Common use of Subsequent Events Clause in Contracts

Subsequent Events. Except as set forth on Schedule 2.10 of the SRC ----------------- ------------- Disclosure Schedule or disclosed in the SRC Public Reports, neither SRC nor any SRC Subsidiary has, since December 30, 2000: (a) discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC Balance Sheet or (ii) liabilities incurred since the date of the SRC Balance Sheet in the ordinary course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect; (b) increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect, except as may have been required due to income or operations of SRC since the date of the SRC Balance Sheet; (c) mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of SRC; (d) sold or transferred any of the assets material to the consolidated business of SRC, canceled any material debts or claims or waived any material rights, except in the ordinary course of business; (e) except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement; or (f) issued any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of SRC or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------

Subsequent Events. Except as set forth on Schedule 2.10 Since June 29, 2014, (i) there has occurred no material adverse change in the Business, operations, properties, Assets or condition of the SRC ----------------- ------------- Disclosure Schedule or disclosed in Company, and (ii) the SRC Public Reports, neither SRC nor any SRC Subsidiary has, since December 30, 2000Company has not: (a) discharged or satisfied any material lien or encumbranceclaim with respect to borrowed money, or paid or satisfied any material obligation or liability (absolute, accrued, contingent fixed or otherwisecontingent) for money borrowed other than (i) current liabilities shown or reflected on the SRC Balance Sheet or (ii) Financial Statements and current liabilities incurred since the date of the SRC Balance Sheet June 29, 2014 in the ordinary course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect; (b) increased or established any reserve for taxes or any other liability on changed its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in fiscal year end from the aggregate, have a SRC Material Adverse Effect, except as may have been required due Sunday falling closest to income or operations of SRC since the date of the SRC Balance SheetDecember 31; (c) mortgaged, pledged or subjected permitted any Encumbrance to any lien, charge or other encumbrance be imposed upon any of the assetsAssets, tangible or intangible, which assets are material to except in the consolidated ordinary course of business or financial condition of SRCnot involving Debt; (d) sold or transferred any of the assets material to the consolidated business of SRC, canceled any material debts or claims settled or waived compromised any material rightsclaims, in whole or in part, except in each case in the ordinary course of business; (e) except sold, leased, transferred or assigned any of the Assets, other than inventory sold or leases of real property entered into or terminated for this Agreement and a fair consideration in the ordinary course of business; (f) sold, assigned, licensed, sublicensed or transferred any material Intellectual Property or sold, assigned, licensed, sublicensed or transferred any other agreement executed Intellectual Property outside the normal course of business; (g) made any material capital expenditure or commitment therefor other than those listed on Schedule 4.17; (h) suffered any material damage, destruction, or loss (whether or not covered by insurance) of the Assets or the Company Facilities; (i) made or agreed to make any charitable contributions or pledges therefor, or incurred any other non-business expense; (j) changed in any material respect its credit policy as to sale of inventories or collection of receivables; (k) changed its customer warranty policies in any material respect; (l) decreased in any material respect expenditures with respect to promotion and delivered pursuant to this Agreement, advertising or maintenance and repairs; (m) entered into any joint venture, partnership or similar arrangement; (n) amended, modified or terminated any Material Contract in any material transaction respect other than in the ordinary course of business business; (o) made any non-cash distributions or permitted under redeemed the Stock or other equity interests; (p) made any material changes in its accounting policies or practices; (q) entered into any other material transaction (except for the transactions contemplated by this Agreement) other than in the ordinary course of business; (r) entered into, terminated or amended any Benefit Plan (other than as contemplated by this Agreement) except for such amendments required by applicable Law or the effect of which could reasonably be expected to be advantageous to the Business; (s) increased the rate of compensation of, or paid or agreed to pay any benefit to any current or former employee, contractor, consultant, leased employee, officer or partner of the Business, except normal salary increases in the ordinary course of the Business or as may be required by the terms of any existing Benefit Plan; or (ft) issued agreed to do any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of SRC or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all things listed in clauses (a) through (s) of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------this Section 4.17.

Subsequent Events. Except as set forth on Schedule 2.10 in Exhibit 5.11 to the MedPartners Disclosure Schedule, MedPartners has not, since the date of the SRC ----------------- ------------- Disclosure Schedule or disclosed in the SRC Public Reports, neither SRC nor any SRC Subsidiary has, since December 30, 2000MedPartners Balance Sheet: (a) discharged Incurred any material adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC MedPartners Balance Sheet or (ii) liabilities incurred since the date of the SRC MedPartners Balance Sheet in the ordinary course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect;material adverse effect on MedPartners. (bc) increased Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, would have a SRC Material Adverse Effectmaterial adverse effect on MedPartners, except as may have been required due to income or operations of SRC MedPartners since the date of the SRC MedPartners Balance Sheet;. (cd) mortgagedMortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of SRC;MedPartners. (de) sold Sold or transferred any of the assets material to the consolidated business of SRCMedPartners, canceled any material debts or claims or waived any material rights, except in the ordinary course of business;. (ef) except Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by MedPartners to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent. (g) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under other Sections of this Agreement; orPlan of Merger. (fh) issued Issued any stock, bonds or other securities, securities or any options or rights to purchase any of its securities (other than stock issued upon the exercise of outstanding options under MedPartners' stock option plans or stock options granted under such plans), except as set forth in Exhibit 5.11(h) to employees, directors or consultants of SRC or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed on Schedule 2.2 of the SRC MedPartners Disclosure Schedule. ------------.

