i) normal salary increases in the ordinary course of business; the Business, (iii) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agentsTransaction Bonuses, or (iii) as may be required by means the terms of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockexisting Benefit Plan; or (ps) Suffered any material adverse change agreed in the Business or writing (or, to the AssetsKnowledge of the Sellers, verbally) to do any of the things listed in clauses (a) through (r) of this subsection.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16in Schedule 3.15, since May 31, 2004 the Company has not: (i) issued any stock, since bond or other corporate security; (ii) borrowed any amount or incurred or become subject to any liability (absolute, accrued, contingent, known or unknown), except current liabilities incurred and liabilities under contracts entered into in the Balance Sheet Date: ordinary course of business and consistent with past practices which do not have an adverse effect upon the Company or finances of the Company; (aiii) Incurred discharged or satisfied any material lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued, contingent accrued or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwisecontingent) other than (i) current liabilities shown or reflected on the Balance Sheet, (ii) Financial Statements and liabilities incurred since the Balance Sheet Date May 31, 2004 in the ordinary course of business; business and consistent with past practices; (civ) Formed declared or acquired made any payment or disposed distribution to shareholders of the Company or purchased or redeemed any interest in any corporation, partnership, joint venture share of its capital stock or other entity; security; (dv) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgagedmortgaged, pledged or subjected to lien any lien, charge or other encumbrance any of the Assetsasset, tangible or intangible; , other than liens which arise by operation of law or liens of current real property taxes not yet due and payable; (hvi) Sold or contracted to sell sold, assigned or transferred any tangible asset or contracted to transfer cancelled any of the Assets debt or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rightsclaim, except in the ordinary course of business; business and consistent with past practices; (ivii) Except sold, assigned, transferred or granted any exclusive license with respect to any patent, trademark, trade name, service ▇▇▇▇, copyright, trade secret or other intangible asset; (viii) suffered any loss of property or waived any right, except in the ordinary course or of business and consistent with past practices, granted ; (ix) made any increase change in officer compensation; (x) made any change in employee compensation except in the rates ordinary course of pay business and consistent with past practice; (xi) made any change in the manner of employeesbusiness or operations, consultants including any change in accounting principles or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; practices; (jxii) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than except in the ordinary course of business or permitted hereunder; as otherwise contemplated hereby; or (lxiii) Redeemed, purchased, sold entered into any commitment (contingent or issued any stock, bonds or other securities; (motherwise) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting to do any of its propertiesthe foregoing, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or except to the Assetsextent expressly authorized or required by this Agreement.

Subsequent Events. Other than (a) Except as set forth on EXHIBIT 2.16, Company has notin Schedule 6.6, since the Interim Balance Sheet Date, Seller (x) has conducted its business in the Ordinary Course of Business without interruption, and (y) has not: (ai) Incurred sold, pledged, assigned, leased (as lessor or lessee), licensed, transferred, abandoned or otherwise disposed of any of material obligation assets used in, or liability (absoluteotherwise related to, accrued, contingent or otherwise) or entered into any contract, lease, license or commitmentthe Business, except in connection with the performance Ordinary Course of this Agreement; (b) Discharged Business, or satisfied relinquished any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments right related to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (fii) Increased amended, terminated or established waived any reserve for taxes or material right under any other liability on its books or otherwise provided therefor, except as may have been required due Contract related to income or operations of Company since the Balance Sheet DateBusiness; (giii) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in Contract outside the ordinary course Ordinary Course of business or permitted hereunderBusiness; (liv) Redeemed, purchased, sold or issued suffered any stock, bonds or other securities; (m) Experienced damage, destruction or loss casualty with respect to any property related to the Business (whether or not covered by insurance), or experienced any changes in the amount or scope of insurance coverage; (v) materially and adversely affecting issued, sold, or otherwise disposed of any of its propertiesequity, assets or business granted any options, warrants, securities or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity; (vi) declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity; (vii) made any change in its cash management practices or in any method of accounting or accounting policies; (viii) delayed paying payables or other Liabilities of the Business when due or deferred expenses or, otherwise increased cash on hand outside of the Ordinary Course of Business ; (ix) made any loans or advances of money; (x) made any material capital expenditures; (xi) made any material capital investment in any other Person; (xii) created, incurred, assumed, or guaranteed any Indebtedness other than the funding of Mortgage Loans; (xiii) amended its Organizational Documents; (xiv) suffered the loss of employment of any key employee or group of employees of the Business or been notified that any such Person or group of Persons intends to terminate employment; (xv) entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or entered into any collective bargaining relationship; (xvi) granted to any of its directors, officers or employees in the aggregate, an amount exceeding $150,000 in respect of any increase in base compensation or bonus, other than (X) as set forth in an existing compensation plan or employment agreement that has been provided to Buyer and (Y) that would result in an increase in base compensation, or a bonus, of less than fifteen percent (15%) of such director’s, officer’s or employee’s existing base compensation and bonus compensation; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Benefit Plan); (xviii) made any other change in employment terms for any of its directors, officers, and employees outside of the Ordinary Course of Business; (xix) entered into any settlement, conciliation or similar agreement related to the Business or the Acquired Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (nxx) Declared made or paid changed, with respect to the Business, any election, changed any annual accounting period, adopted or changed any accounting method, filed any amended Tax Return for Taxes related to the Business or Acquired Assets, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a distributionrefund of Taxes, payment consented to any extension or dividend waiver of the limitation period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any kind Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have had the effect of increasing the Tax Liability for any period ending after the Closing Date or decreasing any Tax attribute existing on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockClosing Date; or (pxxi) Suffered agreed, whether orally or in writing, to do any material adverse change in of the Business foregoing or agreed to take any action, that if taken prior to the Assetsdate of this Agreement, would have made any representation or warranty in this Article 6 untrue or incorrect. (b) Since the Interim Balance Sheet Date, no Material Adverse Effect has occurred.