Common use of Subsequent Events Clause in Contracts

Subsequent Events. Since the date of the Most Recent Balance Sheet, there has not been any material adverse change in the business, assets, liabilities, condition (financial or otherwise), operations, operating results, prospects, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date of the Most Recent Balance Sheet: (i) Ibis has not sold, leased, transferred, or assigned any of its assets to a third party, tangible or intangible, other than inventory in the ordinary course of business; (ii) No party (including Ibis or Isis) has accelerated, terminated, modified, or canceled any material Contract (or series of related Contracts) to which Ibis is or was a party or by which the Business is or was bound; (iii) Ibis has made capital expenditures consistent with its normal course of operations; (iv) Ibis has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in the aggregate; (v) Ibis has not granted any increase in the base compensation of any employee, except in the ordinary course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of business; (vi) Ibis has not amended, modified, or terminated any Plan; (vii) Ibis has not entered into any transaction with any of its directors, officers, employees or Affiliates, except for transactions with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business to any Person (other than AMI and AMI’s Representatives); (ix) Ibis has not made a change in its accounting methods; and (x) Ibis has not committed in any binding manner to any of the foregoing.

Subsequent Events. Since Except as set forth on Schedule 3.9, since the date of the Most Recent Balance Sheet, Sheet Date there has not been any material adverse change in the business, assets, liabilities, condition (financial or otherwise), operations, operating results, prospects, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis Material Adverse Effect with respect to conduct the Business in the ordinary course. Since the date any of the Most Recent Balance SheetAcquired Entities or any of its Subsidiaries. Without limiting the foregoing, since that date: (ia) Ibis none of the Acquired Entities nor any of its Subsidiaries has not sold, leased, transferred, transferred or assigned any of its assets to a third party, tangible or intangible, other than inventory for a fair consideration in the ordinary course Ordinary Course of businessBusiness; (iib) No party (including Ibis or Isis) none of the Acquired Entities nor any of its Subsidiaries has accelerated, terminated, modified, or canceled entered into any material 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 Ibis any of the Acquired Entities or any of its Subsidiaries is or was a party or by which the Business it is bound or was boundany of its assets is subject has Breached any such Contract; (iiie) Ibis no Encumbrance has made capital expenditures consistent with been granted by any Seller Party upon any of the assets of any of the Acquired Entities or any of its normal course of operationsSubsidiaries; (ivf) Ibis 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; (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, destruction or loss (whether or not covered by insurance) to its property over $50,000 in the aggregateassets or properties, excepting normal wear and tear; (vp) Ibis 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 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 employeedirector, except in officer or employee thereof that is a Seller (or an Affiliate thereof), or (ii) outside of the ordinary course Ordinary Course of business (including as to amount) Business, of any of its other directors, officers or any bonus to, any employee, other than in the ordinary course of businessemployees; (vis) Ibis none of the Acquired Entities nor any of its Subsidiaries has not adopted, amended, modified, modified or terminated any Plan; (vii) Ibis has not entered into any transaction with bonus, profit-sharing, incentive, severance or similar Contract for the benefit of any of its directors, officers, officers or employees (or Affiliates, except for transactions taken any such action with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business respect to any Person (other than AMI and AMI’s RepresentativesEmployee Benefit Plan); (ixt) Ibis 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 a 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 methodspractice, 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 (xaa) Ibis 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 in any binding manner to do any of the foregoing.

Subsequent Events. Since the date Except as set forth in Section 2(f) of the Most Recent Balance SheetDisclosure 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 material adverse change in the assets, Liabilities, business, assets, liabilities, condition (financial or otherwise)condition, operations, operating resultsresults of operations, prospects, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date future prospects of the Most Recent Balance Sheet: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 2(f): (i) Ibis the Seller has not sold, leased, transferred, or assigned any of its assets to a third partymaterial assets, tangible or intangible, other than inventory in the ordinary course of business; (ii) No other than 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; (iii) no party (including Ibis or Isis) has accelerated, terminated, modified, or canceled any material Contract agreement, contract, lease, sublease, license, or sublicense (or series of related Contractsagreements, contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which Ibis the Seller is or was a party or by which the Business is it or was any of its assets are bound; (iii) Ibis has made capital expenditures consistent with its normal course of operations; (iv) Ibis no Security Interest has been imposed upon any of Seller's assets, tangible or intangible; (v) the Seller has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of B__iness; (vi) the 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 (other than acquisitions of assets in the Ordinary Course of Business) of any other person (or series of related capital investments, loans, and acquisitions); (vii) [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; (x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) the Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of its property over $50,000 in or any action adversely affecting the aggregateFCC Licenses; (vxii) Ibis the Seller has not granted made any increase in the base compensation of any employee, except in the ordinary course of business (including as to amount) or any bonus loan to, any employee, other than in the ordinary course of business; (vi) Ibis has not amended, modified, or terminated any Plan; (vii) Ibis has not entered into any other transaction with with, any of its directors, officers, and employees giving rise to any claim or Affiliates, except for transactions with right on its employees in part against the ordinary course person or on the part of businessthe person against it; (viiixiii) Neither Ibis nor Isis the Seller has licensednot entered into any employment contract, sublicensedconsulting contract or severance agreement or collective bargaining agreement, allowed any Encumbrance to exist on, abandonedwritten or oral, or permitted to lapse modified the terms of any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis such existing contract or the Business to any Person (other than AMI and AMI’s Representatives)agreement; (ixxiv) Ibis the Seller has not granted any increase (outside routine salary and wage increases in the Ordinary Course of Business) in the rate of compensation, commissions, bonus or other remuneration payable, or granted any severance or termination pay to, any of its directors, officers, and employees; (xv) the Seller has not adopted any (A) bonus, (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 directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made a any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xvii) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Seller; (xviii) the Seller has not altered its credit and collection policies or its accounting methods; andpolicies; (xxix) Ibis the Seller has not materially altered the programming, format or call letters of the Stations, or its promotional and marketing activities; (xx) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; or (xxi) the Seller has not committed in any binding manner to do any of the foregoing.

