Common use of Subsequent Events Clause in Contracts

Subsequent Events. Except as set forth on Schedule 3.9, since the Balance Sheet Date there has not been any Material Adverse Effect with respect to any of the Acquired Entities or any of its Subsidiaries. Without limiting the foregoing, since that date: (a) none of the Acquired Entities nor any of its Subsidiaries has sold, leased, transferred or assigned any assets other than for a fair consideration in the Ordinary Course of Business; (b) none of the Acquired Entities nor any of its Subsidiaries has entered into any Contract (or series of related Contracts) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business; (c) none of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (d) no Seller Party that is party to any Contract to which any of the Acquired Entities or any of its Subsidiaries is a party or by which it is bound or any of its assets is subject has Breached any such Contract; (e) no Encumbrance has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 or outside the Ordinary Course of Business; (g) none of the Acquired Entities nor any of its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (h) none of the Acquired Entities nor any of its Subsidiaries has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 in the aggregate; (i) none of the Acquired Entities nor any of its Subsidiaries has delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (j) none of the Acquired Entities nor any of its Subsidiaries has canceled, compromised, waived or released any Action (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (k) none of the Acquired Entities nor any of its Subsidiaries has granted any Contracts or any rights under or with respect to any Intellectual Property; (l) except as set forth on Schedule 3.5, there has been no change made or authorized to the Organizational Documents of any Acquired Entity or any of its Subsidiaries; (m) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries has issued, sold or otherwise disposed of any of its Equity Interests; (n) none of the Acquired Entities nor any of its Subsidiaries has declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Equity Interests; (o) none of the Acquired Entities nor any of its Subsidiaries has experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tear; (p) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers or employees; (q) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has entered into any employment, collective bargaining or similar Contract or modified the terms of any such existing Contract; (r) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries has committed to pay any bonus or granted any increase in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or employees; (s) none of the Acquired Entities nor any of its Subsidiaries has adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or similar Contract for the benefit of any of its directors, officers or employees (or taken any such action with respect to any other Employee Benefit Plan); (t) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or employees; (u) none of the Acquired Entities has made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (v) to the Knowledge of each Seller Party, there has not been any other occurrence, event, incident, action, failure to act or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (w) none of the Acquired Entities nor any of its Subsidiaries has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Date; and (aa) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries has committed to do any of the foregoing.

Subsequent Events. Except as set forth on Schedule 3.9(i) Since October 31, since the Balance Sheet Date 1997, there has not been any Material Adverse Effect material adverse change in the business, financial condition or operations of the MHE Business. (ii) Since October 31, 1997, neither HarnCo nor Sellers nor their Affiliates have, with respect to the MHE Business, engaged in any material practice, taken any material action or entered into any material transaction outside the Ordinary Course of Business (other than (A) the Acquired Entities transactions contemplated by or any referred to in the Transaction Agreements and (B) the reorganization of its Subsidiariestheir Subsidiaries in Canada, Mexico, the United States, and the United Kingdom to facilitate the transactions contemplated by the Transaction Agreements). Without limiting the generality of the foregoing, since that dateOctober 31, 1997, none of Sellers, HarnCo (with respect to the MHE Business), the Companies or the Companies' Subsidiaries: (aA) none of the Acquired Entities nor any of its Subsidiaries has sold, leased, transferred transferred, or assigned any assets of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (bB) none has (nor, to the Knowledge of the Acquired Entities nor Specified Employees, has any of its Subsidiaries has entered into other party) accelerated, terminated, modified or cancelled any Contract or license (or series of related Contracts) (iContracts and licenses) involving more than CDN$500,000, with respect to any Conditional Sales Contract or $50,000 (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business change orders for sales and except for Sales Contracts entered into purchasing contracts in the Ordinary Course of Business); (cC) none of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (d) no Seller Party that is party to any Contract to which any of the Acquired Entities or any of its Subsidiaries is a party or by which it is bound or any of its assets is subject has Breached any such Contract; (e) no Encumbrance has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 $1,250,000 or outside the Ordinary Course of Business; (gD) none of has issued any note, Guaranty, bond or other debt security or created, incurred or assumed any Indebtedness, either involving more than $250,000 singly or $1,000,000 in the Acquired Entities nor any of its Subsidiaries aggregate (for the entire MHE Business); (E) has made any capital investment in, any loan to, material change in the policies of the Companies or any acquisition of their Subsidiaries with respect to the payment of accounts payable or other current Liabilities or the collection of accounts receivable, including any acceleration, deferral or write-off of the securities payment or assets ofcollection thereof, as applicable. (F) has cancelled, compromised, waived or released any other Person right or claim (or series of related capital investments, loans, rights and acquisitionsclaims) either involving more than CDN$50,000 $250,000 or outside the Ordinary Course of Business; (hG) none of the Acquired Entities nor has made any of its Subsidiaries has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 general changes in the aggregateemployee compensation; (iH) none has made any material change in accounting policies (including with respect to intercompany transactions) in connection with the maintenance of the Acquired Entities nor any books and records of its Subsidiaries has delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of MHE Business; (jI) none of the Acquired Entities nor any of its Subsidiaries has canceled, compromised, waived or released any Action (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (k) none material rights of the Acquired Entities nor any of its Subsidiaries has granted any Contracts or any rights under or with respect to any Intellectual Property; (l) except as set forth on Schedule 3.5, there has been no change made or authorized to the Organizational Documents of any Acquired Entity Company or any of its Subsidiaries, except in the Ordinary Course of Business and for fair value; (mJ) except as set forth on Schedule 3.5has removed any Exchange Proceeds from the Companies or their Subsidiaries (by dividend, distribution, redemption or other means); or (K) none of HarnCo, the Acquired Entities Sellers, the Companies nor any of its Subsidiaries has issued, sold or otherwise disposed of any of its Equity Interests; (n) none of the Acquired Entities nor any of its Subsidiaries has declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Equity Interests; (o) none of the Acquired Entities nor any of its Subsidiaries has experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tear; (p) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers or employees; (q) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has entered into any employment, collective bargaining or similar Contract or modified the terms of any such existing Contract; (r) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Companies' Subsidiaries has committed to pay any bonus or granted any increase in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or employees; (s) none of the Acquired Entities nor any of its Subsidiaries has adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or similar Contract for the benefit of any of its directors, officers or employees (or taken any such action with respect to any other Employee Benefit Plan); (t) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or employees; (u) none of the Acquired Entities has made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (v) to the Knowledge of each Seller Party, there has not been any other occurrence, event, incident, action, failure to act or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (w) none of the Acquired Entities nor any of its Subsidiaries has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Date; and (aa) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries has committed to do any of the foregoing.