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16, Company has notin Section 3.8 of the Sellers Disclosure Schedule or permitted by this Agreement or Buyer, since the Balance Sheet Financial Statement Date, each Acquired Entity has operated in the Ordinary Course of Business and there has not been any: (a) Incurred any material obligation event, situation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may haveoccurrence that, individually or in the aggregate, has had a Material Adverse Effect; (b) increase in the compensation or fringe benefits payable or to become payable to any executive officer of any Acquired Entity, other than increases made in the Ordinary Course of Business or as required by Law or under any existing Contracts; (c) amendments, alterations or modification in the terms of any currently outstanding Equity Interests of the Acquired Entities or any securities convertible into or exchangeable for such Equity Interests, including any reduction in the exercise or conversion price of any such rights or securities, any change to the vesting or acceleration terms of any such rights or securities, or any change to terms relating to the grant of any such rights or securities and no Acquired Entity has sold or otherwise issued any Equity Interest; (d) declaration or payment of any dividend or other distribution, or the transfer of any assets, by any Acquired Entity to any Equity Interest holders with respect to the Equity Interests, or any redemption, repurchase or other acquisition by any of its Equity Interests, except, in each case, in the Ordinary Course of Business; provided, however, that each Acquired Entity may use all available Cash to make dividends or other distributions (including management fees) to any Seller; (e) material adverse effect on closure, shut down or other elimination of any Acquired Entity's offices, franchises or any other change in the Businesscharacter of its business, properties or assets, except for closures, shut downs, or other eliminations that have not had or would not reasonably be expected to have a Material Adverse Effect; (f) Increased loan or established advance to any reserve for taxes of its Equity Interest holders, officers, employees, agents or any other liability on its books or otherwise provided thereforconsultants, except as may have been required due to income or operations in the Ordinary Course of Company since the Balance Sheet DateBusiness; (g) Mortgagedsale, pledged lease, transfer, or subjected to assignment of any lienassets, charge or other encumbrance any except in the Ordinary Course of the Assets, tangible or intangibleBusiness; (h) Sold cancellation, compromise, waiver, or contracted to sell release of any Action (or transferred or contracted to transfer any series of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rightsrelated Actions), except in the ordinary course Ordinary Course of businessBusiness or not in excess of Ten Thousand Dollars ($10,000) individually; (i) Except Contracts entered into or any rights granted with respect to any Intellectual Property Rights, except in the ordinary course or business consistent with past practices, granted any increase in the rates Ordinary Course of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agentBusiness; (j) Authorized amendment, modification or incurred change (or authorization thereof) to the Organizational Documents of any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00);Acquired Entity; or (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreementdo, entered into any material transaction other than in the ordinary course of business cause or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting suffer any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assetsforegoing.

Subsequent Events. Other than Except as set forth disclosed on EXHIBIT 2.16Exhibit 2.15, the Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of for this Agreement, other than in the ordinary course of business or incurred any indebtedness; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of businessbusiness consistent with past practices; (e) Lost or terminated any employee, patient, customer or supplier that has or may havehas, individually or in the aggregate, a material adverse effect on the Businessits business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets of the Company, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, Company's business or canceled any debts or claims or waived any rights, except in the ordinary course of businessbusiness consistent with past practices; (i) Except in the ordinary course or of business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16in Exhibit 3.9 to the Sheer, Company has Ahea▇▇ ▇▇▇closure Schedule or as contemplated by this Plan of Merger, Sheer, Ahea▇▇ ▇▇▇ not, since the Balance Sheet Datedate of the Sheer, Ahea▇▇ ▇▇▇ance Sheet: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement;adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance SheetSheer, Ahea▇▇ ▇▇▇ance Sheet or (ii) liabilities incurred since the Balance date of the Sheer, Ahea▇▇ ▇▇▇ance Sheet Date in the ordinary course of business; (c) Formed , which discharge or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, satisfaction would have a material adverse effect on the Business;Sheer, Ahea▇▇. (fc) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefortherefor which would have a material adverse effect on Sheer, except Ahea▇▇, ▇▇cept as may have been required due to income or operations of Company since Sheer, Ahea▇▇ ▇▇▇ce the Balance Sheet Date;date of the Sheer, Ahea▇▇ ▇▇▇ance Sheet. (gd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets, tangible or intangible;, which are material to the business or financial condition of Sheer, Ahea▇▇. (he) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or assets material to the consolidated business of Sheer, Ahea▇▇, ▇▇nceled any other assets used in the conduct of the Business, canceled any material debts or claims or waived any material rights, except in the ordinary course of business;. (if) Except in the ordinary course Granted any general or business consistent with past practices, granted any uniform increase in the rates of pay of employeesemployees or any material increase in salary payable or to become payable by Sheer, consultants Ahea▇▇ ▇▇ any officer or agentsemployee, consultant or agent (other than normal increases consistent with past practices), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent;. (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (kg) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted hereunder;under other Sections of this Plan of Merger. (lh) Redeemed, purchased, sold or issued Issued any stock, bonds or other securities; (m) Experienced damage, destruction securities or loss (whether any options or not covered by insurance) materially and adversely affecting rights to purchase any of its properties, assets or business or the Business or the Assets, or experienced securities. (i) Become aware of any other circumstance that would have a material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind effect on the capital stock operating results or financial condition of Company; (o) RepurchasedSheer, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the AssetsAhea▇▇.