Subsequent Events. Since the date Except as set forth on Schedule 3.8 of the Most Recent Balance SheetDisclosure Letter, since December 31, 2009, other than in connection with the Transactions, the Acquired Entities have conducted their business only in the Ordinary Course of Business, and there has not been any material adverse change in Material Adverse Change with respect to any Acquired Entity. Without limiting the businessforegoing, assetssince that date, liabilities, condition (financial or otherwise), operations, operating results, prospects, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date none of the Most Recent Balance Sheetfollowing have occurred: (ia) Ibis has not soldthe sale, leasedlease, transferred, transfer or assigned assignment by an Acquired Entity of any of its assets to a third party, tangible or intangible, other than inventory in the ordinary course Ordinary Course of businessBusiness; (iib) No party (including Ibis or Isis) has accelerated, terminated, modified, or canceled the entry by any material Acquired Entity into a Contract (or series of related Contracts) either involving more than £250,000 or outside the Ordinary Course of Business; (c) termination of any Material Contract or of any Lease (or any agreement to assign, surrender, terminate or otherwise dispose of any of the Leases or licences in respect of the Leased Real Property); (d) to Management Seller’s Knowledge, no party to any Material Contract to which Ibis any Acquired Entity is or was a party or by which the Business it is bound or was boundany of its assets is subject has breached any such Contract; (iiie) Ibis has made capital expenditures consistent with its normal course the imposition of operationsany Encumbrance upon any of the assets of any Acquired Entity; (ivf) Ibis any capital expenditure by any Acquired Entity (or series of related capital expenditures) either involving more than £250,000 in the aggregate or outside the Ordinary Course of Business; (g) any capital investment by any Acquired Entity 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) other than inventory, supplies and similar operating assets in the Ordinary Course of Business; (h) the issue of any note, bond, or other debt instrument by any Acquired Entity or the creation, incurrence, assumption, or guarantee of any Liability for borrowed money or capitalized lease Contract (excluding for these purposes any hire purchase or finance lease of any kind with a contract value of less than £100,000) by any Acquired Entity other than under the Loan Notes; (i) the delay or postponement by any Acquired Entity of the payment of accounts payable or other Liabilities either involving more than £100,000 or outside the Ordinary Course of Business; (j) the cancellation, compromise, waiver, or release of any Action (or series of related Actions) by any Acquired Entity either involving more than £100,000 or outside the Ordinary Course of Business; (k) the entry, by any Acquired Entity, into any Contracts or grant of any rights under or with respect to any Intellectual Property; (l) any change made to the constitutional documents of any Acquired Entity; (m) the issue, sale or disposal (by any other means) by an Acquired Entity of any of its Equity Interests; (n) the declaration, set aside, or payment by any Acquired Entity of any dividend or any distribution with respect to its Equity Interests (whether in cash or in kind) or the redemption, purchase, or acquisition (by any other means) of its Equity Interests; (o) no Acquired Entity has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 assets or properties in the aggregateexcess of £100,000; (vp) Ibis has not granted the making of, by any increase in the base compensation of Acquired Entity, any employee, except in the ordinary course of business (including as to amount) or any bonus loan to, any employee, other than in the ordinary course of business; (vi) Ibis has not amended, modified, or terminated any Plan; (vii) Ibis has not entered entering into any other transaction with with, any of its directors, officers, or employees other than payment of compensation in ordinary course, consistent with past practice or Affiliates, except for transactions with its employees reflected in the ordinary course of businessInterim Financial Statements or the Audited Financial Statements; (viiiq) Neither Ibis nor Isis has licensedthe entering into by any Acquired Entity of any employment, sublicensed, allowed any Encumbrance to exist on, abandonedcollective bargaining, or permitted similar Contract or modified the terms of any such existing Contract; (r) any commitment by any Acquired Entity to lapse pay any Business IP or, except bonus or granting any increase in the ordinary course base compensation or made any other changes in employment terms (i) of businessany director, disclosed officer, or employee thereof that is a Seller or an Affiliate thereof, or (ii) outside of the Ordinary Course of Business, of any Confidential Information of Ibis its other directors, officers, or employees; (s) no director, officer or employee earning in excess of £50,000 per annum has given notice or is under notice of dismissal and no such employee will be entitled to give notice as a result of this Agreement and the Business Transactions; (t) the adoption, amendment, modification, or termination by any Acquired Entity of 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 Person (other than AMI and AMI’s RepresentativesEmployee Benefit Plan); (ixu) Ibis has not made the making or pledging to make by any Acquired Entity of any charitable or other capital contribution either involving more than £25,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (v) the payment of any Indebtedness by any Acquired Entity (including trade payables) in advance of its regularly scheduled due date or withheld any payment on any Indebtedness (including trade payables) after its regularly scheduled due date; (w) the payment on any Liabilities, Indebtedness (including trade payables) or other obligations by any Acquired Entity which is owed to any Seller or any of their Affiliates or the withholding of any payment on any Liabilities, Indebtedness (including trade payables) or other obligations owed to any Seller or any of their Affiliates after its regularly scheduled due date; (x) the cancellation, compromise, factoring, waiving or release by any Acquired Entity of all or any part of any debts or Liabilities owed to it (including trade receivables and Liabilities owed to any Acquired Entity by any Seller or any of their Affiliates); (y) the change to the accounting practice, policies or procedures of any Acquired Entity or making of any adjustment to its books and records, or recharacterization of any assets or Liabilities save as required by Law or as a change result of any changes in its accounting methodsIFRS; (z) the making of additional payments by any Acquired Entity of the kind set out in Schedule 3.7 of the Disclosure Letter between the date of this Agreement and the Closing Date. (aa) the passing of a resolution of the members of the Company; and (xbb) Ibis has not committed in any binding manner commitment by any Acquired Entity to any of the foregoing.