Subsequent Events. Except as set forth in Section 2(f) of the Disclosure Schedule or as otherwise disclosed in the Financial Statements, since December 31, 1996 with respect to Station WQCB(FM), and since October 1, 1997 with respect to Station WBZN(FM), there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller with respect to the operation of the Stations. Without limiting the generality of the foregoing, since December 31, 1996 with respect to the operation of Station WQCB(FM), and since October 1, 1997 with respect to the operation of Station WBZN(FM), except as set forth on Schedule 3.9, since 2(f): (i) the Balance Sheet Date there Seller has not been any Material Adverse Effect with respect to any of the Acquired Entities or any of its Subsidiaries. Without limiting the foregoing, since that date: (a) none of the Acquired Entities nor any of its Subsidiaries has sold, leased, transferred transferred, or assigned any assets of its material assets, tangible or intangible; (ii) other than for a fair consideration in this Agreement, the Seller has not entered into any agreement, contract, lease, sublease, license, or sublicense (or series of related agreements, contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business; (biii) none of the Acquired Entities nor no party has accelerated, terminated, modified, or canceled any of its Subsidiaries has entered into any Contract agreement, contract, lease, sublease, license, or sublicense (or series of related Contracts) (iagreements, contracts, leases, subleases, licenses, and sublicenses) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business; (c) none of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (d) no Seller Party that is party to any Contract $5,000 to which any of the Acquired Entities or any of its Subsidiaries Seller is a party or by which it is bound or any of its assets is subject has Breached any such Contractare bound; (eiv) no Encumbrance Security Interest has been granted by any Seller Party imposed upon any of the assets of any of the Acquired Entities Seller's assets, tangible or any of its Subsidiariesintangible; (fv) none of the Acquired Entities nor any of its Subsidiaries Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 or outside the Ordinary Course of BusinessB__iness; (gvi) none of the Acquired Entities nor any of its Subsidiaries Seller has not made any capital investment in, any loan (other than extensions of credit in the Ordinary Course of Business) to, or any acquisition of the securities or assets of, (other than acquisitions of assets in the Ordinary Course of Business) of any other Person person (or series of related capital investments, loans, and acquisitions); (vii) either involving more than CDN$50,000 [Intentionally Deleted] (viii) the Seller has not delayed or postponed (beyond its normal practice in the Ordinary Course of Business) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (hx) none of the Acquired Entities nor any of its Subsidiaries Seller has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 in the aggregate; (i) none of the Acquired Entities nor any of its Subsidiaries has delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (j) none of the Acquired Entities nor any of its Subsidiaries has canceled, compromised, waived or released any Action (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (k) none of the Acquired Entities nor any of its Subsidiaries has not granted any Contracts license or sublicense of any rights under or with respect to any Intellectual Property; (lxi) except as set forth on Schedule 3.5, there the Seller has been no change made or authorized to the Organizational Documents of any Acquired Entity or any of its Subsidiaries; (m) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries has issued, sold or otherwise disposed of any of its Equity Interests; (n) none of the Acquired Entities nor any of its Subsidiaries has declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Equity Interests; (o) none of the Acquired Entities nor any of its Subsidiaries has not experienced any material damage, destruction destruction, or loss (whether or not covered by insurance) to any of its assets property or properties, excepting normal wear and tearany action adversely affecting the FCC Licenses; (pxii) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers officers, and employees giving rise to any claim or employeesright on its part against the person or on the part of the person against it; (qxiii) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries Seller has not entered into any employmentemployment contract, consulting contract or severance agreement or collective bargaining agreement, written or similar Contract oral, or modified the terms of any such existing Contractcontract or agreement; (rxiv) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries Seller has committed to pay any bonus or not granted any increase (outside routine salary and wage increases in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business) in the rate of compensation, of commissions, bonus or other remuneration payable, or granted any of its other directors, officers or employees; (s) none of the Acquired Entities nor any of its Subsidiaries has adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or similar Contract for the benefit of termination pay to, any of its directors, officers or employees (or taken any such action with respect to any other Employee Benefit Plan)officers, and employees; (txv) except as set forth on Schedule 3.27the Seller has not adopted any (A) bonus, none of the Acquired Entities nor (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its Subsidiaries directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or employees; (u) none of the Acquired Entities has made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or officers, and employees outside the Ordinary Course of Business; (vxvii) to the Knowledge of each Seller Party, there has not been any other occurrence, event, incident, action, failure to act act, or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of BusinessBusiness involving the Seller; (wxviii) none of the Acquired Entities nor any of Seller has not altered its Subsidiaries has made any payment on any indebtedness (including trade payables) in advance of credit and collection policies or its regularly scheduled due dateaccounting policies; (xxix) except as set forth on Schedule 3.34the Seller has not materially altered the programming, none format or call letters of the Acquired Entities nor any of Stations, or its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliatespromotional and marketing activities; (yxx) none the Seller has not applied to the FCC for any modification of the Acquired Entities nor FCC Licenses or failed to take any of its Subsidiaries action necessary to preserve the FCC Licenses and has made any change operated the Stations in its accounting practice, policies or procedures, made any adjustment to its books compliance therewith and records or recharacterized any assets or Liabilities;with all FCC rules and regulations; or (zxxi) neither of the Acquired Entities nor any of their Subsidiaries Seller has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Date; and (aa) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries has not committed to do any of the foregoing.

Subsequent Events. Except as set forth on Schedule 3.93.7, since November 30, 2004, the Balance Sheet Date there Company has operated its business in the Ordinary Course of Business, and the Company has not been suffered any Material Adverse Effect with respect to any of the Acquired Entities or any of its SubsidiariesEffect. Without limiting the foregoing, since Since that date, except as set forth on Schedule 3.7: (a) none of the Acquired Entities nor any of its Subsidiaries Company has not sold, leased, transferred transferred, or assigned any assets of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) none of the Acquired Entities nor any of its Subsidiaries Company has not entered into any Contract agreement, contract, lease, or license (or series of related Contractsagreements, contracts, leases, and licenses) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in or that is otherwise material to the Ordinary Course of BusinessCompany; (c) none no party (including the Company) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (drelated agreements, contracts, leases, and licenses) no Seller Party that is party to any Contract involving more than $10,000 to which any of the Acquired Entities or any of its Subsidiaries Company is a party or by which it any of them is bound or bound; (d) the Company has not imposed any Lien upon any of its assets is subject has Breached any such Contractassets, tangible or intangible; (e) no Encumbrance the Company has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 or outside the Ordinary Course of Business; (gf) none of the Acquired Entities nor any of its Subsidiaries Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (hg) none of the Acquired Entities nor any of its Subsidiaries Company has not issued any note, bond bond, or other debt security or created, incurred, assumed assumed, or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract either obligation involving more than CDN$100,000 individually or CDN$200,000 $10,000 in the aggregate; (ih) none of the Acquired Entities nor any of its Subsidiaries has delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (j) none of the Acquired Entities nor any of its Subsidiaries has canceled, compromised, waived or released any Action (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (k) none of the Acquired Entities nor any of its Subsidiaries has granted any Contracts or any rights under or with respect to any Intellectual Property; (l) except as set forth on Schedule 3.5, there has been no change made or authorized to in the Organizational Documents Certificate of any Acquired Entity Organization or any Operating Agreement of its Subsidiariesthe Company; (mi) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries Company has not issued, sold sold, or otherwise disposed of any of its Equity Interestscapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its limited liability company interests; (nj) none of the Acquired Entities nor any of its Subsidiaries Company has not declared, set aside aside, or paid any dividend or made any distribution with respect to its Equity Interests limited liability company interests (whether in cash or in kind) or redeemed, purchased purchased, or otherwise acquired any of its Equity Interestslimited liability company interests; (ok) none of the Acquired Entities nor any of its Subsidiaries Company has experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tear; (p) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any loan to, or entered into any other transaction with, any of its members, managers, directors, officers or employees; (q) except as set forth on Schedule 3.27officers, none of the Acquired Entities nor any of its Subsidiaries has entered into any employment, collective bargaining or similar Contract or modified the terms of any such existing Contract; (r) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries has committed to pay any bonus or granted any increase in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or employees; (s) none of the Acquired Entities nor any of its Subsidiaries has adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or similar Contract for the benefit of any of its directors, officers or and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or employees; (u) none of the Acquired Entities has made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (vl) to the Knowledge of each Seller Party, there Company has not been any increased the compensation or benefits payable to its members, managers, directors, officers, and employees other occurrence, event, incident, action, failure to act or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or scheduled increases in the aggregate) or outside the Ordinary Course of BusinessBusiness or with prior written authorization from Buyer; (wm) none of the Acquired Entities nor any of its Subsidiaries Company has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has not made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made collection or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Datepractices; and (aan) except as disclosed in this Section 3.9 and in neither the Schedules referenced hereinabove, none of the Acquired Entities Company nor any of its Subsidiaries Member has committed or agreed to do any of the foregoing.