Subsequent Events. Except as set forth on Schedule 2.10 of the SRC ----------------- ------------- Disclosure Schedule or disclosed in the SRC Public Reportslast-filed HEALTHSOUTH Document, neither SRC nor any SRC Subsidiary hasHEALTHSOUTH has not, since December 30, 2000the date of the last-filed HEALTHSOUTH Document: (a) discharged Incurred any material adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC September 30, 1996 Balance Sheet contained in the HEALTH- SOUTH Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (the "HEALTHSOUTH September 30 10-Q") or (ii) liabilities incurred since the date of the SRC Balance Sheet HEALTHSOUTH September 30 10-Q in the ordinary course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect;material adverse effect on HEALTHSOUTH. (bc) increased Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, would have a SRC Material Adverse Effectmaterial adverse effect on HEALTHSOUTH, except as may have been required due to income or operations of SRC HEALTHSOUTH since the date of the SRC Balance Sheet;September 30, 1996. (cd) mortgagedMortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of SRC;HEALTH- SOUTH. (de) sold Sold or transferred any of the assets material to the consolidated business of SRCHEALTHSOUTH, canceled cancelled any material debts or claims or waived any material rights, except in the ordinary course of business;. (ef) except Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by HEALTHSOUTH to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent. (g) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement; orother Sections hereof. (fh) issued Issued any stock, bonds or other securities, other than (i) stock options granted to employees, directors employees or consultants of SRC HEALTHSOUTH or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereofparties, all of which are disclosed on Schedule 2.2 described in the HEALTHSOUTH Documents, and (ii) approximately 300,000 shares of the SRC Disclosure Schedule. ------------HEALTHSOUTH Common Stock issued in connection with certain immaterial acquisitions.

Subsequent Events. Except as set forth on Schedule 2.10 of the SRC ----------------- ------------- Disclosure Schedule or disclosed in the SRC Public Reports, neither SRC nor any SRC Subsidiary has3.5, since December 3031, 20002013, (i) the Acquired Entities have conducted their respective businesses only in, and have not engaged in any transaction other than in accordance with, the Ordinary Course of Business and (ii) there has not occurred any Material Adverse Effect. Except as set forth on Schedule 3.5, since December 31, 2013, no Acquired Entity has: (a) purchased or redeemed any shares of its capital stock, or granted or issued any option, warrant or other right to purchase or acquire any such shares; (b) other than in the Ordinary Course of Business, paid, cancelled, incurred, waived, settled or discharged or satisfied any material lien indebtedness, claim, Action, liability or encumbrance, or paid or satisfied any material obligation or liability (whether absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC Balance Sheet or (ii) liabilities incurred since the date of the SRC Balance Sheet in the ordinary course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect; (b) increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect, except as may have been required due to income or operations of SRC since the date of the SRC Balance Sheet); (c) mortgaged, pledged or subjected to any lien, charge or other encumbrance encumbered any of the its material properties or assets, tangible or intangible, which assets are material to except for Encumbrances incurred in the consolidated Ordinary Course of Business, or sold, transferred or otherwise disposed of any assets, properties or rights of the business or financial condition of SRCthe Acquired Entities, except for Inventory sold in the Ordinary Course of Business and sales of obsolete machinery sold in the Ordinary Course of Business; (d) sold (i) granted any increase in the salaries or transferred other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses consistent with past practice) or loan to, any officer, manager, director, member, or employee of such Acquired Entity (other than normal increases in salaries or other compensation not in excess of five percent (5%) per annum made in the Ordinary Course of Business and increases in salaries or other compensation required by any preexisting agreement), or any increase in, or any addition to, other benefits (including any bonus, profit-sharing, pension, change in control, severance or other plan) to which any of the assets material officers, managers, directors, members or employees may be entitled, or any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business and consistent with past practice made pursuant to the consolidated business Employee Benefit Plans, or any other payment or benefit of SRCany kind to or on behalf of any officer, canceled any material debts manager, director, member or claims or waived any material rights, except employee other than payment of base compensation and reimbursement for reasonable expenses in the ordinary course Ordinary Course of businessBusiness, (ii) hired any new employee (other than to fill a vacancy) who receives a salary in excess of $50,000 per year or (iii) failed to make contributions to the Employee Benefit Plans in accordance with past practice; (e) except for this Agreement and entered into, terminated, adopted or amended, in any material respect, any employment, change in control or severance agreement or any other agreement executed and delivered pursuant Employee Benefit Plan or collective bargaining agreement; (f) suffered any change or, to this Agreementthe Knowledge of the Company, received any threat of any change in any of its relations with, or any loss or, to the Knowledge of the Company, threat of loss of, any