Subsequent Events. Since Except as set forth in Schedule 4.10 of the date of FGI Disclosure Letter, since the Most Recent Balance Sheet, Fiscal Year End there has not been any material adverse change in the business, assets, liabilities, condition (financial or otherwise), operations, operating resultsresults of operations, prospectsor future prospects of FGI, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date any of the Most Recent Balance SheetFGI Subsidiaries, or Freedom Plaza, and no event has occurred or circumstance exists that may result in such a material adverse change. Without limiting the generality of the foregoing, except with respect to the transfer of the Excluded Assets contemplated by Section 6.2(c), since that date: (ia) Ibis none of FGI, the FGI Subsidiaries, or Freedom Plaza has not sold, leased, transferred, or assigned any of its assets to a third partyassets, tangible or intangible, other than inventory for a fair consideration in the ordinary course Ordinary Course of businessBusiness; (iib) No except for Residency Agreements entered into in the Ordinary Course of Business, none of FGI, the FGI Subsidiaries, or Freedom Plaza has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $100,000 or outside the Ordinary Course of Business; (c) no party (including Ibis any of FGI, the FGI Subsidiaries, or IsisFreedom Plaza) has accelerated, terminated, modified, or canceled any material Contract agreement, contract, lease, or license (or series of related Contractsagreements, contracts, leases, and licenses) involving more than $100,000 to which Ibis any of FGI, the FGI Subsidiaries, and Freedom Plaza is or was a party or by which the Business any of them is or was bound; (iiid) Ibis none of FGI, the FGI Subsidiaries, or Freedom Plaza has made capital expenditures consistent with imposed any Lien upon any of its normal course assets, tangible or intangible, involving more than $10,000, except in the Ordinary Course of operationsBusiness; (ive) Ibis except as set forth in Schedule 4.10 or in the FGI 1998 Business Plan, none of FGI, the FGI Subsidiaries, or Freedom Plaza has not made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 or outside the Ordinary Course of Business; (f) except as set forth on Schedule 4.10, none of FGI, the FGI Subsidiaries, or Freedom Plaza has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other person (other than FGI, the FGI Subsidiaries, or Freedom Plaza) (or series of related capital investments, loans, and acquisitions) either involving more than $100,000 or outside the Ordinary Course of Business; (g) none of FGI, the FGI Subsidiaries, or Freedom Plaza has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation of any person other than FGI, the FGI Subsidiaries, or Freedom Plaza, except for refund obligations entered into in the Ordinary Course of Business in connection with Residency Agreements; (h) none of FGI, the FGI Subsidiaries, or Freedom Plaza has delayed or postponed the payment of accounts payable and other liabilities outside the Ordinary Course of Business; (i) none of FGI, the FGI Subsidiaries, or Freedom Plaza has canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $100,000 or outside the Ordinary Course of Business; (j) none of FGI, the FGI Subsidiaries, or Freedom Plaza has granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the articles of incorporation, bylaws, or other constituent documents of FGI, the FGI Subsidiaries, or Freedom Plaza; (l) none of FGI, the FGI Subsidiaries, or Freedom Plaza has issued, sold, or otherwise disposed of any of its securities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its securities; (m) except in connection with distributions from the FGI Subsidiaries or Freedom Plaza to FGI, none of FGI, the FGI Subsidiaries, or Freedom Plaza has declared, set aside, or paid any dividend or made any distribution with respect to its securities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its securities; (n) none of FGI, the FGI Subsidiaries, or Freedom Plaza has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property over properties in excess of $50,000 in the aggregate10,000; (vo) Ibis none of FGI, the FGI Subsidiaries, or Freedom Plaza has not made any loan to, or entered into any other transaction with, any of its directors, officers, members, partners, or employees outside the Ordinary Course of Business; (p) none of FGI, the FGI Subsidiaries, or Freedom Plaza has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (q) none of FGI, the FGI Subsidiaries, or Freedom Plaza has granted any increase in the base compensation of any employeeof its directors, except in officers, members, partners, or employees outside the ordinary course Ordinary Course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of businessBusiness; (vir) Ibis none of FGI, the FGI Subsidiaries, or Freedom Plaza has not adopted, amended, modified, or terminated any Plan; (vii) Ibis has not entered into any transaction with bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, employees or Affiliatesmembers, except for transactions with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandonedpartners, or permitted to lapse employees (or taken any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business such action with respect to any Person (other than AMI and AMI’s RepresentativesEmployee Benefit Plan); (ixs) Ibis none of FGI, the FGI Subsidiaries, or Freedom Plaza has made any other change in employment terms for any of its directors, officers, members, partners, or employees outside the Ordinary Course of Business; (t) except as set forth on Schedule 4.10, none of FGI, the FGI Subsidiaries, or Freedom Plaza has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (u) there has not made a change in its accounting methodsbeen any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving FGI, any of the FGI Subsidiaries, or Freedom Plaza; and (xv) Ibis none of FGI, the FGI Subsidiaries, or Freedom Plaza has not committed in any binding manner or agreed to any of the foregoing.

Subsequent Events. Since the date Except as set forth in Section 6.22 of the Most Recent Balance SheetDisclosure Schedule, since September 30, 2008, there has not been any material adverse change Material Adverse Change in the business, assets, liabilities, condition (financial or otherwise)condition, operations, operating results, prospects, customer relations results of operations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date prospects of the Most Recent Balance SheetSubsidiaries. Without limiting the generality of the foregoing, since that date: (ia) Ibis no Subsidiary has not sold, leased, transferred, transferred or assigned any of its assets to a third partyassets, tangible or intangible, other than inventory for a fair consideration and in the ordinary course Ordinary Course of businessBusiness; (iib) No party no Subsidiary has entered into any agreement, contract, lease, or license (including Ibis or Isisseries of related agreements, contracts, leases, and licenses) involving more than $25,000 or outside the Ordinary Course of Business; (c) neither any Subsidiary, nor, to the Knowledge of Sellers or any Subsidiary, any other Party, has accelerated, terminated, modifiedmodified or cancelled any agreement, contract, lease, or canceled any material Contract license (or series of related Contractsagreements, contracts, leases, and licenses) involving more than $25,000 to which Ibis any Subsidiary is or was a party or by which the Business it is or was bound; (iiid) Ibis no Subsidiary has made capital expenditures consistent with imposed or had imposed any Security Interest upon any of its normal course of operationsassets, tangible or intangible; (ive) Ibis no Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business; (f) no Subsidiary 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 $25,000 or outside the Ordinary Course of Business; (g) no Subsidiary has issued any note, bond, or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 singly or $25,000 in the aggregate; (h) no Subsidiary has delayed or postponed the payment of accounts payable and other liabilities; (i) no Subsidiary has cancelled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $10,000; (j) no Subsidiary has granted any license or sublicense of any rights under or with respect to any of its Intellectual Property; (k) there has been no change made or authorized in the Organizational Documents of any Subsidiary; (l) no Subsidiary has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (m) no Subsidiary has declared, set aside or paid any dividend, made any distribution with respect to its capital stock (whether in cash or kind), or redeemed, purchased or otherwise acquired any of its capital stock; (n) no Subsidiary has experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to its property over $50,000 in the aggregateproperty; (vo) Ibis no Subsidiary has not granted made any increase in the base compensation of any employee, except in the ordinary course of business (including as to amount) or any bonus loan to, any employee, other than in the ordinary course of business; (vi) Ibis has not amended, modified, or terminated any Plan; (vii) Ibis has not entered into any other transaction with with, any of its directors, officers, employees or Affiliatesofficers and employees, except for transactions with its employees advances in the ordinary course Ordinary Course of businessBusiness; (viiip) Neither Ibis nor Isis no Subsidiary has licensedadopted, sublicensedamended, allowed modified or terminated any Encumbrance to exist onbonus, abandonedprofit-sharing, incentive, severance or other plan, contract, or permitted commitment for the benefit of any of its officers and directors or any of its employees (or taken any such action with respect to lapse any Business IP orother Employee Benefit Plan), except other than, in the ordinary course case of businessa Subsidiary’s 401(k) plan, disclosed any Confidential Information such amendments as are required for the purpose of Ibis or the Business to any Person (other than AMI and AMI’s Representatives)complying with applicable law; (ixq) Ibis no Subsidiary has not made a change any charitable contributions, which in its accounting methodsthe aggregate exceed $10,000; (r) no Subsidiary has committed to do any of the foregoing; and (xs) Ibis the Companies Business has not committed been carried on only in any binding manner to any the Ordinary Course of the foregoingBusiness.