Subsequent Events. Except as set forth on Schedule 3.93.7, since June 30, 2004, the Balance Sheet Date there Company and ▇▇▇▇▇▇▇▇▇ have conducted its operations and business in the Ordinary Course of Business consistent with past practices, and the Company has not been suffered any Material Adverse Effect with respect to any of the Acquired Entities or any of its SubsidiariesChange. Without limiting the foregoing, since Since that date, except as set forth on Schedule 3.7: (a) none of the Acquired Entities nor any of its Subsidiaries Company has not sold, leased, transferred transferred, or assigned any assets of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) none of the Acquired Entities nor any of its Subsidiaries Company has not entered into any Contract agreement, contract, lease, or license (or series of related Contractsagreements, contracts, leases, and licenses) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in or that is otherwise material to the Ordinary Course of BusinessCompany; (c) none no party (including the Company) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated related agreements, contracts, leases, and licenses) involving more than $10,000 in the Ordinary Course of Business; (d) no Seller Party that is party to any Contract aggregate to which any of the Acquired Entities or any of its Subsidiaries Company is a party or by which it any of them is bound or bound; (d) the Company has not imposed any Lien upon any of its assets is subject has Breached any such Contractassets, tangible or intangible; (e) no Encumbrance the Company has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 or outside the Ordinary Course of Business; (gf) none of the Acquired Entities nor any of its Subsidiaries Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (hg) none of the Acquired Entities nor any of its Subsidiaries Company has not issued any note, bond bond, or other debt security or created, incurred, assumed assumed, or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract either obligation involving more than CDN$100,000 individually or CDN$200,000 $10,000 in the aggregate; (ih) none of the Acquired Entities nor any of its Subsidiaries has delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (j) none of the Acquired Entities nor any of its Subsidiaries has canceled, compromised, waived or released any Action (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (k) none of the Acquired Entities nor any of its Subsidiaries has granted any Contracts or any rights under or with respect to any Intellectual Property; (l) except as set forth on Schedule 3.5, there has been no change made or authorized to in the Organizational Documents Articles of any Acquired Entity Incorporation or any Bylaws of its Subsidiariesthe Company; (mi) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries Company has not issued, sold sold, or otherwise disposed of any of its Equity Interestscapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (nj) none of the Acquired Entities nor any of its Subsidiaries Company has not declared, set aside aside, or paid any dividend or made any distribution with respect to its Equity Interests capital stock (whether in cash or in kind) or redeemed, purchased purchased, or otherwise acquired any of its Equity Interestscapital stock; (ok) none of the Acquired Entities nor any of its Subsidiaries Company has experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tear; (p) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers or employees; (q) except as set forth on Schedule 3.27officers, none of the Acquired Entities nor any of its Subsidiaries has entered into any employment, collective bargaining or similar Contract or modified the terms of any such existing Contract; (r) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries has committed to pay any bonus or granted any increase in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or employees; (s) none of the Acquired Entities nor any of its Subsidiaries has adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or similar Contract for the benefit of any of its directors, officers or and employees (or taken any such action with respect to any other Employee Benefit Plan); (t) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or employees; (u) none of the Acquired Entities has made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (vl) to the Knowledge of each Seller Party, there Company has not been any increased the compensation or benefits payable to its directors, officers, and employees other occurrence, event, incident, action, failure to act or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or scheduled increases in the aggregate) or outside the Ordinary Course of Business; (wm) none of the Acquired Entities nor any of its Subsidiaries Company has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has not made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made collection or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Datepractices; and (aan) except as disclosed in this Section 3.9 and in neither the Schedules referenced hereinabove, none of the Acquired Entities Company nor any of its Subsidiaries Shareholder has committed or agreed to do any of the foregoing.

Subsequent Events. Except as set forth on in Schedule 3.93.9 and 3.18, since the Balance Sheet Date there has not been any Material Adverse Effect Change with respect to any of the Acquired Entities or any of its SubsidiariesCompany. Without limiting the foregoingIn addition, since that date:, except as set forth in Schedules 3.9 and 3.18, none of the following has occurred to the date of this Agreement and, except in the Ordinary Course of Business, none will occur to the date of the closing, without the approval of Buyer. (a) none of the Acquired Entities nor any of its Subsidiaries Company has not sold, leased, transferred transferred, or assigned any assets other than for a fair consideration in the Ordinary Course of Business; (b) none of the Acquired Entities nor any of its Subsidiaries Company has not entered into any Contract (or series of related Contracts) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 $10,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business; (c) none of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (d) no Seller Party that is party to any Contract to which any of the Acquired Entities or any of its Subsidiaries Company is a party or by which it is bound or any of its assets is subject has Breached any such Contract; (ed) no Encumbrance has been granted by any Seller Party imposed upon any of the assets of any of the Acquired Entities or any of its SubsidiariesCompany; (fe) none of the Acquired Entities nor any of its Subsidiaries Company has not made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 $10,000 or outside the Ordinary Course of Business; (gf) none of the Acquired Entities nor any of its Subsidiaries Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than CDN$50,000 $10,000 or outside the Ordinary Course of Business; (hg) none of the Acquired Entities nor any of its Subsidiaries Company has not issued any note, bond bond, or other debt security or created, incurred, assumed assumed, or guaranteed any Liability for borrowed money or capitalized lease Contract either involving more than CDN$100,000 $10,000 individually or CDN$200,000 in the aggregate; (ih) none of the Acquired Entities nor any of its Subsidiaries Company has not delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (ji) none of the Acquired Entities nor any of its Subsidiaries Company has not canceled, compromised, waived waived, or released any Action (or series of related Actions) either involving more than CDN$50,000 $10,000 or outside the Ordinary Course of Business; (kj) none of the Acquired Entities nor any of its Subsidiaries Company has not granted any Contracts or any rights under or with respect to any Intellectual Property; other than in connection with the sale or lease of the goods or services in the Ordinary Course of Business; (lk) except as set forth on Schedule 3.5, there has been no change made or authorized to the Organizational Documents of any Acquired Entity or any of its Subsidiariesthe Company; (ml) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries Company has not issued, sold sold, or otherwise disposed of any of its Equity Interests; (nm) none of the Acquired Entities nor any of its Subsidiaries Company has not declared, set aside aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased purchased, or otherwise acquired any of its Equity Interests; (on) none of the Acquired Entities nor any of its Subsidiaries Company has not experienced any damage, destruction destruction, or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tear; (po) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries Company has not made any loan to, or entered into any other transaction outside the normal course of employment with, any of its directors, officers officers, or employees; (qp) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries Company has not entered into any employment, collective bargaining bargaining, or similar Contract or modified the terms of any existing such existing Contract; (rq) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries Company has not committed to pay any bonus or granted any increase in the base compensation (i) of any director, officer officer, or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers officers, or employees; (sr) none of the Acquired Entities nor any of its Subsidiaries Company has not adopted, amended, modified modified, or terminated any bonus, profit-sharing, incentive, severance severance, or similar Contract for the benefit of any of its directors, officers officers, or employees (or taken any such action with respect to any other Employee Benefit Plan); (ts) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries Company has not made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers officers, or employees; (ut) none of the Acquired Entities Company has not made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (vu) to the Knowledge of each Seller Party, there has not been any other occurrence, event, incident, action, failure to act act, or transaction with respect to the Acquired Entities or any of its Subsidiaries Company either involving more than CDN$100,000 $10,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (w) none of the Acquired Entities nor any of its Subsidiaries has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Date; and (aav) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries Company has not committed to do any of the foregoing.