Subsequent Events. Other than Except as (a) set forth on EXHIBIT 2.16Exhibit 3.11 to the Disclosure Schedule, Company has not(b) disclosed in the Horizon/CMS Documents (c) contemplated by this Plan of Merger or (d) otherwise consented to in writing by HEALTHSOUTH, none of Horizon/CMS, any Horizon/CMS Subsidiary nor any Horizon/CMS Other Entity has, since the date of the Horizon/CMS Balance Sheet DateSheet: (ai) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreementadverse change; (bii) Discharged except as required hereby, amended its Articles or Certificate of Incorporation or Bylaws, if any; (iii) extended credit to anyone or guaranteed the obligation of any person, firm or corporation (other than Horizon/CMS or any Horizon/CMS Subsidiary or Horizon/CMS Other Entity) in an amount that, in either case, is material to Horizon/CMS except in the ordinary course of business consistent with prior practice; (iv) discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (ia) liabilities shown or reflected on the Horizon/CMS Balance Sheet, Sheet or (iib) liabilities incurred since the date of the Horizon/CMS Balance Sheet Date in the ordinary course of business; (c) Formed , which discharge or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, satisfaction would have a material adverse effect on the BusinessHorizon/CMS; (fv) Increased increased or established any reserve for taxes or any other liability on its books or otherwise provided therefortherefor which would have a material adverse effect on Horizon/CMS, except as may have been required due relates to income or the consolidated results of operations of Company Horizon/CMS since the date of the Horizon/CMS Balance Sheet DateSheet; (gvi) Mortgaged, pledged sold or subjected to any lien, charge or other encumbrance transferred any of the Assetsits material assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer , cancelled any of the Assets or any other assets used in the conduct of the Business, canceled any material debts or claims held by it or waived any of its material rights, except in the ordinary course of business; (ivii) Except in mortgaged, pledged or subjected to any security interest any of its material assets, tangible or intangible, other than as required under the ordinary course existing provisions of Horizon/CMS's primary credit facility; (viii) entered into any employment contract which is not terminable upon notice of 30 days or business consistent with past practicesless, at will, and without penalty to Horizon/CMS except as provided herein or granted any general or uniform increase in the rates of pay of employeesemployees or granted any increase in salary payable or to become payable by Horizon/CMS to any officer of Horizon/CMS or, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officerofficer of Horizon/CMS or entered into any agreements providing for compensation to any officer or employee of Horizon/CMS, employee, consultant any Horizon/CMS Subsidiary or agentany Horizon/CMS Other Entity based upon a change in control of Horizon/CMS; (jix) Authorized made any contribution, payment or incurred distribution to the trustee under any capital expenditures Horizon/CMS Plan (as such term is defined in excess of Five Thousand and No/100 Dollars ($5,000.00Section 3.15 herein), other than any such contribution, payment or distribution that is in accordance with Horizon/CMS's past practice, or established or terminated any Horizon/CMS Plan; (kx) Except issued any capital stock or other equity securities, other than stock options granted to officers, employees, directors or consultants of Horizon/CMS or warrants granted to third parties and shares of Horizon/CMS Common Stock issuable upon the exercise thereof, all of which options and warrants are disclosed on Exhibit 3.2 to the Disclosure Schedule or reflected in the Horizon/CMS Documents; or (xi) except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold under other Sections hereof or issued entered into any stock, bonds contract or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change agreement in the Business ordinary course of business (i) which cannot be performed within three months or to less or (ii) which involves the Assetsexpenditure by Horizon/CMS of over $250,000.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16, Company has notSchedule 5.8 of the Disclosure Schedules or as otherwise contemplated by this Agreement, since June 30, 1997 and as of the Balance Sheet Datedate of this Agreement, there has not been: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this AgreementWireless Material Adverse Effect; (b) Discharged any sale, grant, dividend or satisfied other disposition, transfer or Encumbrance of any material lien asset or encumbrancematerial interest owned or possessed by Wireless, other than those occurring in the ordinary course of business consistent with past practices and prior periods; (c) any expenditure or commitment by Wireless for the acquisition of assets of any kind, in the aggregate in excess of $50,000 (excluding any single expenditure or commitment of less than $5,000), other than expenditures or commitments in the ordinary course of business consistent with past practices and prior periods; (d) any damage, destruction or loss of such character as to interfere materially with the continued operation of any part of the business of Wireless (whether or not such loss was insured against), or paid to cause a Wireless Material Adverse Effect; (e) any increase in the cash compensation payable or satisfied to become payable by Wireless to any material obligation officer or liability key employee of Wireless, or any agreement therefor; (absolutef) any change made or authorized in the Amended and Restated Articles of Incorporation or Bylaws of Wireless, accruedexcept as contemplated by the