of the Top Suppliers, distributors, Top Customers or employees, in each case, that are material to the business of the Acquired Entities; (g) disposed of or has failed to keep in effect any rights in, to or for the use of any Intellectual Property, franchise, license, Permit or certificate, in each case, material to the business of the Acquired Entities; (h) changed any method of keeping of their respective books of account or accounting practices; (i) entered into any material transaction transaction, agreement or event outside the Ordinary Course of Business or with any officer, director, manager, member, shareholder, or other than Affiliate of the Company or any “associates” (as defined in the ordinary course rules and regulations of the Securities and Exchange Commission) of any of the foregoing; (j) made, authorized or deferred any single capital expenditure in excess of $25,000, or capital expenditures in excess of $200,000 in the aggregate; (k) changed or modified in any material manner its existing credit, collection and payment policies, procedures and practices with respect to Receivables and Payables, respectively, including acceleration of collections of Receivables, failure to make or delay in making collections of Receivables (whether or not past due), acceleration of payment of Payables or failure to pay or delay in payment of Payables; (l) incurred any material damage, destruction, theft, loss or business interruption, (m) made any declaration, payment or permitted under this Agreementsetting aside for payment of any dividend or other distribution (whether in cash, stock or property) with respect to any securities of the Company; (n) made or revoked any Tax election, settled or compromised any material Tax liability with any Tax authority, or filed any amended Tax Return; or (fo) issued waived or released any stockmaterial right or claim of any Acquired Entity or incurred any modifications, bonds amendments or other securities, other than stock options granted to employees, directors or consultants terminations of SRC or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of Contracts which are disclosed on Schedule 2.2 of in the SRC Disclosure Schedule. ------------aggregate materially adverse to the Acquired Entities or their business.

Subsequent Events. Except as set forth on Schedule 2.10 of the SRC ----------------- ------------- Disclosure Schedule or disclosed in the SRC Public Reports, neither SRC nor any SRC Subsidiary hasEXHIBIT 3(h) TO THE DISCLOSURE LETTER, since December 3031, 20002001, the Seller has not entered into any agreement, contract, equipment lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business relating to the UCBSG Business or any of the Acquired Assets. Without limiting the foregoing, since December 31, 2001: (ai) discharged The Seller has not accelerated, terminated, modified, or satisfied canceled any material lien or encumbranceagreement, contract, equipment lease, or paid license (or satisfied series of related agreements, contracts, leases, and licenses) relating to the UCBSG Business or any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on of the SRC Balance Sheet or Acquired Assets; (ii) liabilities incurred since Neither the date Seller nor, to the Knowledge of Seller, has any other Person imposed any Encumbrance upon any of the SRC Balance Sheet in the ordinary course of businessAcquired Assets, which discharge or satisfaction except those that would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse EffectPermitted Encumbrance; (biii) increased The Seller has not issued any note, bond, or established other debt security or created, incurred, assumed, or guaranteed any reserve indebtedness for taxes borrowed money or capitalized lease obligation relating to any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect, except as may have been required due to income or operations of SRC since the date of the SRC Balance SheetAcquired Assets; (civ) mortgagedSeller has not canceled, pledged compromised, waived, or subjected released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business relating to any lien, charge or other encumbrance any of the assets, tangible Acquired Assets or intangible, which assets are material to the consolidated business or financial condition of SRCUCBSG Business; (dv) sold The Seller has not entered into any written employment contract or transferred collective bargaining agreement, or modified the terms of any of the assets material existing such contract or agreement with respect to the consolidated business of SRC, canceled any material debts or claims or waived any material rights, except in the ordinary course of businessofficers and employees listed on EXHIBIT 5(a) TO THE DISCLOSURE LETTER; (evi) except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other Other than in the ordinary course Ordinary Course of business or permitted under this Agreement; orBusiness, the Seller has not granted any increase in the base compensation of any of its officers and employees listed on EXHIBIT 5(a) TO THE DISCLOSURE LETTER; (fvii) issued Other than in the Ordinary Course of Business, the Seller has not adopted, amended, modified or terminated any stockbonus, bonds profit-sharing, incentive, severance, or other securitiesplan, other than stock options granted to employeescontract, directors or consultants commitment for the benefit of SRC any of its officers and employees listed on EXHIBIT 5(a) TO THE DISCLOSURE LETTER (or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant taken any such action with respect to any other contract or agreement outstanding as Employee Benefit Plan); and (viii) The Seller has not made any other changes in employment terms for any of its officers and employees listed on EXHIBIT 5(a) TO THE DISCLOSURE LETTER outside the date hereof, all Ordinary Course of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------Business.