Subsequent Events. Except as set forth on Schedule 3.9in the Financial Statements or as noted in SCHEDULE 4.9, since the Balance Sheet Date there has not been since February 28, 2002 any Material Adverse Effect with respect to any adverse change in the condition (financial or other), properties, assets, liabilities or prospects of Seller or the Acquired Entities or any of its SubsidiariesBusiness. Without limiting the generality of the foregoing, since that date: (a) none of the Acquired Entities nor any of its Subsidiaries Seller has not sold, leased, transferred or assigned any assets of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course ordinary course of Businessbusiness; (b) none of the Acquired Entities nor any of its Subsidiaries Seller has not entered into any Contract Contract, Lease or license (or series of related Contracts, Leases, and licenses) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 $10,000 or that is entered into outside the ordinary course of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Businessbusiness; (c) none No party (including Seller, has accelerated, terminated, modified or cancelled any Contract, Lease, Open Order, agreement or license (or series of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (drelated Contracts, Leases, Open Orders, agreements and licenses) no Seller Party that is party to any Contract to which any of the Acquired Entities or any of its Subsidiaries Seller is a party or by which it is bound bound; (d) Seller has not imposed or suffered any Lien upon any of its assets is subject has Breached any such Contractassets, tangible or intangible; (e) no Encumbrance Seller has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 $10,000 or outside the Ordinary Course ordinary course of Businessbusiness; (gf) none of the Acquired Entities nor any of its Subsidiaries Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, loans and acquisitions) either involving more than CDN$50,000 $10,000 or outside the Ordinary Course ordinary course of Businessbusiness; (g) Seller has not granted any license or sublicense of any right under or with respect to any Intellectual Property; (h) none of the Acquired Entities nor any of its Subsidiaries Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 in the aggregateobligation; (i) none of the Acquired Entities nor any of its Subsidiaries Seller has not delayed or postponed the payment of accounts payable or and other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or Obligations outside the Ordinary Course Seller's ordinary course of Businessbusiness; (j) none of the Acquired Entities nor any of its Subsidiaries Seller has cancelednot cancelled, compromised, waived or released any Action right or claim (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Businessrights and claims); (k) none of the Acquired Entities nor any of its Subsidiaries Seller has granted any Contracts or any rights under or with respect to any Intellectual Property; (l) except as set forth on Schedule 3.5, there has been no change made or authorized to the Organizational Documents of any Acquired Entity or any of its Subsidiaries; (m) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries has not issued, sold or otherwise disposed of any of its Equity Interestscapital stock or the capital stock of any Subsidiary, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or the capital stock of any Subsidiary; (nl) none of the Acquired Entities nor any of its Subsidiaries Seller has not declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests capital stock (whether in cash or in kind) or redeemed, purchased or otherwise acquired acquired, or become obligated to redeem, purchase or otherwise acquire, any of its Equity Interestscapital stock; (om) none of the Acquired Entities nor any of its Subsidiaries Seller has not experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tearproperty; (pn) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers officers, employees or employeesAffiliates outside the ordinary course of business; (qo) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries Seller has not entered into any employment, employment contract or collective bargaining agreement, written or similar Contract oral, or modified the terms of any existing such existing Contractcontract or agreement; (rp) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries Seller has committed to pay any bonus or not granted any increase in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or and employees; (sq) none of the Acquired Entities nor any of its Subsidiaries Seller has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or similar Contract other plan, contract or commitment for the benefit of any of its directors, officers or employees (or taken any such action with respect to any other Employee Benefit Planemployee benefit plan); (tr) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries Seller has not made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or and employees; (us) none of the Acquired Entities Seller has not made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or outside the Ordinary Course of Businesscontribution; (vt) Seller has not paid any amount to any third party with respect to any liability or obligation (including any costs and expenses Seller has incurred or may incur in connection with this Agreement and the Knowledge transactions contemplated hereby) which would constitute an Excluded Liability if in existence as of each Seller Party, the Closing Date; (u) there has not been any other adverse change, occurrence, event, incident, action, failure to act or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course ordinary course of Business; (w) none of the Acquired Entities nor any of its Subsidiaries has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any business involving Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing DateBusiness; and (aav) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries Seller has not committed to do or perform any of the foregoing.

Subsequent Events. Except as set forth on Schedule 3.9Since November 30, since the Balance Sheet Date 1999, there has not been any Material Adverse Effect with respect to any material adverse change in the business, assets, financial condition, operating results, customer relations or supplier relations of the Acquired Entities or any of its SubsidiariesBusiness. Without limiting the foregoingSince November 30, since that date1999, except as set forth on SCHEDULE 4(g) attached hereto: (ai) none of the Acquired Entities nor any of its Subsidiaries Seller has not sold, leased, transferred transferred, or assigned any of the assets of the Business, tangible or intangible, with an aggregate value greater than $25,000, other than for a fair consideration inventory in the Ordinary Course ordinary course of Businessbusiness; (bii) none of the Acquired Entities nor any of its Subsidiaries Seller has not entered into any Contract agreement, contract, lease, or license (or series of related Contractsagreements, contracts, leases, and licenses) (i) relating to the Business and involving more than CDN$500,000$25,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contractsin the ordinary course of business; (iii) no party (including Seller) has accelerated, either terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) relating to the Business involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business; (c) none of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (d) no Seller Party that is party to any Contract $25,000 to which any of the Acquired Entities or any of its Subsidiaries Seller is a party or by which it Seller is bound or any of its assets is subject has Breached any such Contractbound; (eiv) no Encumbrance Seller, with respect to the Business, has been granted by any Seller Party upon any maintained its assets and has made capital expenditures consistent with the Business's normal course of the assets of any of the Acquired Entities or any of its Subsidiariesoperations; (fv) none of the Acquired Entities nor any of its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 or outside the Ordinary Course of Business; (g) none of the Acquired Entities nor any of its Subsidiaries has made any capital investment inSeller, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (h) none of the Acquired Entities nor any of its Subsidiaries has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 in the aggregate; (i) none of the Acquired Entities nor any of its Subsidiaries has delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (j) none of the Acquired Entities nor any of its Subsidiaries has canceled, compromised, waived or released any Action (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (k) none of the Acquired Entities nor any of its Subsidiaries has granted any Contracts or any rights under or with respect to any Intellectual Property; (l) except as set forth on Schedule 3.5the Business, there has been no change made or authorized to the Organizational Documents of any Acquired Entity or any of its Subsidiaries; (m) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries has issued, sold or otherwise disposed of any of its Equity Interests; (n) none of the Acquired Entities nor any of its Subsidiaries has declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Equity Interests; (o) none of the Acquired Entities nor any of its Subsidiaries has not experienced any damage, destruction destruction, or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tearproperty over $25,000 in the aggregate; (pvi) except as set forth on Schedule 3.34Seller, none of with respect to the Acquired Entities nor any of its Subsidiaries Business, has made any loan to, or not entered into any other transaction withemployment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (vii) Since January 1, 2000, Seller, with respect to the Business, has not granted any increase in the base compensation of any of its directors, officers or employeesemployees other than as consistent with past custom and practice; (qviii) except as set forth on Schedule 3.27Since January 1, none of 2000, Seller, with respect to the Acquired Entities nor any of its Subsidiaries has entered into any employment, collective bargaining or similar Contract or modified the terms of any such existing Contract; (r) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries has committed to pay any bonus or granted any increase in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or employees; (s) none of the Acquired Entities nor any of its Subsidiaries has not adopted, amended, modified modified, or terminated any bonus, profit-sharing, incentive, severance severance, or similar Contract other plan, contract, or commitment for the benefit of any of its directors, officers or and employees (or taken any such action with respect to any other Employee Benefit Plan); (tix) except Seller, with respect to the Business, has not entered into any transaction with any of its directors, officers, employees or Affiliates (other than (A) ordinary course employment arrangements entered into in accordance with past custom and practice and (B) management services, technical and administrative support and supply provided by Seller and its Affiliates, none of which Buyer will be bound by after the Closing other than as set forth on Schedule 3.27, none of in the Acquired Entities nor any of its Subsidiaries has made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereofTransition Agreement), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or employees; (ux) none of Seller, with respect to the Acquired Entities Business, has made or pledged to make not entered into any charitable agreement, contract or other capital contribution either involving more than CDN$25,000 (individually or in arrangement with respect to the aggregate) or outside the Ordinary Course incurrence of Businessborrowed money; (vxi) to the Knowledge of each Seller Party, there has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business involving the Business; and (xii) Seller, with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (w) none of the Acquired Entities nor any of its Subsidiaries , has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Date; and (aa) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries has not committed to do any of the foregoing.