Transactions; (g) any loans or advances by or to Wireless, contingent or otherwise) other than (i) liabilities shown renewals or reflected on the Balance Sheetextensions of existing indebtedness, (ii) liabilities incurred since the Balance Sheet Date uses of lines of credit and routine travel advances to its employees, in each case in the ordinary course of business; (ch) Formed any cancellation or acquired or disposed payment by Wireless of any interest indebtedness owing to it or any cancellation or settlement by Wireless of any claims against others, other than in any corporation, partnership, joint venture or other entitythe ordinary course of business consistent with past practices; (di) Made any payments material failure by Wireless to or loaned any money to any person or entity operate its business other than in the ordinary course of business; (e) Lost or terminated , any employee, patient, customer or supplier that has or may have, individually or change from past practices in the aggregatemanner of building or depleting inventories, a material adverse effect on the Business; (f) Increased incurring or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agentscollecting receivables, or by means of any bonus incurring or pension plan, contract paying trade payables or other commitment, increased the compensation of any officer, employee, consultant or agentaccrued liabilities; (j) Authorized any material failure to maintain the books and records of Wireless consistent with past practices or incurred any capital expenditures in excess material write-down of Five Thousand assets shown on the books and No/100 Dollars ($5,000.00)records of Wireless; (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than change in the ordinary course of business or permitted hereunder;accounting practices; or (l) Redeemed, purchased, sold any agreement or issued any stock, bonds commitment by or other securities; (m) Experienced damage, destruction on behalf of Wireless to do or loss (whether or not covered by insurance) materially and adversely affecting to take any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change actions referred to in its financial condition, assets, prospects, liabilities or business; Section 5.8 (na) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; through (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assetsk).

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16Schedule 3.7, since May 1, 2001, the Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date been operated only in the ordinary course of business and there has not been any (i) material adverse change in the assets, liabilities, financial condition, earnings, properties, business; , customer base or results of operations, (cii) Formed damage, destruction or acquired condemnation with respect to any material asset or disposed property owned, leased or otherwise used by the Company or any Subsidiary, whether or not covered by insurance, (iii) declaration, setting aside or payment of any interest dividend whether in cash, stock or property with respect to the Stock or any corporation, partnership, joint venture redemption or other entity; acquisition of the Stock by the Company, (div) Made any payments to change by the Company in accounting methods, practices or loaned any money to any person principles, or entity (v) other than material transaction not in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in business entered into by the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes Company or any other liability on its books or otherwise provided thereforSubsidiary. Without limiting the foregoing, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used set forth on Schedule 3.7 and in the conduct of the Business, canceled any debts or claims or waived any rightseach case, except in the ordinary course of business, since May 1, 2001 to the date hereof, neither the Company nor any Subsidiary has: (a) sold, leased, transferred or otherwise disposed of any tangible assets or property related to the business of the Company or canceled, compromised, released or assigned any debt or claim relating to the business of the Company, in each case, in an amount individually in excess of $10,000; (ib) Except created any Lien on any of the assets of the Company; (c) made (or committed to make) capital expenditures in an aggregate amount in excess of $10,000 in any month; (d) instituted, settled or agreed to settle any litigation, action or proceeding before any Governmental Entity, except for settlement of workers' compensation and similar claims or other claims for personal injury, in each case not in excess of $10,000; (e) assumed, guaranteed, endorsed or otherwise become responsible for the ordinary course or business consistent with past practices, obligations of any Person; (f) granted any increase in the rates of pay of employees, consultants compensation or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agentfringe benefits; (jg) Authorized agreed, undertaken, or incurred committed to carry out any capital expenditures in excess investigation, assessment, remediation or response action regarding the presence or possible presence of Five Thousand and No/100 Dollars ($5,000.00)hazardous substances; (kh) Except except for this Agreement and any other agreement executed and delivered pursuant to this AgreementMaterial Contracts listed on Schedule 3.19, entered into any material transaction other than in the ordinary course of business agreement, contract, license, lease, arrangement or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockcommitment; or (pi) Suffered authorized or entered into any material adverse change binding commitment (whether written or oral) to take any of the types of actions described in the Business or to the Assetsforegoing paragraphs (a) through (h).