Subsequent Events. Except as set forth on Schedule 2.10 of the SRC ----------------- ------------- Disclosure Schedule or disclosed in the SRC Public ReportsHEALTHSOUTH 10-K, neither SRC nor any SRC Subsidiary hasHEALTHSOUTH has not, since December 30, 2000the date of the HEALTHSOUTH 10-K: (a) discharged Incurred any material adverse change. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC December 31, 1997 Balance Sheet contained in the HEALTHSOUTH 10-K or (ii) liabilities incurred since the date of the SRC Balance Sheet HEALTHSOUTH 10-K in the ordinary course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect;material adverse effect on HEALTHSOUTH. (bc) increased Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, would have a SRC Material Adverse Effectmaterial adverse effect on HEALTHSOUTH, except as may have been required due to income or operations of SRC HEALTHSOUTH since the date of the SRC Balance Sheet;December 31, 1997. (cd) mortgagedMortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of SRC;HEALTHSOUTH. (de) sold Sold or transferred any of the assets material to the consolidated business of SRCHEALTHSOUTH, canceled any material debts or claims or waived any material rights, except in the ordinary course of business;. (ef) except Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by HEALTHSOUTH to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent. (g) Except for this Agreement Plan of Merger and any other agreement executed and delivered pursuant to this AgreementPlan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement; orother Sections hereof. (fh) issued Issued any stock, bonds or other securities, other than stock options granted to employees, directors employees or consultants of SRC HEALTHSOUTH or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereofparties, all of which are disclosed on Schedule 2.2 of described in the SRC Disclosure Schedule. ------------HEALTHSOUTH Documents.

Subsequent Events. Except as set forth on in Schedule 2.10 of 3.10 hereto or as contemplated by this Agreement or the SRC ----------------- ------------- Disclosure Schedule or disclosed in Pre-Closing Transactions, the SRC Public Reports, neither SRC nor any SRC Subsidiary hasCompany and its Subsidiaries have not, since December 3031, 20001997: (a) discharged Operated other than in the ordinary course of business, consistent with past practice except as necessary to consummate the transactions contemplated herein. (b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied paid, in each case, prior to the time it is due and payable, any material obligation or liability (absolute, accrued, contingent or otherwise) which would have a Material Adverse Effect on the Company, other than (i) liabilities shown or reflected on the SRC Balance Sheet Sheets or (ii) liabilities incurred since the date of the SRC Balance Sheet in the ordinary course of businesswhich are required to be discharged, which discharge satisfied or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect;paid by any Law. (bc) increased Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, would have a SRC Material Adverse Effect, except as may have been required due with respect to income or operations of SRC the Company or any of its Subsidiaries since the date of the SRC Balance Sheet;December 31, 1997 or as may be required under any mortgages. (cd) mortgagedMortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of SRC;the Company and its Subsidiaries, other than Permitted Liens (as hereinafter defined). (de) sold Sold or transferred any of the assets material to the consolidated business of SRCthe Company and its Subsidiaries, canceled any material debts or claims or waived any material rights, except in the ordinary course of business; (e) except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement; orconsistent with past practice. (f) issued Granted any stock, bonds general or other securitiesuniform increase in the rates of pay of employees, other than stock options granted in the ordinary course of business consistent with past practice, or any material increase in salary payable or to become payable by the Company or any of its Subsidiaries to any officer, director, warden, assistant warden or any similar administrator of a facility or group of employees, directors consultant or consultants agent (other than normal increases consistent with past practices or as required under any existing employment agreement). (g) Entered into any material transaction other than permitted under other sections of SRC this Agreement or warrants granted in the ordinary course of business consistent with past practice. (h) Incurred or agreed to third parties or shares incur any indebtedness for borrowed money, other than in the ordinary course of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------business consistent with past practice.