Subsequent Events. Since Except as set forth in the date of the Most Recent Balance SheetFinancial Statements or as noted in Schedule 4.9, there has not been since February 28, 2002 any material adverse change in the business, assets, liabilities, condition (financial or otherwiseother), operationsproperties, operating resultsassets, prospects, customer relations liabilities or supplier relations prospects of Ibis and Ibis has and Isis has caused Ibis to conduct Seller or the Business in Business. Without limiting the ordinary course. Since the date generality of the Most Recent Balance Sheetforegoing, since that date: (ia) Ibis Seller has not sold, leased, transferred, transferred or assigned any of its assets to a third partyassets, tangible or intangible, other than inventory for a fair consideration in the ordinary course of business; (iib) No party (including Ibis Seller has not entered into any Contract, Lease or Isis) has accelerated, terminated, modified, or canceled any material Contract license (or series of related Contracts, Leases, and licenses) either involving more than $10,000 or outside the ordinary course of business; (c) No party (including Seller, has accelerated, terminated, modified or cancelled any Contract, Lease, Open Order, agreement or license (or series of related Contracts, Leases, Open Orders, agreements and licenses) to which Ibis Seller is or was a party or by which the Business it is or was bound; (iiid) Ibis Seller has made capital expenditures consistent with not imposed or suffered any Lien upon any of its normal course of operationsassets, tangible or intangible; (ive) Ibis Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the ordinary course of business; (f) 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 and acquisitions) either involving more than $10,000 or outside the ordinary course of business; (g) Seller has not granted any license or sublicense of any right under or with respect to any Intellectual Property; (h) Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (i) Seller has not delayed or postponed the payment of accounts payable and other Liabilities or Obligations outside Seller's ordinary course of business; (j) Seller has not cancelled, compromised, waived or released any right or claim (or series of related rights and claims); (k) Seller has not issued, sold or otherwise disposed of any of its capital 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; (l) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased or otherwise acquired, or become obligated to redeem, purchase or otherwise acquire, any of its capital stock; (m) Seller has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property over $50,000 in the aggregateproperty; (vn) Ibis Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, employees or Affiliates outside the ordinary course of business; (o) Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (p) Seller has not granted any increase in the base compensation of any employeeof its directors, except officers and employees; (q) Seller has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the benefit of any of its directors, officers or employees (or taken any such action with respect to any other employee benefit plan); (r) Seller has not made any other change in employment terms for any of its directors, officers and employees; (s) Seller has not made or pledged to make any charitable or other capital contribution; (t) 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 transactions contemplated hereby) which would constitute an Excluded Liability if in existence as of the Closing Date; (u) there has not been any other adverse change, occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of business; (vi) Ibis has not amended, modified, or terminated any Plan; (vii) Ibis has not entered into any transaction with any of its directors, officers, employees or Affiliates, except for transactions with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis involving Seller or the Business to any Person (other than AMI and AMI’s Representatives); (ix) Ibis has not made a change in its accounting methodsBusiness; and (xv) Ibis Seller has not committed in any binding manner to do or perform any of the foregoing.

Subsequent Events. Since the date Except as set forth in Section 3.11 of the Most Recent Balance SheetCompany Disclosure Statement, in connection with the Corporate Conversion, or to the extent consented to in writing by Pegasus, since September 30, 1997: (i) neither the Company nor any of its Subsidiaries has sold, leased, transferred or assigned any of the Assets except in the Ordinary Course; (ii) no third party has accelerated, terminated, modified or canceled any material agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to the Company, any of its Subsidiaries or the Business; (iii) neither the Company nor any of its Subsidiaries has imposed or permitted the imposition of any Encumbrance upon any of the material Assets; (iv) neither the Company 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 or Acquisitions) other than Subsidiaries of the Company; (v) neither the Company nor any of its Subsidiaries has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations except under the Company Credit Agreement or as contemplated by the Exchange Offer; (vi) neither the Company nor any of its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course; (vii) neither the Company nor any of its Subsidiaries has canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $150,000 or outside the Ordinary Course; (viii) neither the Company nor any of its Subsidiaries has granted any license or sublicense of any rights under or with respect to any Intellectual Property used or useful in the Business, other than in connection with the Acquisition of certain portions of the DIRECTV Distribution Business of the Company; (ix) there has not been any other material adverse change in occurrence, event, incident, action, failure to act or transaction outside the business, assets, liabilities, condition (financial Ordinary Course involving the Company or otherwise), operations, operating results, prospects, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date of the Most Recent Balance Sheet: (i) Ibis has not sold, leased, transferred, or assigned any of its assets to a third partySubsidiaries except matters generally known to, tangible or intangibleand that generally affect, other than inventory in NRTC members and affiliates; and (x) neither the ordinary course of business; (ii) No party (including Ibis or Isis) has accelerated, terminated, modified, or canceled any material Contract (or series of related Contracts) to which Ibis is or was a party or by which the Business is or was bound; (iii) Ibis has made capital expenditures consistent with its normal course of operations; (iv) Ibis has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in the aggregate; (v) Ibis has not granted any increase in the base compensation of any employee, except in the ordinary course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of business; (vi) Ibis has not amended, modified, or terminated any Plan; (vii) Ibis has not entered into any transaction with Company nor any of its directors, officers, employees or Affiliates, except for transactions with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis Subsidiaries has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business to any Person (other than AMI and AMI’s Representatives); (ix) Ibis has not made a change in its accounting methods; and (x) Ibis has not committed in any binding manner to any of the foregoing. Since September 30, 1997, no event has occurred which is likely, individually or in the aggregate, to have a Material Adverse Effect on the Company.

Subsequent Events. Since the date of the Most Recent Balance Sheet, Fiscal Year End there has not have been any material adverse change no changes in the business, assets, liabilitiescondition or affairs, condition (financial or otherwise), operations, operating results, prospects, customer relations of the Company that have individually or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary courseaggregate resulted in or are reasonably likely to result in a Material Adverse Effect. Since Without limiting the foregoing, since that date and except as otherwise set forth on Section 2.8 of the Most Recent Balance SheetCompany Disclosure Schedule: (ia) Ibis the Company has not sold, leased, transferred, licensed, sublicensed or assigned any of its assets to a third partyassets, tangible or intangible, including the Intellectual Property, other than inventory in the ordinary course of business; (iib) No party (including Ibis or Isis) the Company has accelerated, terminated, modified, or canceled not entered into any material Contract agreement, contract, lease or license (or series of related Contractsagreements, contracts, leases and licenses) outside the ordinary course of business; (c) no party (including the Company) has terminated or cancelled prior to the scheduled expiration or terminate date any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $50,000 to which Ibis the Company is or was a party or by which the Business Company is or was bound; (iiid) Ibis the Company has made capital expenditures consistent with not imposed, or had imposed against it, any Lien (other than Permitted Liens) upon any of its normal course of operationsassets, tangible or intangible, including the Software; (ive) Ibis 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 acquisitions) outside the ordinary course of business; (f) the Company has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (g) the Company has not cancelled, compromised, waived or released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside the ordinary course of business; (h) there has been no change made or authorized in the certificate of incorporation or bylaws of the Company; (i) the Company has not declared, set aside or paid any dividend or made any distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its equity securities; (j) the Company has not made any loan to or received a loan from any of its Affiliates, directors, officers, managers and employees; (k) the Company has not modified the terms of any employment contract (other than any at-will employment contract) or collective bargaining agreement to which it is a party and has not made any other material change in employment terms for any of its directors, officers, managers and employees; (l) the Company has not adopted or terminated any material Employee Benefit Plan or any bonus, profit-sharing, incentive, severance or other plan contract or commitment for the benefit of any of its directors, officers, employees and consultants (or taken any such action with respect to any other Employee Benefit Plan); (m) the Company has not experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to its property over $50,000 in the aggregateproperty; (vn) Ibis the Company has not granted any increase in the base compensation of any employeeof its directors, except in the ordinary course of business (including as to amount) or any bonus toofficers, any employee, other than in managers and employees outside the ordinary course of business; (vio) Ibis the Company has not amended, modified, or terminated committed to make any Plancharitable contribution in excess of $5,000; (viip) Ibis there has not entered into been any other material occurrence, event, incident, action, failure to act or transaction with any of its directors, officers, employees or Affiliates, except for transactions with its employees in outside the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in business involving the ordinary course of business, disclosed any Confidential Information of Ibis or the Business to any Person (other than AMI and AMI’s Representatives); (ix) Ibis has not made a change in its accounting methodsCompany; and (xq) Ibis the Company has not committed in any binding manner to do any of the foregoingitems described in this Section 2.8.