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than Except as set forth listed on EXHIBIT 2.16, Company has notSchedule 2.9, since March 25, 2007, there has not been any change in the Balance Sheet Datebusiness or financial condition of the Company which has or is reasonably likely to result in a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing and except as listed on Schedule 2.9, since March 25, 2007, neither the Company nor any of its Subsidiaries has: (a) Incurred sold, leased, transferred, licensed, or assigned any material obligation assets, tangible or liability (absoluteintangible, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with outside the performance Ordinary Course of this AgreementBusiness; (b) Discharged entered into any Contracts (or satisfied series of related Contracts) involving expenditures of more than $50,000 per annum, nor modified any material lien or encumbrancesuch existing Contracts, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on outside the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course Ordinary Course of businessBusiness; (c) Formed accelerated, terminated, made modifications to, or acquired canceled any material Contract to which the Company is a party or disposed of by which it is bound (nor has any interest in any corporation, partnership, joint venture or other entityparty thereto done the same); (d) Made imposed any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance Encumbrance upon any of the Assetsits assets, tangible or intangible; (he) Sold made or contracted to sell or transferred or contracted to transfer authorized any change in the organizational documents of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of businessCompany; (if) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into experienced any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction destruction, or loss (whether or not covered by insurance) materially and adversely affecting to its property; (g) granted any increase in the base compensation of or made any other change in the employment terms or benefits of any of its propertiesdirectors, assets officers and employees, except for regularly scheduled salary adjustments made in the Ordinary Course of Business to individuals who are not Affiliates and that are set forth in Schedule 2.9(g) and changes in employment terms applicable to all employees generally; (h) made or business been subject to any change in its accounting practices, procedures or methods; (i) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the Business Ordinary Course of Business; (j) declared, set aside or the Assetsmade any payment or distribution of cash or other property to its equity holder or its other Affiliates with respect to such equity holder’s equity securities or otherwise, or experienced purchased, redeemed or otherwise acquired any equity securities (including any Options to acquire its equity securities); (k) made capital expenditures or commitments therefor that amount in the aggregate to more than $50,000 (other than capital expenditures that are fully funded prior to the Closing); (l) except as otherwise contemplated by this Agreement, delayed or postponed the payment of any accounts payable or commissions or any other liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material adverse change liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable outside the Ordinary Course of Business; (m) made any charitable pledges exceeding in its financial condition, assets, prospects, liabilities or businessthe aggregate $5,000; (n) Declared entered into any synthetic lease or paid a distribution, payment similar arrangement or dividend of any kind on the capital stock of Companyoff-balance sheet financing arrangement; (o) Repurchasedlost any franchisee or received written notice from any franchisee that it intends to (i) amend the terms of any agreement between such franchisee and the Company or any Subsidiary, approved or (ii) terminate or not renew any repurchase agreement it may have with the Company or agreed any Subsidiary; (p) lost any supplier or received written notice from any material supplier that it intends to repurchase (i) reduce the level of business that it does with the Company or any Subsidiary, (ii) amend the terms of Company's capital stockany agreement between such supplier and the Company or any Subsidiary, or (iii) terminate or not renew any agreement it may have with the Company or any Subsidiary; (q) taken any action or failed to take any action that has had or would reasonably have been expected to have the effect of accelerating to the Pre-Closing Period royalties or other revenues that would otherwise be expected to be paid or incurred after the Closing; or (pr) Suffered committed to do any material adverse change of the foregoing (except to the extent that any such actions relate to the transfer of assets or liabilities to Seller as disclosed in the Business or to the AssetsDisclosure Schedules).

Subsequent Events. Other than Except as set forth listed on EXHIBIT 2.16Schedule 2.9, since March 30, 2008, there has not been any change in the business or financial condition of the Company which has or is reasonably likely to result in a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing and except as listed on Schedule 2.9, since March 30, 2008 the Company has not, since the Balance Sheet Date: (a) Incurred sold, leased, transferred, licensed, or assigned any material obligation assets, tangible or liability (absoluteintangible, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with outside the performance Ordinary Course of this AgreementBusiness; (b) Discharged entered into any Contracts (or satisfied series of related Contracts) involving expenditures of more than $50,000 per annum, nor modified any material lien or encumbrancesuch existing Contracts, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on outside the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course Ordinary Course of businessBusiness; (c) Formed accelerated, terminated, made material modifications to, or acquired canceled any material Contract to which the Company is a party or disposed of by which it is bound (nor has any interest in any corporation, partnership, joint venture or other entityparty thereto done the same); (d) Made imposed any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance Encumbrance upon any of the Assetsits assets, tangible or intangible; (he) Sold made or contracted to sell or transferred or contracted to transfer authorized any change in the organizational documents of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of businessCompany; (if) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into experienced any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction destruction, or loss (whether or not covered by insurance) materially and adversely affecting to its property; (g) made or been subject to any change in its accounting practices, procedures or methods; (h) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the Ordinary Course of Business; (i) declared, set aside or made any payment or distribution of cash or other property to its properties, assets equity holder or business its other Affiliates with respect to such equity holder’s equity securities or the Business or the Assetsotherwise, or experienced purchased, redeemed or otherwise acquired any equity securities (including any Options to acquire its equity securities); (j) made capital expenditures or commitments therefor that amount in the aggregate to more than $50,000 (other than capital expenditures that are fully funded prior to the Closing); (k) except as otherwise contemplated by this Agreement, delayed or postponed the payment of any accounts payable or commissions or any other liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material adverse change liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable outside the Ordinary Course of Business; (l) made any charitable pledges exceeding in its financial condition, assets, prospects, liabilities the aggregate $5,000; (m) entered into any synthetic lease or businesssimilar arrangement or any off-balance sheet financing arrangement; (n) Declared lost any franchisee or paid a distribution, payment or dividend received written notice from any franchisee that it intends to (i) amend the material terms of any kind on agreement between such franchisee and the capital stock of CompanyCompany or any Subsidiary, or (ii) terminate or not renew any agreement it may have with the Company or any Subsidiary; (o) Repurchasedlost any supplier or received written notice from any material supplier that it intends to (i) reduce the level of business that it does with the Company or any Subsidiary, approved (ii) amend the material terms of any repurchase agreement between such supplier and the Company or agreed any Subsidiary, or (iii) terminate or not renew any agreement it may have with the Company or any Subsidiary; (p) taken any action or failed to repurchase take any action that has had or would reasonably have been expected to have the effect of Company's capital stockaccelerating to the Pre-Closing Period royalties or other revenues that would otherwise be expected to be paid or incurred after the Closing; or (pq) Suffered committed to do any material adverse change of the foregoing (except to the extent that any such actions relate to the transfer of assets or liabilities to Seller as disclosed in the Business or to the AssetsDisclosure Schedules).