Subsequent Events. Except as set forth on Schedule 3.93.10, since September 30, 1997: (i) the Balance Sheet Date there Company has not been any Material Adverse Effect with respect to any of the Acquired Entities or any of its Subsidiaries. Without limiting the foregoing, since that date: (a) none of the Acquired Entities nor any of its Subsidiaries has sold, leased, transferred or assigned any assets other than for a fair consideration of the Business, tangible or intangible, except in the Ordinary Course of Business; Course; (bii) none of the Acquired Entities nor any of its Subsidiaries Company has not entered into any Contract agreement, contract, lease or license (or series of related Contracts) (iagreements, contracts, leases and licenses) involving more than CDN$500,000, with respect to any Conditional Sales Contract $1,000 or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business; Course; (c) none of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (diii) no Seller Party that is third party to has accelerated, terminated, modified or canceled any Contract to which any of the Acquired Entities material agreement, contract, lease or any of its Subsidiaries is a party or by which it is bound or any of its assets is subject has Breached any such Contract; (e) no Encumbrance has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries has made any capital expenditure license (or series of related capital expendituresagreements, contracts, leases and licenses) either involving more than CDN$250,000 relating to the Company or outside the Ordinary Course Business; (iv) the Company has not imposed or permitted the imposition of Business; (g) none any Encumbrance upon any assets of the Acquired Entities nor any of its Subsidiaries Business, tangible or intangible; (v) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and loans or acquisitions); (vi) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (h) none of the Acquired Entities nor any of its Subsidiaries Company has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 in obligations; (vii) the aggregate; (i) none of the Acquired Entities nor any of its Subsidiaries Company has not delayed or postponed the payment of accounts payable or and other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; Course; (jviii) none of the Acquired Entities nor any of its Subsidiaries Company has not canceled, compromised, waived or released any Action right or claim (or series of related Actionsrights and claims) either involving more than CDN$50,000 $1,000 or outside the Ordinary Course of Business; Course; (kix) none of the Acquired Entities nor any of its Subsidiaries Company has not granted any Contracts license or sublicense of any rights under or with respect to any Intellectual Property; (l) except as set forth on Schedule 3.5, there has been no change made Property used or authorized to the Organizational Documents of any Acquired Entity or any of its Subsidiaries; (m) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries has issued, sold or otherwise disposed of any of its Equity Interests; (n) none of the Acquired Entities nor any of its Subsidiaries has declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Equity Interests; (o) none of the Acquired Entities nor any of its Subsidiaries has experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tear; (p) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers or employees; (q) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has entered into any employment, collective bargaining or similar Contract or modified the terms of any such existing Contract; (r) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries has committed to pay any bonus or granted any increase useful in the base compensation Business; (ix) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or employees; (s) none of the Acquired Entities nor any of its Subsidiaries has adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or similar Contract for the benefit of any of its directors, officers or employees (or taken any such action with respect to any other Employee Benefit Plan); (t) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or employees; (u) none of the Acquired Entities has made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (v) to the Knowledge of each Seller Party, there has not been any other material occurrence, event, incident, action, failure to act or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; involving the Company except that is generally known by other NRTC 495543.1 13 members and affiliates; and (wxi) none of the Acquired Entities nor any of its Subsidiaries Company has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Date; and (aa) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries has not committed to do any of the foregoing. Since September 30, 1997, there has been no material adverse change in the operations, assets, prospects or condition (financial or otherwise) of the Company.

Subsequent Events. Except as set forth on Schedule 3.9SCHEDULE 4.4, since the Balance Sheet Date November 30, 2000, there has not been any Material Adverse Effect with respect to any Change in the Business, financial condition, operations, results of operations, or future prospects, of the Acquired Entities or any of its SubsidiariesBusiness. Without limiting the generality of the foregoing, since that date: (a) none of the Acquired Entities nor any of its Subsidiaries Company has not sold, leased, transferred transferred, or assigned any assets of its assets, tangible or intangible, used in the Business other than for a fair consideration in the Ordinary Course of Business; (b) none of the Acquired Entities nor any of its Subsidiaries Company has not entered into any Contract Contractual Obligation (or series of related ContractsContractual Obligations) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, contracts to sell goods in the Ordinary Course of Business) either involving more than CDN$250,000 $5,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business; (c) none no party has accelerated, terminated, modified or canceled any Contractual Obligation (or series of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (drelated Contractual Obligations) no Seller Party that is party to any Contract involving more than $5,000 to which any of the Acquired Entities or any of its Subsidiaries Company is a party or by which it is bound bound; (d) no Lien has been imposed upon any assets of Company, whether tangible or any of its assets is subject has Breached any such Contractintangible; (e) no Encumbrance Company has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 $5,000 or outside the Ordinary Course of Business; (gf) none of the Acquired Entities nor any of its Subsidiaries Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, loans and acquisitions) either involving more than CDN$50,000 ), or outside the Ordinary Course of Businesspaid or declared any dividend or distribution in cash, stock, or otherwise, to its shareholders; (hg) none of the Acquired Entities nor any of its Subsidiaries Company has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract either obligation, involving more than CDN$100,000 individually or CDN$200,000 $5,000 singly; except in the aggregateOrdinary Course of Business; (ih) none of the Acquired Entities nor any of its Subsidiaries Company has not delayed or postponed the payment of accounts payable or and other Liabilities either outside the Ordinary Course of Business; (i) Company has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than CDN$100,000 (individually or in the aggregate) $5,000 or outside the Ordinary Course of Business; (j) none of the Acquired Entities nor any of its Subsidiaries Company has canceled, compromised, waived or released any Action (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (k) none of the Acquired Entities nor any of its Subsidiaries has not granted any Contracts license or sublicense of any rights under or with respect to any Intellectual Property; (lk) except as set forth on Schedule 3.5, there Company has been no change made or authorized to the Organizational Documents of any Acquired Entity or any of its Subsidiaries; (m) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries has issued, sold or otherwise disposed of any of its Equity Interests; (n) none of the Acquired Entities nor any of its Subsidiaries has declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Equity Interests; (o) none of the Acquired Entities nor any of its Subsidiaries has not experienced any material damage, destruction or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tearproperty; (pl) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries Company has made any loan to, or not entered into any other transaction with, any of its directors, officers employment contract or employees; (q) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has entered into any employment, collective bargaining agreement, written or similar Contract oral, or modified the terms of any such existing Contractcontract or agreement; (rm) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries Company has committed to pay any bonus or not granted any increase in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) of its officers and employees outside of the Ordinary Course of Business, of any of its other directors, officers or employees; (sn) none of the Acquired Entities nor any of its Subsidiaries Company has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or similar Contract other plan, contract or commitment for the benefit of any of its directors, officers or and employees (or taken any such action with respect to any other Employee Benefit Plan); (to) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries Company has not made any other change in the employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or employees; (u) none of the Acquired Entities has made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or and employees outside the Ordinary Course of Business; (vp) Company has not made or pledged to make any charitable contribution outside the Knowledge Ordinary Course of each Seller Party, Business; (q) there has not been any other material occurrence, event, incident, action, failure to act act, or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (w) none of the Acquired Entities nor any of its Subsidiaries has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating Business with respect to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing DateBusiness; and (aar) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries Company has not committed to do any of the foregoing.