Subsequent Events. Since Except as set forth in Section 3.10 of the Company Disclosure Statement, or to the extent consented to in writing by Lions Gate, since March 31, 2000, except as disclosed in Company SEC Filings prior to the date hereof: (i) neither the Company nor any of its subsidiaries has sold, leased, transferred or assigned any of its material Company Assets outside of the Most Recent Balance SheetOrdinary Course; (ii) no third party has accelerated, terminated, modified or canceled any material agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to the Company, any of its Subsidiaries or the Company Business; (iii) neither the Company nor any of its Subsidiaries has imposed or permitted the imposition of any Encumbrance (other than Permitted Liens) upon any of the rights of the Company or its Subsidiaries in its material Assets outside of the Ordinary Course; (iv) neither the Company nor any of its Subsidiaries has made any material 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 or Acquisitions) other than loans to or investments in Subsidiaries of the Company; (v) neither the Company nor any of its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course in excess of $100,000 (exclusive of matters being contested in good faith); (vi) neither the Company nor any of its Subsidiaries has canceled, compromised, waived or released any rights or claims outside the Ordinary Course involving more than the reasonable approximation of $100,000 in the aggregate; and (vii) neither the Company nor any of its Subsidiaries have committed to any of the foregoing. Since March 31, 2000, there has not been any material adverse change in other occurrence, event, incident, action, failure to act or transaction involving the business, assets, liabilities, condition (financial Company or otherwise), operations, operating results, prospects, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date of the Most Recent Balance Sheet: (i) Ibis has not sold, leased, transferred, or assigned any of its assets to a third partySubsidiaries which is reasonably likely, tangible individually or intangible, other than inventory in the ordinary course of business; (ii) No party (including Ibis or Isis) has accelerated, terminated, modified, or canceled any material Contract (or series of related Contracts) to which Ibis is or was a party or by which the Business is or was bound; (iii) Ibis has made capital expenditures consistent with its normal course of operations; (iv) Ibis has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in the aggregate; (v) Ibis has not granted any increase in , to have a Material Adverse Effect on the base compensation of any employee, except in the ordinary course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of business; (vi) Ibis has not amended, modified, or terminated any Plan; (vii) Ibis has not entered into any transaction with any of its directors, officers, employees or Affiliates, except for transactions with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business to any Person (other than AMI and AMI’s Representatives); (ix) Ibis has not made a change in its accounting methods; and (x) Ibis has not committed in any binding manner to any of the foregoingCompany.

Subsequent Events. Since the date Except as set forth in Section 3.7 of the Most Recent Balance SheetSeller Disclosure Schedule or permitted or required by this Agreement or Buyer, and except for reasonable actions taken in response to the recent trends in the financial results and operations of RH and its Subsidiaries, since the Financial Statement Date, RH and its Subsidiaries have each operated in the Ordinary Course of Business and there has not been any: (a) event, situation or occurrence that, individually or in the aggregate, has had a Material Adverse Effect; (b) increase in the compensation or fringe benefits payable or to become payable to any executive officer of RH or its Subsidiaries, other than increases made in the Ordinary Course of Business or as required by Law or under any existing Contracts; (c) amendments, alterations or modification in the terms of any currently outstanding Equity Interest of RH or any of its Subsidiaries or any securities convertible into or exchangeable for such Equity Interests, including any reduction in the exercise or conversion price of any such rights or securities, any change to the vesting or acceleration terms of any such rights or securities, or any change to terms relating to the grant of any such rights or securities and neither RH nor its Subsidiaries has sold or otherwise issued any Equity Interest; (d) except as specifically permitted or required pursuant to the terms of this Agreement, transfer of any assets, by RH or its Subsidiaries, to any holders of their respective Equity Interests with respect to such Equity Interests, or any redemption, repurchase or other acquisition of any Equity Interests of RH or any of its Subsidiaries, except, in each case, in the Ordinary Course of Business; (e) material adverse closure, shut down or other elimination of any of RH’s or its Subsidiaries’ offices, franchises or any other change in the character of its business, properties or assets, liabilitiesexcept for closures, condition (financial shut downs, or otherwise), operations, operating results, prospects, customer relations other eliminations that have not had or supplier relations of Ibis and Ibis has and Isis has caused Ibis would not reasonably be expected to conduct the Business in the ordinary course. Since the date of the Most Recent Balance Sheet:have a Material Adverse Effect; (if) Ibis has not sold, leased, transferred, loan or assigned advance to any of its assets to a third partyEquity Interests holders, tangible officers, employees, agents or intangibleconsultants, other than inventory except in the ordinary course Ordinary Course of businessBusiness; (iig) No party (including Ibis or Isis) has acceleratedsale, terminatedlease, modifiedtransfer, or canceled assignment of any material Contract assets, except in the Ordinary Course of Business; (h) cancellation, compromise, waiver, or release of any Action (or series of related Contracts) to which Ibis is or was a party or by which the Business is or was bound; (iii) Ibis has made capital expenditures consistent with its normal course of operations; (iv) Ibis has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in the aggregate; (v) Ibis has not granted any increase in the base compensation of any employeeActions), except in the ordinary course Ordinary Course of business Business or not in excess of Twenty-Five Thousand Dollars (including as to amount$25,000) or any bonus to, any employee, other than in the ordinary course of businessindividually; (vii) Ibis has not amended, modified, or terminated any Plan; (vii) Ibis has not Contracts entered into or any transaction rights granted with respect to any of its directors, officers, employees or Affiliates, except for transactions with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP ormaterial Intellectual Property Rights, except in the ordinary course Ordinary Course of business, disclosed any Confidential Information of Ibis or the Business to any Person (other than AMI and AMI’s Representatives)Business; (ixj) Ibis has not made a change in Cash dividends, other than repayment of intercompany indebtedness, from RH or any of its accounting methods; andSubsidiaries to Seller; (xk) Ibis has not committed in any binding manner amendment, modification or change (or authorization thereof) to the Organizational Documents of RH or its Subsidiaries; or (l) agreement to do, cause or suffer any of the foregoing.