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company Seller has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in the ordinary course of business or incurred any indebtedness; (b) Discharged D i s c h arged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute( a b s olute, accrued, contingent or otherwise) other than (i) liabilities l i abilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may havehas, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company Seller since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled cancelled any debts or claims or waived any rights, except in the ordinary course of business; (i) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of CompanySeller; (o) Repurchased, approved any repurchase or agreed to repurchase any of CompanySeller's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16disclosed in the last-filed HEALTHSOUTH Document, Company HEALTHSOUTH has not, since the Balance Sheet Datedate of the last-filed HEALTHSOUTH Document: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement;adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the September 30, 1996 Balance SheetSheet contained in the HEALTH- SOUTH Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (the "HEALTHSOUTH September 30 10-Q") or (ii) liabilities incurred since the Balance Sheet Date date of the HEALTHSOUTH September 30 10-Q in the ordinary course of business; (c) Formed , which discharge or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, satisfaction would have a material adverse effect on the Business;HEALTHSOUTH. (fc) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefortherefor which would have a material adverse effect on HEALTHSOUTH, except as may have been required due to income or operations of Company HEALTHSOUTH since the Balance Sheet Date;September 30, 1996. (gd) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets, tangible or intangible;, which assets are material to the consolidated business or financial condition of HEALTH- SOUTH. (he) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or assets material to the consolidated business of HEALTHSOUTH, cancelled any other assets used in the conduct of the Business, canceled any material debts or claims or waived any material rights, except in the ordinary course of business;. (if) Except in the ordinary course Granted any general or business consistent with past practices, granted any uniform increase in the rates of pay of employeesemployees or any material increase in salary payable or to become payable by HEALTHSOUTH to any officer or employee, consultants consultant or agentsagent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent;. (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (kg) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted hereunder;under other Sections hereof. (lh) Redeemed, purchased, sold or issued Issued any stock, bonds or other securities; , other than (mi) Experienced damagestock options granted to employees or consultants of HEALTHSOUTH or warrants granted to third parties, destruction or loss (whether or not covered by insurance) materially and adversely affecting any all of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change which are described in the Business or to the AssetsHEALTHSOUTH Documents, and (ii) approximately 300,000 shares of HEALTHSOUTH Common Stock issued in connection with certain immaterial acquisitions.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16Schedule 3.7, since May 1, 2001, the Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date been operated only in the ordinary course of business and there has not been any (i) material adverse change in the assets, liabilities, financial condition, earnings, properties, business; , customer base or results of operations, (cii) Formed damage, destruction or acquired condemnation with respect to any material asset or disposed property owned, leased or otherwise used by the Company or any Subsidiary, whether or not covered by insurance, (iii) declaration, setting aside or payment of any interest dividend whether in cash, stock or property with respect to the Stock or any corporation, partnership, joint venture redemption or other entity; acquisition of the Stock by the Company, (div) Made any payments to change by the Company in accounting methods, practices or loaned any money to any person principles, or entity (v) other than material transaction not in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in business entered into by the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes Company or any other liability on its books or otherwise provided thereforSubsidiary. Without limiting the foregoing, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used set forth on Schedule 3.7 and in the conduct of the Business, canceled any debts or claims or waived any rightseach case, except in the ordinary course of business, since May 1, 2001 to the date hereof, neither the Company nor any Subsidiary has: (a) sold, leased, transferred or otherwise disposed of any tangible assets or property related to the business of the Company or canceled, compromised, released or assigned any debt or claim relating to the business of the Company, in each case, in an amount individually in excess of $10,000; -10- 16 (b) created any Lien on any of the assets of the Company; (ic) Except made (or committed to make) capital expenditures in an aggregate amount in excess of $10,000 in any month; (d) instituted, settled or agreed to settle any litigation, action or proceeding before any Governmental Entity, except for settlement of workers' compensation and similar claims or other claims for personal injury, in each case not in excess of $10,000; (e) assumed, guaranteed, endorsed or otherwise become responsible for the ordinary course or business consistent with past practices, obligations of any Person; (f) granted any increase in the rates of pay of employees, consultants compensation or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agentfringe benefits; (jg) Authorized agreed, undertaken, or incurred committed to carry out any capital expenditures in excess investigation, assessment, remediation or response action regarding the presence or possible presence of Five Thousand and No/100 Dollars ($5,000.00)hazardous substances; (kh) Except except for this Agreement and any other agreement executed and delivered pursuant to this AgreementMaterial Contracts listed on Schedule 3.19, entered into any material transaction other than in the ordinary course of business agreement, contract, license, lease, arrangement or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stockcommitment; or (pi) Suffered authorized or entered into any material adverse change binding commitment (whether written or oral) to take any of the types of actions described in the Business or to the Assetsforegoing paragraphs (a) through (h).