Subsequent Events. Except as set forth on Schedule 3.9in Section 6.22 of the Disclosure Schedule, since the Balance Sheet Date September 30, 2008, there has not been any Material Adverse Effect with respect to any Change in the business, financial condition, operations, results of operations or prospects of the Acquired Entities or any of its Subsidiaries. Without limiting the generality of the foregoing, since that date: (a) none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has sold, leased, transferred or assigned any assets of its assets, tangible or intangible, other than for a fair consideration and in the Ordinary Course of Business; (b) none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has entered into any Contract agreement, contract, lease, or license (or series of related Contracts) (iagreements, contracts, leases, and licenses) involving more than CDN$500,000, with respect to any Conditional Sales Contract $25,000 or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business; (c) none neither any Subsidiary, nor, to the Knowledge of the Acquired Entities nor Sellers or any Subsidiary, any other Party, has accelerated, terminated, modified or cancelled any agreement, contract, lease, or license (or series of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (drelated agreements, contracts, leases, and licenses) no Seller Party that is party to any Contract involving more than $25,000 to which any of the Acquired Entities or any of its Subsidiaries Subsidiary is a party or by which it is bound bound; (d) no Subsidiary has imposed or had imposed any Security Interest upon any of its assets is subject has Breached any such Contractassets, tangible or intangible; (e) no Encumbrance has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries Subsidiary has made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 $25,000 or outside the Ordinary Course of Business; (gf) none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has made any capital investment in, any loan to, to or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loansLoans, and acquisitions) either involving more than CDN$50,000 $25,000 or outside the Ordinary Course of Business; (hg) none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has issued any note, bond bond, or other debt security or created, incurred, assumed or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract obligation either involving more than CDN$100,000 individually $10,000 singly or CDN$200,000 $25,000 in the aggregate; (ih) none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has delayed or postponed the payment of accounts payable or and other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Businessliabilities; (ji) none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has canceledcancelled, compromised, waived or released any Action right or claim (or series of related Actionsrights and claims) either involving more than CDN$50,000 or outside the Ordinary Course of Business$10,000; (kj) none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has granted any Contracts license or sublicense of any rights under or with respect to any of its Intellectual Property; (lk) except as set forth on Schedule 3.5, there has been no change made or authorized to in the Organizational Documents of any Acquired Entity or any of its SubsidiariesSubsidiary; (ml) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has issued, sold sold, or otherwise disposed of any of its Equity Interestscapital stock, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (nm) none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has declared, set aside or paid any dividend or dividend, made any distribution with respect to its Equity Interests capital stock (whether in cash or in kind) ), or redeemed, purchased or otherwise acquired any of its Equity Interestscapital stock; (on) none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has experienced any material damage, destruction or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tearproperty; (po) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has made any loan to, or entered into any other transaction with, any of its directors, officers or and employees; (q) , except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has entered into any employment, collective bargaining or similar Contract or modified the terms of any such existing Contract; (r) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries has committed to pay any bonus or granted any increase advances in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or employees; (sp) none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or similar Contract other plan, contract, or commitment for the benefit of any of its directors, officers and directors or any of its employees (or taken any such action with respect to any other Employee Benefit Plan), other than, in the case of a Subsidiary’s 401(k) plan, such amendments as are required for the purpose of complying with applicable law; (tq) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has made any other change charitable contributions, which in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or employeesaggregate exceed $10,000; (ur) none of the Acquired Entities has made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (v) to the Knowledge of each Seller Party, there has not been any other occurrence, event, incident, action, failure to act or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (w) none of the Acquired Entities nor any of its Subsidiaries has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Date; and (aa) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries no Subsidiary has committed to do any of the foregoing; and (s) the Companies Business has been carried on only in the Ordinary Course of Business.

Subsequent Events. Except as set forth on Schedule 3.9Since February 27, since the Balance Sheet Date 2000, there has not been any Material Adverse Effect with respect to any material adverse change in the business, assets, financial condition, operating results, customer relations or supplier relations of the Acquired Entities or any of its SubsidiariesParent. Without limiting the foregoingSince February 27, since that date2000, except as set forth on SCHEDULE 5(g) attached hereto: (ai) none of the Acquired Entities nor any of its Subsidiaries Parent has not sold, leased, transferred transferred, or assigned any of the assets of Parent, tangible or intangible with an aggregate value greater than $100,000, other than for a fair consideration inventory in the Ordinary Course ordinary course of Businessbusiness; (bii) none of the Acquired Entities nor any of its Subsidiaries Parent has not entered into any Contract agreement, contract, lease, or license (or series of related Contracts) (iagreements, contracts, leases, and licenses) involving more than CDN$500,000$100,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contractsin the ordinary course of business; (iii) no party (including Parent) has accelerated, either terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business; (c) none of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (d) no Seller Party that is party to any Contract $100,000 to which any of the Acquired Entities or any of its Subsidiaries Parent is a party or by which it Parent is bound or any of its assets is subject has Breached any such Contractbound; (eiv) no Encumbrance Parent has been granted by any Seller Party upon any maintained its assets and made capital expenditures consistent with the its normal course of the assets of any of the Acquired Entities or any of its Subsidiariesoperations; (fv) none of the Acquired Entities nor any of its Subsidiaries Parent has made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 or outside the Ordinary Course of Business; (g) none of the Acquired Entities nor any of its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (h) none of the Acquired Entities nor any of its Subsidiaries has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 in the aggregate; (i) none of the Acquired Entities nor any of its Subsidiaries has delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (j) none of the Acquired Entities nor any of its Subsidiaries has canceled, compromised, waived or released any Action (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (k) none of the Acquired Entities nor any of its Subsidiaries has granted any Contracts or any rights under or with respect to any Intellectual Property; (l) except as set forth on Schedule 3.5, there has been no change made or authorized to the Organizational Documents of any Acquired Entity or any of its Subsidiaries; (m) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries has issued, sold or otherwise disposed of any of its Equity Interests; (n) none of the Acquired Entities nor any of its Subsidiaries has declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Equity Interests; (o) none of the Acquired Entities nor any of its Subsidiaries has not experienced any damage, destruction destruction, or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tearproperty in excess of $100,000 in the aggregate; (pvi) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries Parent has made any loan to, or not entered into any other transaction withemployment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (vii) Since January 1, 2000, Parent has not granted any increase in the base compensation of any of its directors, officers or employeesemployees other than as consistent with past custom and practice; (qviii) except as set forth on Schedule 3.27Since January 1, none of the Acquired Entities nor any of its Subsidiaries 2000, Parent has entered into any employment, collective bargaining or similar Contract or modified the terms of any such existing Contract; (r) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries has committed to pay any bonus or granted any increase in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or employees; (s) none of the Acquired Entities nor any of its Subsidiaries has not adopted, amended, modified modified, or terminated any bonus, profit-sharing, incentive, severance severance, or similar Contract other plan, contract, or commitment for the benefit of any of its directors, officers or and employees (or taken any such action with respect to any other Employee Benefit Plan); (tix) except as set forth on Schedule 3.27, none of the Acquired Entities nor Parent has not entered into any transaction with any of its Subsidiaries has made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers officers, employees or employeesAffiliates, other than ordinary course employment arrangements entered into in accordance with past custom and practice; (ux) none of the Acquired Entities Parent has made or pledged to make not entered into any charitable agreement, contract or other capital contribution either involving more than CDN$25,000 (individually or in arrangement with respect to the aggregate) or outside the Ordinary Course incurrence of Businessborrowed money; (vxi) to the Knowledge of each Seller Party, there has not been any other occurrence, event, incident, action, failure to act or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course ordinary course of Business; (w) none of the Acquired Entities nor any of its Subsidiaries has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Datebusiness involving Parent; and (aaxii) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries Parent has not committed to do any of the foregoing.