Subsequent Events. Since the date August 31, 1999, each of the Most Recent Balance Sheet, Company and the Subsidiaries has operated its business in the Ordinary Course of Business and there has not been any material adverse change in the business, assets, liabilities, Business or the financial condition (financial or otherwise), operations, operating results, prospects, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date of the Most Recent Balance SheetCompany and the Subsidiaries taken as a whole. Without limiting the generality of the foregoing, since that date and except as set forth in Section 3.9 of the Disclosure Schedule: (ia) Ibis none of the Company and the Subsidiaries has not sold, leased, transferred, or assigned any of its assets to a third partymaterial assets, tangible or intangibleintangible (including Intellectual Property), other than inventory in outside the ordinary course Ordinary Course of businessBusiness except for the Distributions and Restructuring, the distributions pursuant to Section 2.3 hereof and the transactions to be implemented pursuant to Section 5.9 hereof; (iib) No none of the Company and the Subsidiaries has entered into any material agreement, contract, lease, or license outside the Ordinary Course of Business; (c) no party (including Ibis any of the Company or Isisthe Subsidiaries or the Seller or API with respect to the Business) has accelerated, terminated, modifiedmade material modifications to, or canceled any material Contract (agreement, contract, lease, or series of related Contracts) license to which Ibis any of the Company and the Subsidiaries is or was a party or by which the Business any of them is or was bound; (iiid) Ibis none of the Company and the Subsidiaries has made capital expenditures consistent with imposed or suffered to exist any Security Interest upon any of its normal course of operationsmaterial assets, tangible or intangible; (ive) Ibis none of the Company and the Subsidiaries has made any capital expenditures in excess of $75,000; (f) none of the Company and the Subsidiaries has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (g) the Company and the Subsidiaries have not created, incurred, assumed, or guaranteed more than $75,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (h) none of the Company and the Subsidiaries has granted any material Intellectual Property License; (i) there has been no change made or authorized in the charter or bylaws of any of the Company and the Subsidiaries; (j) none of the Company or the Subsidiaries has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (k) except for the Distributions and Restructuring and as provided in Section 2.3 and Section 5.9 hereof, none of the Company or the Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (l) none of the Company and the Subsidiaries has experienced any material, damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in the aggregateproperty; (vm) Ibis none of the Company and the Subsidiaries has not made any loan to, or entered into any other transaction with, any of its (i) employees outside the Ordinary Course of Business or (ii) directors or officers; (n) none of API or the Seller with respect to the Business nor the Company, the Subsidiaries or any ERISA Affiliate has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement with any employee of the Company or its Subsidiaries, outside the Ordinary Course of Business; (o) none of API or the Seller with respect to the Business nor the Company or any ERISA Affiliate has granted any increase in the base compensation or made any other material change in employment terms of any employeeof the directors, except in officers, and employees of the ordinary course Company and its Subsidiaries outside the Ordinary Course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of businessBusiness; (vip) Ibis none of API or the Seller with respect to the Business nor the Company or any ERISA Affiliate has not adopted, amended, modified, or terminated any Plan; (vii) Ibis has not entered into any transaction with bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees of the Company and its Subsidiaries (or Affiliates, except for transactions taken any such action with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business respect to any Person (other than AMI and AMI’s RepresentativesEmployee Benefit Plan); (ixq) Ibis there has been no commencement of any claim, cause of action, investigation or proceeding against or with respect to the Company, the Subsidiaries or the Business; (r) there has not made been any sale, assignment, lease or other transfer of any properties, Intellectual Property or assets of the Company or the Subsidiaries, other than in the Ordinary Course of Business; (s) there has not been any change by the Company or the Subsidiaries in accounting principles, practices or methods, except for any change required by reason of a change in GAAP; (t) to the Knowledge of API, there has not been any statute, rule, or regulation adopted which materially adversely affects the Company, the Subsidiaries or the Business; (u) there has not been any revaluation by the Company or the Subsidiaries of any of its accounting methodsrespective assets, including, without limitation, write-offs of accounts receivable, other than in the Ordinary Course of Business; (v) there has not been any strike or work stoppage or slowdown or loss of employees or customers; (w) there has not been any forgiveness or cancellation of any debts or claims or terminated or waived any material rights of value to the Business; (x) there has not been any loss, nor has the Seller, the Company or the Subsidiaries become aware of any prospective loss, of any management or other key personnel (including, without limitation, any such loss as a result, or in anticipation, of the consummation of the transactions contemplated by this Agreement); (y) there has been no grant of any severance or termination pay to any director, executive officer or key employee of the Company or the Subsidiaries; (z) there has not been any material adverse change in the financial or other condition, commitments, assets, liabilities or earnings of the Company, the Subsidiaries or the Business; and (xaa) Ibis none of the Company and the Subsidiaries has not committed in any binding manner to any of the foregoing.

Subsequent Events. Since Except as set forth on Schedule 3.5, from the Interim Balance Sheet Date to the date of the Most Recent Balance Sheetthis Agreement, (a) there has not have been any material no adverse change changes in the business, assets, liabilities, financial condition or operating results of the Company and its Subsidiaries and (financial or otherwise), operations, operating results, prospects, customer relations or supplier relations of Ibis b) the Company and Ibis has and Isis has caused Ibis to conduct the Business its Subsidiaries have conducted their business in the ordinary course, consistent with past practice. Since Without limiting the date generality of the Most Recent foregoing, since the Interim Balance SheetSheet Date, except as set forth on Schedule 3.5: (i) Ibis neither the Company nor any of its Subsidiaries has not sold, leased, transferred, transferred or assigned any of its assets to a third partyassets, tangible or intangible, other than inventory for a fair consideration in the ordinary course of businessbusiness consistent with past practice; (ii) No party (including Ibis or Isis) neither the Company nor any of its Subsidiaries has accelerated, terminated, modified, or canceled entered into any material Contract (or series of related Contracts) either involving more than $500,000 or outside the ordinary course of business consistent with past practice; (a) neither the Company nor any of its Subsidiaries has accelerated, terminated, amended, modified or cancelled any Contract (or series of related Contracts) involving more than $500,000 to which Ibis the Company or any of its Subsidiaries is or was a party or by which any of them is bound and (b) no party other than the Business Company or any of its Subsidiaries has accelerated, terminated, amended, modified or cancelled any Contract (or series of related Contracts) involving more than $500,000 to which the Company or any of its Subsidiaries is a party or was by which any of them is bound; (iii) Ibis has made capital expenditures consistent with its normal course of operations; (iv) Ibis neither the Company nor any of its Subsidiaries has not imposed any Encumbrances, other than Permitted Encumbrances, upon any of its assets, tangible or intangible; (v) neither the Company nor any of its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $500,000 or outside the ordinary course of business consistent with past practice; (vi) neither the Company 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 $500,000 or outside the ordinary course of business consistent with past practice; (vii) neither the Company nor any of its Subsidiaries has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any Indebtedness either involving more than $500,000 singly or $1,000,000 in the aggregate; (viii) neither the Company nor any of its Subsidiaries has delayed or postponed the payment of accounts payable or other Liabilities outside the ordinary course of business consistent with past practice; (ix) neither the Company nor any of its Subsidiaries has cancelled, compromised, waived or released any right or claim (or series of related rights and claims) either involving more than $500,000 or outside the ordinary course of business consistent with past practice; (x) neither the Company nor any of its Subsidiaries has transferred, assigned or granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the ordinary course of business consistent with past practice; (xi) there has been no change made or authorized in the Constituent Documents of any of the Company and its Subsidiaries; (xii) neither the Company nor any of its Subsidiaries has issued, sold or otherwise disposed of any of its capital stock (or other equity interest), or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity interests); (xiii) neither the Company nor any of its Subsidiaries has declared, set aside or paid any dividend or made any distribution with respect to its capital stock or other equity interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its capital stock or other equity interests; (xiv) neither the Company nor any of its Subsidiaries has experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property over $50,000 in the aggregateproperty; (vxv) Ibis neither the Company nor any of its Subsidiaries has not made any loan to, or entered into any other transaction with, any of its directors, officers and employees outside the ordinary course of business consistent with past practice; (xvi) neither the Company nor any of its Subsidiaries has entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement; (xvii) neither the Company nor any of its Subsidiaries has granted any increase in the base compensation of any employeeof its directors, except in officers and employees outside the ordinary course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of businessconsistent with past practice; (vixviii) Ibis neither the Company nor any of its Subsidiaries has not adopted, amended, modified, modified or terminated any Plan; (vii) Ibis has not entered into any transaction with bonus, profit sharing, incentive, severance or other plan, Contract or commitment for the benefit of any of its directors, officers and employees (or taken any such action with respect to any other employee benefit plan); (xix) neither the Company nor any of its Subsidiaries has made any other change in employment terms for any of its directors, officers and employees outside the ordinary course of business consistent with past practice; (xx) neither the Company nor any of its Subsidiaries has made or pledged to make any charitable or other capital contribution outside the ordinary course of business consistent with past practice; (xxi) neither the Company nor any of its Subsidiaries has discharged a material Liability or Encumbrance outside the ordinary course of business consistent with past practice; (xxii) neither the Company nor any of its Subsidiaries has made any loans or advances of money other than ordinary course advances made to any officers, employees or Affiliates, except directors for transactions with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business to any Person (travel and other than AMI and AMI’s Representatives); (ix) Ibis has not made a change in its accounting methodsbusiness expenses; and (xxxiii) Ibis neither the Company nor any of its Subsidiaries has not committed in any binding manner to any of the foregoing.