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company Dentist has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in the course of business; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (ed) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (fe) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company Dentist since the Balance Sheet Date; (gf) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (hg) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (ih) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (ji) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (kj) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (mk) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (pl) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than as set forth on EXHIBIT 2.16Since the date of the most recent Financial Statements, the Company has not: (i) issued any stock (other than the Class B Shares), since bond or other corporate security; (ii) borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), except current liabilities incurred and liabilities under contracts entered into in the Balance Sheet Date: ordinary course of business which do not have an adverse effect upon the business or finances of the Company; (aiii) Incurred discharged or satisfied any material lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued, contingent accrued or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwisecontingent) other than (i) current liabilities shown or reflected on the Balance Sheet, (ii) Financial Statements and current liabilities incurred since the Balance Sheet Date date of the Financial Statements in the ordinary course of business; ; (civ) Formed declared or acquired made any payment or disposed distribution to shareholders or purchased or redeemed any share of any interest in any corporation, partnership, joint venture its capital stock or other entity; security; (dv) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (e) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgagedmortgaged, pledged or subjected to any lien, charge or other encumbrance lien any of the Assetsits assets, tangible or intangible; , other than liens which arise by operation of law or liens of current real property taxes not yet due and payable; (hvi) Sold or contracted to sell sold, assigned or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rightsits tangible assets, except in the ordinary course of business; , or cancelled any debt or claim; (ivii) Except sold, assigned, transferred or granted any exclusive license with respect to any patent, trademark, trade name, service mark, copyright, trade secr▇▇ ▇r other intangible asset; (viii) suffered any loss of property or waived any right, whether or not in the ordinary course or business consistent with past practices, granted of business; (ix) made any increase change in officer compensation; (x) made any change in the rates manner of pay of employees, consultants business or agents, or by means of operations including any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; change in accounting principles and practices; (jxi) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than except in the ordinary course of business or permitted hereunder; as otherwise contemplated hereby; or (lxii) Redeemed, purchased, sold entered into any commitment (contingent or issued any stock, bonds or other securities; (motherwise) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting to do any of its propertiesthe foregoing; except to the extent expressly authorized or required by this Agreement, assets or business or which authorization includes payments under the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change Dissolution Plan, Profit Sharing Plan and Bonus Plan, Non-Competition Payments, and the Company's expenses in connection with the Business or to the Assetstransactions contemplated by this Agreement, all specified in Schedule 2.14.

Subsequent Events. Other than Except as set forth disclosed on EXHIBIT 2.16Exhibit 2.15, the Company has not, since the Balance Sheet Date: (a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of for this Agreement, other than in the ordinary course of business or incurred any indebtedness; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, Sheet or (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (c) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (d) Made any payments to or loaned any money to any person or entity other than in the ordinary course of businessbusiness consistent with past practices; (e) Lost or terminated any employee, patient, customer or supplier that has or may havehas, individually or in the aggregate, a material adverse effect on the Businessits business; (f) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (g) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assetsassets of the Company, tangible or intangible; (h) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, Company's business or canceled any debts or claims or waived any rights, except in the ordinary course of businessbusiness consistent with past practices; (i) Except in the ordinary course or of business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (j) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.005,000); (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or as permitted hereunder; (l) Redeemed, purchased, sold or issued any stock, bonds or other securities; (m) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (n) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (o) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (p) Suffered any material adverse change in the Business or to the Assets.