Subsequent Events. Except as set forth on Schedule 2.10 of the SRC ----------------- ------------- Disclosure Schedule or disclosed in the SRC Public Reports, neither SRC nor any SRC Subsidiary has, since December Since June 30, 20002009: (a) discharged there has been no event or satisfied any material lien occurrence which has had a Material Adverse Effect on Sitrick Co; and (b) except as expressly contemplated by this Agreement or encumbrancethe Contribution Agreement, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than Sitrick Co has not: (i) liabilities shown incurred any material Indebtedness, made any material loans or reflected on advance to any Person, or incurred or become subject to any Liabilities (other than Liabilities incurred in the SRC Balance Sheet or (ii) liabilities incurred since the date ordinary course of the SRC Balance Sheet business consistent with past practice, Liabilities under contracts entered into in the ordinary course of business, which discharge Excluded Liabilities and borrowings from banks (or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effectsimilar financial institutions) necessary to meet ordinary course working capital requirements); (b) increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect, except as may have been required due to income or operations of SRC since the date of the SRC Balance Sheet; (cii) mortgaged, pledged or subjected to any lien, charge or Encumbrance (other encumbrance than Permitted Encumbrances) any of the assets, tangible or intangible, which its assets are material to the consolidated business or financial condition of SRCother than Excluded Assets; (diii) sold or transferred any of the assets material to the consolidated business of SRC, canceled any material debts or claims cancelled or waived any claims or rights of value or sold, assigned, transferred, leased or licensed any material rightsasset or material portion of its assets other than Excluded Assets, except in the ordinary course of businessbusiness (an asset with a net book value of more than $25,000 or a portion of assets with an aggregate net book value of more than $50,000 shall for purposes of this clause be considered material); (eiv) except for this Agreement and sold, assigned, transferred, leased or licensed to any other agreement executed and delivered pursuant to this Agreementthird party any material Intellectual Property, modified any rights with respect thereto, or entered into any settlement regarding the breach or infringement of any Intellectual Property; (v) suffered any material transaction damage, destruction, loss or substantial interruption in use affecting the Purchased Assets or the Assumed Liabilities, whether or not covered by insurance; (vi) made any capital expenditures or commitments therefor in an aggregate amount greater than $50,000; (vii) other than in the ordinary course of business consistent with past practices, failed to pay or permitted under this Agreementsatisfy when due any Liability relating to the Sitrick Business and included in the calculation of the Sitrick Co Final Working Capital; (viii) adopted, amended, modified, or terminated any Sitrick Co Benefit Plan; (ix) hired or engaged any new employees or consultants at an annual compensation rate in excess of $250,000 or terminated any such employee or consultant having an annual salary rate of compensation in excess of $250,000; (x) suffered any adverse change in employee or consultant relations that is material to the Sitrick Business; (xi) sold, leased or transferred any interest in any of its non-cash assets (other than Excluded Assets) to, or entered into any material agreement or arrangement with, any of its officers, directors, managers, members, shareholders or any Affiliate; (xii) amended any Governing Documents; (xiii) changed any of its accounting principles or practices from those set forth in or reflected by the Financial Statements, including, without limitation, any assumptions underlying, or methods of calculating, any doubtful account, contingency or other reserves for the Sitrick Business; (xiv) revalued any of the Purchased Assets (including, without limitation, writing off notes or accounts receivable) or any of the Assumed Liabilities, other than in the ordinary course of business consistent with past practices; (xv) entered into any Sitrick Co Material Contract, or amended, terminated or otherwise modified any Sitrick Co Material Contract, or received any notice of termination of any Sitrick Co Material Contract; (xvi) other than in the ordinary course of business consistent with past practices, entered into any material agreement or arrangement with any of its employees; or (fxvii) issued agreed, whether orally or in writing, to do any stock, bonds or other securities, other than stock options granted to employees, directors or consultants of SRC or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to any other contract or agreement outstanding as of the date hereof, all of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------foregoing.

Subsequent Events. Since the Latest Greenbrook Balance Sheet Date, the Greenbrook Companies have (i) conducted their business consistent with past practices and in the Ordinary Course of Business and (ii) used their commercially reasonable efforts to preserve the goodwill and organization of their business and their relationships with their customers, vendors, employees and other Persons having business relations with any Greenbrook Company. Except as set forth on Schedule 2.10 Section 4.13 of the SRC ----------------- ------------- Purchaser Disclosure Schedule or disclosed in the SRC Public ReportsLetter, neither SRC nor any SRC Subsidiary no Greenbrook Company has, since December 30, 2000the Latest Balance Sheet Date: (a) discharged or satisfied any material lien or encumbrance, or paid or satisfied or agreed to extend any material obligation or liability in an amount exceeding USD $25,000 (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC Balance Sheet or (ii) liabilities incurred since the date of the SRC Balance Sheet in the ordinary course Ordinary Course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse EffectBusiness; (b) increased or established any reserve for taxes Taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effecttherefor, except as may have been required due to income or operations of SRC any Greenbrook Company since the date Latest Balance Sheet Date in the Ordinary Course of the SRC Balance SheetBusiness; (c) made, revoked or amended any material Tax election, adopted or changed any material accounting method or period, entered into any Tax sharing, allocation or similar agreement, entered into any