Subsequent Events. Since the date of the Most Recent Balance SheetSeptember 30, 2000, there has not been any material adverse change in the business, assets, liabilities, condition (financial or otherwise)condition, operations, operating resultsresults of operations, prospects, customer relations or supplier relations future prospects of Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date any of the Most Recent Balance SheetTarget and its Subsidiaries. Without limiting the generality of the foregoing, since that date: (i) Ibis none of the Target and its Subsidiaries has not sold, leased, transferred, or assigned any of its assets to a third partyassets, tangible or intangible, other than inventory for a fair consideration in the ordinary course Ordinary Course of businessBusiness; (ii) No none of the Target and its Subsidiaries has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business; (iii) no party (including Ibis or Isisany of the Target and its Subsidiaries) has accelerated, terminated, modified, or canceled cancelled any material Contract agreement, contract, lease, or license (or series of related Contractsagreements, contracts, leases, and licenses) involving more than $25,000 to which Ibis any of the Target and its Subsidiaries is or was a party or by which the Business any of them is or was bound; (iii) Ibis has made capital expenditures consistent with its normal course of operations; (iv) Ibis none of the Target and its Subsidiaries has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) none of the Target and its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business; (vi) none of the Target and 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 $25,000 or outside the Ordinary Course of Business; (vii) none of the Target and its Subsidiaries has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000; (viii) none of the Target and its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) none of the Target and its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $25,000 or outside the Ordinary Course of Business; (x) none of the Target and its Subsidiaries has granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) there has been no change made or authorized in the charter or bylaws of any of the Target and its Subsidiaries; (xii) none of the Target and its Subsidiaries has issued, sold, or otherwise disposed of any of its Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock; (xiii) none of the Target and its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (xiv) none of the Target and its Subsidiaries has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in the aggregateproperty; (vxv) Ibis none of the Target and its Subsidiaries has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) none of the Target and its Subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) none of the Target and its Subsidiaries has granted any increase in the base compensation of any employeeof its directors, except in officers, and employees outside the ordinary course Ordinary Course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of businessBusiness; (vixviii) Ibis none of the Target and its Subsidiaries has not adopted, amended, modified, or terminated any Plan; (vii) Ibis has not entered into any transaction with bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or Affiliates, except for transactions taken any such action with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business respect to any Person (other than AMI and AMI’s RepresentativesEmployee Benefit Plan); (ixxix) Ibis none of the Target and its Subsidiaries has made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) none of the Target and its Subsidiaries has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) there has not made a change in been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Target and its accounting methodsSubsidiaries; and (xxxii) Ibis none of the Target and its Subsidiaries has not committed in any binding manner to any of the foregoing.

Subsequent Events. Since the date of Except as set forth in Disclosure Schedule 4.8, since the Most Recent Balance SheetFiscal Year End, there has not been any material adverse change in the business, assets, liabilities, condition (financial or otherwise)condition, operations, operating resultsresults of operations, prospects, customer relations or supplier relations future prospects of Ibis and Ibis has and Isis has caused Ibis to conduct Sellers. Without limiting the Business in the ordinary course. Since the date generality of the Most Recent Balance Sheetforegoing, except as set forth in Disclosure Schedule 4.8, since that date: (ia) Ibis none of Sellers has not sold, leased, transferred, or assigned any of its assets to a third partyassets, tangible or intangible, other than inventory for fair consideration in the ordinary course Ordinary Course of businessBusiness; (iib) No except in the Ordinary Course of Business, none of Sellers has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000; (c) no party (including Ibis or Isisany of Sellers) has accelerated, terminated, modified, or canceled any material Contract agreement, contract, lease, or license (or series of related Contractsagreements, contracts, leases, and licenses) involving more than $25,000 to which Ibis any of Sellers is or was a party or by which the Business any of them is or was bound; (iiid) Ibis none of Sellers has made capital expenditures consistent with imposed any Security Interest upon any of its normal course of operationsassets, tangible or intangible; (ive) Ibis except in the Ordinary Course of Business, none of Sellers has not made any capital expenditure (or series of related capital expenditures) involving more than $25,000; (f) except in the Ordinary Course of Business, none of Sellers 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) involving more than $25,000; (g) none of Sellers has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or $50,000 in the aggregate; (h) except in the Ordinary Course of Business, none of Sellers has delayed or postponed the payment of accounts payable and other Liabilities; (i) except in the Ordinary Course of Business, none of Sellers has canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $25,000; (j) none of Sellers has granted, transferred or assigned any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no amendment to the Organizational Documents of any of Sellers; (l) none of Sellers has issued, sold, or otherwise disposed of any of its capital stock or member interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or member interests; (m) none of Sellers has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock or member interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock or member interests; (n) none of Sellers has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in the aggregateproperties; (vo) Ibis except in the Ordinary Course of Business, none of Sellers has made any loan to, or entered into any other transaction with, any of its stockholders, members, directors, officers, managers, and employees; (p) none of Sellers has entered into any written or, to the Knowledge of Sellers and the Doe Brothers, oral employment contract or collective bargaining agreement or modified the terms of any existing such contract or agreement, and the Sellers and the Doe Brothers do not have Knowledge of any circumstance or discussions that would give rise to or constitute an oral contract or agreement; (q) except in the Ordinary Course of Business, none of Sellers has granted any increase in the base compensation of any employeeof its directors, except in the ordinary course of business (including as to amount) or any bonus toofficers, any employee, other than in the ordinary course of businessand employees; (vir) Ibis none of Sellers has not adopted, amended, modified, or terminated any Plan; (vii) Ibis has not entered into any transaction with bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or Affiliates, except for transactions taken any such action with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business respect to any Person (other than AMI and AMI’s RepresentativesEmployee Benefit Plan); (ixs) Ibis none of Sellers has not made a any other change in employment terms for any of its accounting methodsdirectors, officers, and employees outside the Ordinary Course of Business; (t) except in the Ordinary Course of Business, none of Sellers has made or pledged to make any charitable or other capital contribution; (u) there has been no other material occurrence, event, incident, action, failure to act, or transaction involving any of Sellers; (v) except in the Ordinary Course of Business, none of Sellers has discharged a material Liability or Security Interest; (w) none of Sellers has made any loans or advances of money; and (x) Ibis none of Sellers has not committed in any binding manner to any of the foregoing.