Subsequent Events. Except as set forth disclosed in a corresponding section on Schedule 3.94.8 and except as contemplated by this Agreement, since December 31, 2001, through the Balance Sheet Date date of this Agreement, the Companies have conducted their businesses in the ordinary course of business, and there has not been any Material Adverse Effect with respect to any of Change in the Acquired Entities or any of its SubsidiariesCompanies. Without limiting the generality of the foregoing, since that dateDecember 31, 2001, through the date of this Agreement (unless an earlier date is provided below), except as disclosed in a corresponding section on Schedule 4.8: (a) none None of the Acquired Entities nor Companies has issued, sold, granted options or rights to purchase, pledged, or authorized or proposed the issuance, sale, grant of options or rights to purchase or pledge any membership interests or securities of such Company, or granted or accelerated any right to convert or exchange any membership interests or securities of such Company. (b) None of the Companies has acquired or redeemed, directly or indirectly, or amended the terms of any membership interests or securities of such Company. (c) None of the Companies has split, combined or reclassified its capital stock or membership interests, or declared, set aside, made or paid any dividend or distribution (whether in cash, stock, membership interests or property) on any shares of its Subsidiaries capital stock or membership interests. (d) None of the Companies granted any stock-related or membership interest-related performance or similar awards or bonuses. (e) None of the Companies has sold, leased, transferred transferred, assigned or assigned any assets other than for a fair consideration in the Ordinary Course otherwise disposed of Business; (b) none of the Acquired Entities nor any of its Subsidiaries assets, tangible or intangible, other than inventory or other assets in the ordinary course of business. Without limiting the generality of the foregoing, the Companies have not instituted sales incentives or engaged in other sales practices that, to the Knowledge of the Sellers, resulted in customer inventory levels greater than would otherwise be consistent with past practices. (f) None of the Companies has entered into any Contract, or series of related Contracts (other than Inventory Purchase Orders), involving more than $25,000. (g) Between December 31, 2001, and December 5, 2002, none of the Companies has entered into any Inventory Purchase Order in excess of $25,000. (h) None of the Companies has accelerated, terminated, modified or cancelled any Contract (excluding Inventory Purchase Orders), lease or license (or series of related Contracts) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business; (c) none of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (d) no Seller Party that is party to any Contract $25,000 to which any of the Acquired Entities or any of its Subsidiaries it is a party or by which it is bound or bound. (i) None of the Companies has suffered the imposition of any Lien, other than Permitted Liens, upon any of its assets is subject has Breached any such Contract;assets. (ej) no Encumbrance has been granted by any Seller Party upon any None of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries Companies has made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 or outside $25,000 in the Ordinary Course of Business;aggregate. (gk) none None of the Acquired Entities nor any of its Subsidiaries Companies has made any capital investment in, any loan to, or any acquisition of the securities or assets of, of any other Person (or series Person, except in the ordinary course of related capital investments, loans, and acquisitions) either involving more than CDN$50,000 or outside the Ordinary Course of Business;such Company's business. (hl) none None of the Acquired Entities nor any of its Subsidiaries Companies has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability indebtedness for borrowed money or for a capitalized lease Contract obligation either involving more than CDN$100,000 individually $25,000 singly or CDN$200,000 $40,000 in the aggregate;aggregate or for any obligation of the Parents or any of their Affiliates. (im) none None of the Acquired Entities nor any of its Subsidiaries Companies has delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 liabilities outside the ordinary course of business. (individually or n) None of the Companies has granted any extension of credit in the aggregate) sale of products, collection of receivables or outside otherwise, other than in the Ordinary Course ordinary course of Business;business. (jo) none None of the Acquired Entities nor any of its Subsidiaries Companies has canceledcancelled, compromised, waived or released any Action right or claim (or series of related Actionsrights and claims) either involving more than CDN$50,000 or outside the Ordinary Course of Business;$25,000. (kp) none None of the Acquired Entities nor any of its Subsidiaries Companies has granted any Contracts license or sublicense of any rights under or with respect to any Intellectual Property;Property owned or licensed by the Companies and necessary and material to the operation of their business as currently conducted (excluding proprietary software provided to customers of the Companies in the ordinary course of business). (lq) except as set forth on Schedule 3.5None of the Companies has authorized any change in its Certificate of Formation, there has been no change made Operating Agreement, Articles of Incorporation, Memorandum of Association, By-Laws, Articles of Association or authorized to the Organizational Documents of any Acquired Entity or any of its Subsidiaries;other similar charter document. (mr) except as set forth on Schedule 3.5, none None of the Acquired Entities nor any of its Subsidiaries has issued, sold or otherwise disposed of any of its Equity Interests; (n) none of the Acquired Entities nor any of its Subsidiaries has declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Equity Interests; (o) none of the Acquired Entities nor any of its Subsidiaries Companies has experienced any material damage, destruction or loss (whether or not covered by insurance) to its assets or propertiesproperty, excepting normal reasonable wear and tear;tear excepted. (ps) except as set forth on Schedule 3.34, none None of the Acquired Entities nor any of its Subsidiaries Companies has made any loan to, or entered into any other transaction (other than employment arrangements the subject of clause (t) below) with, any director, manager or officer of its directorsany Seller Party or any relative by blood or marriage thereof, officers or employees;any of the Sellers, the Parents or any Affiliates thereof, or any employee of the Companies (other than routine payroll and travel advances and computer loans for employees of the Companies). (qt) except as set forth on Schedule 3.27, none None of the Acquired Entities nor any of its Subsidiaries Companies has entered into any employmentemployment or compensation agreements, collective bargaining agreements or any consulting agreements or any other similar Contract arrangements, written or oral, or modified the terms of any existing such existing Contract;contract or agreement, in each case outside the ordinary course of such Company's business. (ru) except as set forth on Schedule 4.16, none None of the Acquired Entities nor any of its Subsidiaries Companies has committed to pay any bonus or granted any increase in the base compensation of any employee or officer of the Companies in excess of 10% (ior, in the case of employees or officers with annual compensation greater than $35,000, in excess of 5%) of such employee's or officer's base annual compensation prior to such increase or outside the ordinary course of business, or made any directorother material changes in employment terms for its employees, officer or employee thereof that is a Seller directors outside the ordinary course of business. (or an Affiliate thereof), or (iiv) outside Except for amendments to reflect the provisions of the Ordinary Course Economic Growth Tax Relief Reconciliation Act of Business2001, of any of its other directors, officers or employees; (s) none of the Acquired Entities nor any of its Subsidiaries Companies has adopted, amended, modified or terminated any bonusbonus of any type, profit-sharing, incentive, severance or similar other plan, including a retirement plan, Contract or commitment for the benefit of any of its directors, officers or employees (and employees, or taken any such action with respect to any other Employee Benefit Plan);. (tw) except as set forth on Schedule 3.27, none None of the Acquired Entities nor any of its Subsidiaries has made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or employees; (u) none of the Acquired Entities Companies has made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or contribution, which, in the aggregate) or outside the Ordinary Course , is in excess of Business; (v) to the Knowledge of each Seller Party, there has not been any other occurrence, event, incident, action, failure to act or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (w) none of the Acquired Entities nor any of its Subsidiaries has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date;$5,000. (x) except as set forth on Schedule 3.34, none None of the Acquired Entities nor Companies has engaged in any methods of billing and collection, purchase, sale, lease, accounting or operation that materially vary from its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates;usual and customary past practice. (y) none None of the Acquired Entities nor any of its Subsidiaries Companies has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing a binding agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Date; and (aa) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries has committed to do any of the foregoing.

Subsequent Events. Except as set forth on Schedule 3.9(i) Since September 30, since the Balance Sheet Date 1999, there has not been any Material Adverse Effect with respect to any material adverse change in the business, financial condition, operations, or results of operations of the Acquired Entities or any of its SubsidiariesCompany. Without limiting the generality of the foregoing, except as listed on (S) 3(h)(i) of the Company Disclosure Schedule, since that date, the Company: (aA) none of the Acquired Entities nor any of its Subsidiaries has not sold, leased, transferred transferred, or assigned any assets other than for a fair consideration in of its assets, tangible or intangible outside the Ordinary Course of Business; (bB) none of the Acquired Entities nor any of its Subsidiaries has not entered into any Contract agreement, contract, lease, or license (or series of related Contractsagreements, contracts, leases, and licenses) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 $5,000 or that is entered into outside of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Business; (cC) none has not, and to the Knowledge of the Acquired Entities nor Company or any Stockholder no party has, accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (drelated agreements, contracts, leases, and licenses) no Seller Party that is party to any Contract involving more than $5,000 to which any of the Acquired Entities or any of its Subsidiaries Company is a party or by which it is bound bound; (D) has not imposed or permitted any Security Interest upon any of its assets is subject has Breached any such Contractassets, tangible or intangible; (eE) no Encumbrance has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 $5,000 or outside the Ordinary Course of Business; (gF) none of the Acquired Entities nor any of its Subsidiaries has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than CDN$50,000 or outside the Ordinary Course of BusinessPerson; (hG) none of the Acquired Entities nor any of its Subsidiaries has not issued any note, bond bond, or other debt security or created, incurred, assumed assumed, or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 in the aggregateobligation; (iH) none of the Acquired Entities nor any of its Subsidiaries has not delayed or postponed the payment of accounts payable or other Liabilities either involving more than CDN$100,000 outside of the Ordinary Course of Business; (individually I) has not canceled, compromised, waived, or in the aggregatereleased any right or claim (or series of related rights and claims) or outside the Ordinary Course of Business; (jJ) none of the Acquired Entities nor any of its Subsidiaries has canceled, compromised, waived or released any Action (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Business; (k) none of the Acquired Entities nor any of its Subsidiaries has not granted any Contracts license or sublicense of any rights under or with respect to any Intellectual Property; (lK) except as set forth on Schedule 3.5, there has been no change made not changed or authorized to the Organizational Documents of any Acquired Entity change in its charter or any of its Subsidiariesbylaws; (mL) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries has issued, sold or otherwise disposed of any of its Equity Interests; (n) none of the Acquired Entities nor any of its Subsidiaries has declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Equity Interests; (o) none of the Acquired Entities nor any of its Subsidiaries has not experienced any material damage, destruction destruction, or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tearproperty; (pM) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has not made any loan to, or entered into any other transaction with, any of its directors, officers or officers, and employees; (qN) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has not entered into any employment, employment contract or collective bargaining agreement, written or similar Contract oral, or modified the terms of any existing such existing Contractcontract or agreement; (rO) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries has committed to pay any bonus or not granted any increase in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or officers, and employees; (sP) none of the Acquired Entities nor any of its Subsidiaries has not adopted, amended, modified or terminated any bonus, profit-sharing, sharing incentive, severance severance, or similar Contract other plan, contract, or commitment for the benefit of any of its directors, officers or officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (tQ) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries has not made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or officers, and employees; (uR) none of the Acquired Entities has not made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or outside the Ordinary Course of Businesscontribution; (vS) to the Knowledge of each Seller Party, there has not been suffered or experienced any other occurrence, event, incident, action, failure to act act, or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (wT) none has not declared or paid any dividend or other distribution, whether in cash or other property; and (U) has not committed to any of the Acquired Entities nor any foregoing. (ii) Except as set forth on (S) 3(h)(ii) of its Subsidiaries the Company Disclosure Schedule, since August 1, 1999, the Company has made no distributions of any payment on kind to any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) Stockholder, debt holder or other party, except as set forth on Schedule 3.34, none Section 3(h)(ii) of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing Date; and (aa) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries has committed to do any of the foregoingCompany Disclosure Schedule.