closing agreement, settled or compromised any Tax claim, assessment or deficiency, surrendered any right to a Tax refund, filed any Tax Return inconsistent with past practice, filed an amended Tax Return, or consented to an extension or waiver of any statute of limitations with respect to Taxes; (d) mortgaged, pledged or subjected to any lien, charge or Encumbrance (other encumbrance than statutory Encumbrances arising in the Ordinary Course of Business) any of the Greenbrook Company’s assets, tangible or intangible, which assets are material to the consolidated business or financial condition of SRC; (de) sold sold, transferred, assigned, leased or transferred licensed any of the assets material to the consolidated business of SRCGreenbrook Company’s assets, canceled cancelled any material debts or claims Claims, or waived any material rights, except in the ordinary course of business; (e) except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction each case other than in the ordinary course Ordinary Course of business or permitted under this Agreement; orBusiness; (f) other than retention bonuses not in excess of $25,000 per employee, granted any increase or decrease in any salary, hourly wage, compensation, bonus, insurance, pension or other benefit payable, or to become payable, by the Greenbrook Companies to any director, manager, officer, employee, contractor, consultant or agent (other than normal merit increases in the Ordinary Course of Business), or adopted or entered into any Company Plan with respect to any of the foregoing; (g) authorized any capital expenditures in excess of USD $25,000; (h) failed to pay accounts payable, employees or contractors or failed to b▇▇▇ and collect for services provided by the Business, in each case other than in the Ordinary Course of Business; (i) incurred any known liability in excess of USD $25,000, other than in the Ordinary Course of Business; (j) changed in any material respect any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure; (k) issued any stockEquity Interests, bonds or other securities; (l) authorized, other than stock options granted to employeesmade, directors or consultants of SRC declared any distribution or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to dividend; (m) experienced a Greenbrook Company Material Adverse Effect; or (n) entered into any other contract or agreement outstanding as of Contract regarding the date hereof, all of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------foregoing.

Subsequent Events. Since the Latest Success Balance Sheet Date, the Success Subject Companies have (i) conducted their business consistent with past practices and in the Ordinary Course of Business and (ii) used their commercially reasonable efforts to preserve the goodwill and organization of their business and their relationships with their customers, vendors, employees and other Persons having business relations with any Success Subject Company. Except as set forth on Schedule 2.10 Section 3.11 of the SRC ----------------- ------------- Seller Disclosure Schedule or disclosed in the SRC Public ReportsLetter, neither SRC nor any SRC Subsidiary no Success Subject Company has, since December 30, 2000the Latest Balance Sheet Date: (a) discharged or satisfied any material lien or encumbrance, or paid or satisfied or agreed to extend any material obligation or liability in an amount exceeding USD $25,000 (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC Balance Sheet or (ii) liabilities incurred since the date of the SRC Balance Sheet in the ordinary course Ordinary Course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse EffectBusiness; (b) increased or established any reserve for taxes Taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effecttherefor, except as may have been required due to income or operations of SRC any Transferred Company since the date Latest Balance Sheet Date in the Ordinary Course of the SRC Balance SheetBusiness; (c) made, revoked or amended any material Tax election, adopted or changed any material accounting method or period, entered into any Tax sharing, allocation or similar agreement, entered into any closing agreement, settled or compromised any Tax claim, assessment or deficiency, surrendered any right to a Tax refund, filed any Tax Return inconsistent with past practice, filed an amended Tax Return, or consented to an extension or waiver of any statute of limitations with respect to Taxes; (d) mortgaged, pledged or subjected to any lien, charge or Encumbrance (other encumbrance than statutory Encumbrances arising in the Ordinary Course of Business) any of the Transferred Company's assets, tangible or intangible, which assets are material to or any of the consolidated business or financial condition Equity Interests of SRCany Transferred Company including the Success Equity Interests; (de) sold sold, transferred, assigned, leased or transferred licensed any of the assets material to the consolidated business of SRCTransferred Company's assets, canceled cancelled any material debts or claims Claims, or waived any material rights, except in the ordinary course of business; (e) except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction each case other than in the ordinary course Ordinary Course of business or permitted under this Agreement; orBusiness; (f) granted any increase or decrease in any salary, hourly wage, compensation, bonus, insurance, pension or other benefit payable, or to become payable, by the Transferred Companies to any director, manager, officer, employee, contractor, consultant or agent (other than normal merit increases in the Ordinary Course of Business), or adopted or entered into any Success Company Plan with respect to any of the foregoing; (g) authorized any capital expenditures in excess of USD $25,000; (h) failed to pay accounts payable, employees or contractors or failed to ▇▇▇▇ and collect for services provided by the Business, in each case other than in the Ordinary Course of Business; (i) incurred any known liability in excess of USD $25,000, other than in the Ordinary Course of Business; (j) changed in any material respect any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure; (k) issued any stockEquity Interests, bonds or other securities; (l) authorized, other than stock options granted to employeesmade, directors or consultants of SRC declared any distribution or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to dividend; (m) experienced a Success Company Material Adverse Effect; or (n) entered into any other contract or agreement outstanding as of Contract regarding the date hereof, all of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------foregoing.