Subsequent Events. Since Except as set forth in the date of the Most Recent Balance SheetFinancial Statements or as noted in SCHEDULE 4.9, there has not been since February 28, 2002 any material adverse change in the business, assets, liabilities, condition (financial or otherwiseother), operationsproperties, operating resultsassets, prospects, customer relations liabilities or supplier relations prospects of Ibis and Ibis has and Isis has caused Ibis to conduct Seller or the Business in Business. Without limiting the ordinary course. Since the date generality of the Most Recent Balance Sheetforegoing, since that date: (ia) Ibis Seller has not sold, leased, transferred, transferred or assigned any of its assets to a third partyassets, tangible or intangible, other than inventory for a fair consideration in the ordinary course of business; (iib) No party (including Ibis Seller has not entered into any Contract, Lease or Isis) has accelerated, terminated, modified, or canceled any material Contract license (or series of related Contracts, Leases, and licenses) either involving more than $10,000 or outside the ordinary course of business; (c) No party (including Seller, has accelerated, terminated, modified or cancelled any Contract, Lease, Open Order, agreement or license (or series of related Contracts, Leases, Open Orders, agreements and licenses) to which Ibis Seller is or was a party or by which the Business it is or was bound; (iiid) Ibis Seller has made capital expenditures consistent with not imposed or suffered any Lien upon any of its normal course of operationsassets, tangible or intangible; (ive) Ibis Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the ordinary course of business; (f) 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 and acquisitions) either involving more than $10,000 or outside the ordinary course of business; (g) Seller has not granted any license or sublicense of any right under or with respect to any Intellectual Property; (h) Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (i) Seller has not delayed or postponed the payment of accounts payable and other Liabilities or Obligations outside Seller's ordinary course of business; (j) Seller has not cancelled, compromised, waived or released any right or claim (or series of related rights and claims); (k) Seller has not issued, sold or otherwise disposed of any of its capital 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; (l) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased or otherwise acquired, or become obligated to redeem, purchase or otherwise acquire, any of its capital stock; (m) Seller has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property over $50,000 in the aggregateproperty; (vn) Ibis Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, employees or Affiliates outside the ordinary course of business; (o) Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (p) Seller has not granted any increase in the base compensation of any employeeof its directors, except officers and employees; (q) Seller has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the benefit of any of its directors, officers or employees (or taken any such action with respect to any other employee benefit plan); (r) Seller has not made any other change in employment terms for any of its directors, officers and employees; (s) Seller has not made or pledged to make any charitable or other capital contribution; (t) 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 transactions contemplated hereby) which would constitute an Excluded Liability if in existence as of the Closing Date; (u) there has not been any other adverse change, occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of business; (vi) Ibis has not amended, modified, or terminated any Plan; (vii) Ibis has not entered into any transaction with any of its directors, officers, employees or Affiliates, except for transactions with its employees in the ordinary course of business; (viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis involving Seller or the Business to any Person (other than AMI and AMI’s Representatives); (ix) Ibis has not made a change in its accounting methodsBusiness; and (xv) Ibis Seller has not committed in any binding manner to do or perform any of the foregoing.

Subsequent Events. Since the date Except as set forth on §4(f) of the Most Recent Balance SheetDisclosure Schedule, since December 31, 2005: (1) there has not been any material adverse change Material Adverse Change; and (2) the Gathering System has been operated only in the business, assets, liabilities, condition (financial or otherwise), operations, operating results, prospects, customer relations or supplier relations Ordinary Course of Ibis and Ibis has and Isis has caused Ibis to conduct Business. Without limiting the Business in the ordinary course. Since the date generality of the Most Recent Balance Sheetforegoing, since that date no Seller has: (i) Ibis has not sold, leased, transferred, or assigned any of its assets to a third partythe Assets, tangible or intangible, other than inventory for a fair consideration in the ordinary course Ordinary Course of businessBusiness; (ii) No party entered into any Gathering System Contract or license (including Ibis or Isisseries of related Contracts and licenses) has either involving more than Five Hundred Thousand Dollars ($500,000) or outside the Ordinary Course of Business; (iii) accelerated, terminated, modified, or canceled cancelled any material Gathering System Contract or license (or series of related ContractsContracts and licenses) (x) involving more than Five Hundred Thousand Dollars ($500,000) to which Ibis it is or was a party or by which it is bound, or (y) which is necessary to the Business is or was bound; (iii) Ibis has made capital expenditures consistent with its normal course operation of operationsthe Gathering System; (iv) Ibis has not imposed any Lien upon any of the Assets, tangible or intangible; (v) made any capital expenditure with respect to the Assets (or series of related capital expenditures) outside the Ordinary Course of Business; (vi) experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in any of the aggregate; (v) Ibis has not granted any increase in the base compensation of any employee, except in the ordinary course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of business; (vi) Ibis has not amended, modified, or terminated any PlanAssets; (vii) Ibis has not entered into made or changed any transaction with election relating to Taxes related to the Assets, settled any claim or assessment relating to Taxes, or consented to any claim or assessment relating to Taxes or any waiver of its directors, officers, employees the statute of limitations for any such claim or Affiliates, except for transactions with its employees in the ordinary course of businessassessment; (viii) Neither Ibis nor Isis has licensedterminated, sublicensed, allowed any Encumbrance to exist on, abandonedhad terminated, or permitted to lapse materially altered any Business IP or, except Gathering System Contracts between such Seller and any of its principal customers or suppliers as listed in §4(f)(viii) of the ordinary course of business, disclosed any Confidential Information of Ibis or the Business to any Person (other than AMI and AMI’s Representatives)Disclosure Schedule; (ix) Ibis has not made a change in its accounting methodsentered into any settlement of any pending or threatened Proceeding relating to the Assets other than solely for cash; andor (x) Ibis has not committed in any binding manner to do any of the foregoing.