Subsequent Events. Other than Except as set forth on EXHIBIT 2.16, Company has notSchedule 3.5, since December 31, 2013, (i) the Balance Sheet DateAcquired Entities have conducted their respective businesses only in, and have not engaged in any transaction other than in accordance with, the Ordinary Course of Business and (ii) there has not occurred any Material Adverse Effect. Except as set forth on Schedule 3.5, since December 31, 2013, no Acquired Entity has: (a) Incurred purchased or redeemed any material shares of its capital stock, or granted or issued any option, warrant or other right to purchase or acquire any such shares; (b) other than in the Ordinary Course of Business, paid, cancelled, incurred, waived, settled or discharged or satisfied any indebtedness, claim, Action, liability or obligation or liability (whether absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement; (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business); (c) Formed encumbered any of its material properties or acquired assets, tangible or intangible, except for Encumbrances incurred in the Ordinary Course of Business, or sold, transferred or otherwise disposed of any interest assets, properties or rights of the business of the Acquired Entities, except for Inventory sold in any corporation, partnership, joint venture or other entitythe Ordinary Course of Business and sales of obsolete machinery sold in the Ordinary Course of Business; (d) Made (i) granted any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses consistent with past practice) or loan to, any officer, manager, director, member, or employee of such Acquired Entity (other than normal increases in salaries or other compensation not in excess of five percent (5%) per annum made in the Ordinary Course of Business and increases in salaries or other compensation required by any preexisting agreement), or any increase in, or any addition to, other benefits (including any bonus, profit-sharing, pension, change in control, severance or other plan) to which any of the officers, managers, directors, members or employees may be entitled, or any payments to any pension, retirement, profit-sharing, bonus or loaned similar plan except payments in the Ordinary Course of Business and consistent with past practice made pursuant to the Employee Benefit Plans, or any money other payment or benefit of any kind to or on behalf of any person officer, manager, director, member or entity employee other than payment of base compensation and reimbursement for reasonable expenses in the ordinary course Ordinary Course of businessBusiness, (ii) hired any new employee (other than to fill a vacancy) who receives a salary in excess of $50,000 per year or (iii) failed to make contributions to the Employee Benefit Plans in accordance with past practice; (e) Lost entered into, terminated, adopted or terminated amended, in any employeematerial respect, patientany employment, customer change in control or supplier that has severance agreement or may have, individually any other Employee Benefit Plan or in the aggregate, a material adverse effect on the Businesscollective bargaining agreement; (f) Increased or established suffered any reserve for taxes change or, to the Knowledge of the Company, received any threat of any change in any of its relations with, or any other liability on its books loss or, to the Knowledge of the Company, threat of loss of, any of the Top Suppliers, distributors, Top Customers or otherwise provided thereforemployees, except as may have been required due in each case, that are material to income or operations the business of Company since the Balance Sheet DateAcquired Entities; (g) Mortgageddisposed of or has failed to keep in effect any rights in, pledged to or subjected for the use of any Intellectual Property, franchise, license, Permit or certificate, in each case, material to any lien, charge or other encumbrance any the business of the Assets, tangible or intangibleAcquired Entities; (h) Sold changed any method of keeping of their respective books of account or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of businessaccounting practices; (i) Except in entered into any transaction, agreement or event outside the ordinary course Ordinary Course of Business or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employeedirector, consultant manager, member, shareholder, or agentother Affiliate of the Company or any “associates” (as defined in the rules and regulations of the Securities and Exchange Commission) of any of the foregoing; (j) Authorized made, authorized or incurred deferred any single capital expenditure in excess of $25,000, or capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00)200,000 in the aggregate; (k) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into changed or modified in any material transaction other than manner its existing credit, collection and payment policies, procedures and practices with respect to Receivables and Payables, respectively, including acceleration of collections of Receivables, failure to make or delay in the ordinary course making collections of business Receivables (whether or permitted hereundernot past due), acceleration of payment of Payables or failure to pay or delay in payment of Payables; (l) Redeemedincurred any material damage, purchaseddestruction, sold theft, loss or issued any stock, bonds or other securities;business interruption, (m) Experienced damagemade any declaration, destruction payment or loss setting aside for payment of any dividend or other distribution (whether in cash, stock or not covered by insuranceproperty) materially and adversely affecting with respect to any securities of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or businessCompany; (n) Declared made or paid a distributionrevoked any Tax election, payment settled or dividend of compromised any kind on the capital stock of Company;material Tax liability with any Tax authority, or filed any amended Tax Return; or (o) Repurchased, approved any repurchase waived or agreed to repurchase any of Company's capital stock; or (p) Suffered released any material adverse change right or claim of any Acquired Entity or incurred any modifications, amendments or terminations of any Contracts which are in the Business or aggregate materially adverse to the AssetsAcquired Entities or their business.

Subsequent Events. Other than as set forth on EXHIBIT 2.16, Company has not, since the Balance Sheet Date: (al) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) or entered into any contract, lease, license or commitment, except in connection with the performance of this Agreement, other than in the course of business; (bm) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the ordinary course of business; (cn) Formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (do) Made any payments to or loaned any money to any person or entity other than in the ordinary course of business; (ep) Lost or terminated any employee, patient, customer or supplier that has or may have, individually or in the aggregate, a material adverse effect on the Business; (fq) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of Company since the Balance Sheet Date; (gr) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the Assets, tangible or intangible; (hs) Sold or contracted to sell or transferred or contracted to transfer any of the Assets or any other assets used in the conduct of the Business, canceled any debts or claims or waived any rights, except in the ordinary course of business; (it) Except in the ordinary course or business consistent with past practices, granted any increase in the rates of pay of employees, consultants or agents, or by means of any bonus or pension plan, contract or other commitment, increased the compensation of any officer, employee, consultant or agent; (ju) Authorized or incurred any capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00); (kv) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted hereunder; (lw) Redeemed, purchased, sold or issued any stock, bonds or other securities; (mx) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business or the Business or the Assets, or experienced any other material adverse change in its financial condition, assets, prospects, liabilities or business; (ny) Declared or paid a distribution, payment or dividend of any kind on the capital stock of Company; (oz) Repurchased, approved any repurchase or agreed to repurchase any of Company's capital stock; or (paa) Suffered any material adverse change in the Business or to the Assets.