Subsequent Events. Except as set forth disclosed in a corresponding section on Schedule 2.10 of the SRC ----------------- ------------- Disclosure Schedule or disclosed in the SRC Public Reports, neither SRC nor any SRC Subsidiary has4.8 and except as contemplated by this Agreement, since December 3031, 2000: (a) discharged or satisfied any material lien or encumbrance2001, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC Balance Sheet or (ii) liabilities incurred since through the date of this Agreement, the SRC Balance Sheet Companies have conducted their businesses in the ordinary course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or and there has not been any Material Adverse Change in the aggregateCompanies. Without limiting the generality of the foregoing, have since December 31, 2001, through the date of this Agreement (unless an earlier date is provided below), except as disclosed in a SRC Material Adverse Effect;corresponding section on Schedule 4.8: (a) None of the Companies has issued, sold, granted options or rights to purchase, pledged, or authorized or proposed the issuance, sale, grant of options or rights to purchase or pledge any membership interests or securities of such Company, or granted or accelerated any right to convert or exchange any membership interests or securities of such Company. (b) increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effect, except as may have been required due to income or operations of SRC since the date None of the SRC Balance Sheet;Companies has acquired or redeemed, directly or indirectly, or amended the terms of any membership interests or securities of such Company. (c) mortgagedNone of the Companies has split, pledged combined or subjected to reclassified its capital stock or membership interests, or declared, set aside, made or paid any liendividend or distribution (whether in cash, charge stock, membership interests or other encumbrance property) on any shares of its capital stock or membership interests. (d) None of the Companies granted any stock-related or membership interest-related performance or similar awards or bonuses. (e) None of the Companies has sold, leased, transferred, assigned or otherwise disposed of any of the its assets, tangible or intangible, which other than inventory or other assets are material in the ordinary course of business. Without limiting the generality of the foregoing, the Companies have not instituted sales incentives or engaged in other sales practices that, to the consolidated business or financial condition Knowledge of SRC;the Sellers, resulted in customer inventory levels greater than would otherwise be consistent with past practices. (df) sold None of the Companies has entered into any Contract, or transferred series of related Contracts (other than Inventory Purchase Orders), involving more than $25,000. (g) Between December 31, 2001, and December 5, 2002, none of the Companies has entered into any Inventory Purchase Order in excess of $25,000. (h) None of the Companies has accelerated, terminated, modified or cancelled any Contract (excluding Inventory Purchase Orders), lease or license (or series of related Contracts) involving more than $25,000 to which it is a party or by which it is bound. (i) None of the Companies has suffered the imposition of any Lien, other than Permitted Liens, upon any of its assets. (j) None of the Companies has made any capital expenditure (or series of related capital expenditures) involving more than $25,000 in the aggregate. (k) None of the Companies has made any capital investment in, any loan to, or any acquisition of the securities or assets material to the consolidated business of SRC, canceled any material debts or claims or waived any material rightsother Person, except in the ordinary course of such Company's business;. (el) except None of the Companies has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for this Agreement and borrowed money or for a capitalized lease obligation either involving more than $25,000 singly or $40,000 in the aggregate or for any obligation of the Parents or any of their Affiliates. (m) None of Companies has delayed or postponed the payment of accounts payable or other agreement executed and delivered pursuant to this Agreementliabilities outside the ordinary course of business. (n) None of the Companies has granted any extension of credit in the sale of products, entered into any material transaction collection of receivables or otherwise, other than in the ordinary course of business or permitted under this Agreement; orbusiness. (fo) issued None of the Companies has cancelled, compromised, waived or released any stockright or claim (or series of related rights and claims) involving more than $25,000. (p) None of the Companies has granted any license or sublicense of any rights under or with respect to any Intellectual Property owned or licensed by the Companies and necessary and material to the operation of their business as currently conducted (excluding proprietary software provided to customers of the Companies in the ordinary course of business). (q) None of the Companies has authorized any change in its Certificate of Formation, bonds Operating Agreement, Articles of Incorporation, Memorandum of Association, By-Laws, Articles of Association or other securitiessimilar charter document. (r) None of the Companies has experienced any material damage, destruction or loss (whether or not covered by insurance) to its property, reasonable wear and tear excepted. (s) None of the Companies has made any loan to, or entered into any other transaction (other than stock options employment arrangements the subject of clause (t) below) with, any director, manager or officer of any Seller Party or any relative by blood or marriage thereof, or any of the Sellers, the Parents or any Affiliates thereof, or any employee of the Companies (other than routine payroll and travel advances and computer loans for employees of the Companies). (t) None of the Companies has entered into any employment or compensation agreements, collective bargaining agreements or any consulting agreements or any other similar arrangements, written or oral, or modified the terms of any existing such contract or agreement, in each case outside the ordinary course of such Company's business. (u) None of the Companies has granted any increase in the base compensation of any employee or officer of the Companies in excess of 10% (or, in the case of employees or officers with annual compensation greater than $35,000, in excess of 5%) of such employee's or officer's base annual compensation prior to such increase or outside the ordinary course of business, or made any other material changes in employment terms for its employees, officer or directors outside the ordinary course of business. (v) Except for amendments to reflect the provisions of the Economic Growth Tax Relief Reconciliation Act of 2001, none of the Companies has adopted, amended, modified or consultants terminated any bonus of SRC any type, profit-sharing, incentive, severance or warrants granted to third parties other plan, including a retirement plan, Contract or shares commitment for the benefit of common stock issuable pursuant thereto any of its directors, officers and employees, or pursuant taken any such action with respect to any other contract or agreement outstanding as Plan. (w) None of the date hereofCompanies has made or pledged to make any charitable or other capital contribution, all which, in the aggregate, is in excess of which are disclosed on Schedule 2.2 $5,000. (x) None of the SRC Disclosure Schedule. ------------Companies has engaged in any methods of billing and collection, purchase, sale, lease, accounting or operation that materially vary from its usual and customary past practice. (y) None of the Companies has entered into a binding agreement to do any of the foregoing.