Subsequent Events. Except as set forth on in the Financial Statements or as noted in Schedule 3.94.9, since the Balance Sheet Date there has not been since February 28, 2002 any Material Adverse Effect with respect to any adverse change in the condition (financial or other), properties, assets, liabilities or prospects of Seller or the Acquired Entities or any of its SubsidiariesBusiness. Without limiting the generality of the foregoing, since that date: (a) none of the Acquired Entities nor any of its Subsidiaries Seller has not sold, leased, transferred or assigned any assets of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course ordinary course of Businessbusiness; (b) none of the Acquired Entities nor any of its Subsidiaries Seller has not entered into any Contract Contract, Lease or license (or series of related Contracts, Leases, and licenses) (i) involving more than CDN$500,000, with respect to any Conditional Sales Contract or (ii) with respect to Contracts other than Conditional Sales Contracts, either involving more than CDN$250,000 $10,000 or that is entered into outside the ordinary course of the Ordinary Course of Business and except for Sales Contracts entered into in the Ordinary Course of Businessbusiness; (c) none No party (including Seller, has accelerated, terminated, modified or cancelled any Contract, Lease, Open Order, agreement or license (or series of the Acquired Entities nor any of its Subsidiaries has terminated any Contract except for Contracts that have been terminated in the Ordinary Course of Business; (drelated Contracts, Leases, Open Orders, agreements and licenses) no Seller Party that is party to any Contract to which any of the Acquired Entities or any of its Subsidiaries Seller is a party or by which it is bound bound; (d) Seller has not imposed or suffered any Lien upon any of its assets is subject has Breached any such Contractassets, tangible or intangible; (e) no Encumbrance Seller has been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its Subsidiaries; (f) none of the Acquired Entities nor any of its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than CDN$250,000 $10,000 or outside the Ordinary Course ordinary course of Businessbusiness; (gf) none of the Acquired Entities nor any of its Subsidiaries Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, loans and acquisitions) either involving more than CDN$50,000 $10,000 or outside the Ordinary Course ordinary course of Businessbusiness; (g) Seller has not granted any license or sublicense of any right under or with respect to any Intellectual Property; (h) none of the Acquired Entities nor any of its Subsidiaries Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Liability indebtedness for borrowed money or capitalized lease Contract either involving more than CDN$100,000 individually or CDN$200,000 in the aggregateobligation; (i) none of the Acquired Entities nor any of its Subsidiaries Seller has not delayed or postponed the payment of accounts payable or and other Liabilities either involving more than CDN$100,000 (individually or in the aggregate) or Obligations outside the Ordinary Course Seller's ordinary course of Businessbusiness; (j) none of the Acquired Entities nor any of its Subsidiaries Seller has cancelednot cancelled, compromised, waived or released any Action right or claim (or series of related Actions) either involving more than CDN$50,000 or outside the Ordinary Course of Businessrights and claims); (k) none of the Acquired Entities nor any of its Subsidiaries Seller has granted any Contracts or any rights under or with respect to any Intellectual Property; (l) except as set forth on Schedule 3.5, there has been no change made or authorized to the Organizational Documents of any Acquired Entity or any of its Subsidiaries; (m) except as set forth on Schedule 3.5, none of the Acquired Entities nor any of its Subsidiaries has not issued, sold or otherwise disposed of any of its Equity Interestscapital stock or the capital stock of any Subsidiary, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or the capital stock of any Subsidiary; (nl) none of the Acquired Entities nor any of its Subsidiaries Seller has not declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests capital stock (whether in cash or in kind) or redeemed, purchased or otherwise acquired acquired, or become obligated to redeem, purchase or otherwise acquire, any of its Equity Interestscapital stock; (om) none of the Acquired Entities nor any of its Subsidiaries Seller has not experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or properties, excepting normal wear and tearproperty; (pn) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers officers, employees or employeesAffiliates outside the ordinary course of business; (qo) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries Seller has not entered into any employment, employment contract or collective bargaining agreement, written or similar Contract oral, or modified the terms of any existing such existing Contractcontract or agreement; (rp) except as set forth on Schedule 4.16, none of the Acquired Entities nor any of its Subsidiaries Seller has committed to pay any bonus or not granted any increase in the base compensation (i) of any director, officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers or and employees; (sq) none of the Acquired Entities nor any of its Subsidiaries Seller has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or similar Contract other plan, contract or commitment for the benefit of any of its directors, officers or employees (or taken any such action with respect to any other Employee Benefit Planemployee benefit plan); (tr) except as set forth on Schedule 3.27, none of the Acquired Entities nor any of its Subsidiaries Seller has not made any other change in employment terms for (i) any officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the Ordinary Course of Business, any of its other directors, officers or and employees; (us) none of the Acquired Entities Seller has not made or pledged to make any charitable or other capital contribution either involving more than CDN$25,000 (individually or in the aggregate) or outside the Ordinary Course of Businesscontribution; (vt) Seller has not paid any amount to any third party with respect to any liability or obligation (including any costs and expenses Seller has incurred or may incur in connection with this Agreement and the Knowledge transactions contemplated hereby) which would constitute an Excluded Liability if in existence as of each Seller Party, the Closing Date; (u) there has not been any other adverse change, occurrence, event, incident, action, failure to act or transaction with respect to the Acquired Entities or any of its Subsidiaries either involving more than CDN$100,000 (individually or in the aggregate) or outside the Ordinary Course ordinary course of Business; (w) none of the Acquired Entities nor any of its Subsidiaries has made any payment on any indebtedness (including trade payables) in advance of its regularly scheduled due date; (x) except as set forth on Schedule 3.34, none of the Acquired Entities nor any of its Subsidiaries has made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any business involving Seller Party or any of their Affiliates; (y) none of the Acquired Entities nor any of its Subsidiaries has made any change in its accounting practice, policies or procedures, made any adjustment to its books and records or recharacterized any assets or Liabilities; (z) neither of the Acquired Entities nor any of their Subsidiaries has changed any Tax method of accounting, made or changed any Tax election, amended any Tax Return, entered into any closing agreement or settled or compromised any Tax claim or assessment, surrendered any right to a refund, consented to any extension or waiver of any limitations period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Acquired Entities or any of their Subsidiaries for any period ending after the Closing DateBusiness; and (aav) except as disclosed in this Section 3.9 and in the Schedules referenced hereinabove, none of the Acquired Entities nor any of its Subsidiaries Seller has not committed to do or perform any of the foregoing.