Subsequent Events. Since the Latest Success Balance Sheet Date, the Success Subject Companies have (i) conducted their business consistent with past practices and in the Ordinary Course of Business and (ii) used their commercially reasonable efforts to preserve the goodwill and organization of their business and their relationships with their customers, vendors, employees and other Persons having business relations with any Success Subject Company. Except as set forth on Schedule 2.10 Section 3.11 of the SRC ----------------- ------------- Seller Disclosure Schedule or disclosed in the SRC Public ReportsLetter, neither SRC nor any SRC Subsidiary no Success Subject Company has, since December 30, 2000the Latest Balance Sheet Date: (a) discharged or satisfied any material lien or encumbrance, or paid or satisfied or agreed to extend any material obligation or liability in an amount exceeding USD $25,000 (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC Balance Sheet or (ii) liabilities incurred since the date of the SRC Balance Sheet in the ordinary course Ordinary Course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse EffectBusiness; (b) increased or established any reserve for taxes Taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effecttherefor, except as may have been required due to income or operations of SRC any Transferred Company since the date Latest Balance Sheet Date in the Ordinary Course of the SRC Balance SheetBusiness; (c) made, revoked or amended any material Tax election, adopted or changed any material accounting method or period, entered into any Tax sharing, allocation or similar agreement, entered into any closing agreement, settled or compromised any Tax claim, assessment or deficiency, surrendered any right to a Tax refund, filed any Tax Return inconsistent with past practice, filed an amended Tax Return, or consented to an extension or waiver of any statute of limitations with respect to Taxes; (d) mortgaged, pledged or subjected to any lien, charge or Encumbrance (other encumbrance than statutory Encumbrances arising in the Ordinary Course of Business) any of the Transferred Company’s assets, tangible or intangible, which assets are material to or any of the consolidated business or financial condition Equity Interests of SRCany Transferred Company including the Success Equity Interests; (de) sold sold, transferred, assigned, leased or transferred licensed any of the assets material to the consolidated business of SRCTransferred Company’s assets, canceled cancelled any material debts or claims Claims, or waived any material rights, except in the ordinary course of business; (e) except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction each case other than in the ordinary course Ordinary Course of business or permitted under this Agreement; orBusiness; (f) granted any increase or decrease in any salary, hourly wage, compensation, bonus, insurance, pension or other benefit payable, or to become payable, by the Transferred Companies to any director, manager, officer, employee, contractor, consultant or agent (other than normal merit increases in the Ordinary Course of Business), or adopted or entered into any Success Company Plan with respect to any of the foregoing; (g) authorized any capital expenditures in excess of USD $25,000; (h) failed to pay accounts payable, employees or contractors or failed to b▇▇▇ and collect for services provided by the Business, in each case other than in the Ordinary Course of Business; (i) incurred any known liability in excess of USD $25,000, other than in the Ordinary Course of Business; (j) changed in any material respect any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure; (k) issued any stockEquity Interests, bonds or other securities; (l) authorized, other than stock options granted to employeesmade, directors or consultants of SRC declared any distribution or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to dividend; (m) experienced a Success Company Material Adverse Effect; or (n) entered into any other contract or agreement outstanding as of Contract regarding the date hereof, all of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------foregoing.

Subsequent Events. Except as set forth on Schedule 2.10 SCHEDULE 4.5 or as otherwise contemplated hereunder, Seller has not since the date of the SRC ----------------- ------------- Disclosure Schedule or disclosed in Seller Balance Sheet to the SRC Public Reports, neither SRC nor any SRC Subsidiary has, since December 30, 2000date hereof: (a) discharged or satisfied Suffered any material lien or encumbrance, or paid or satisfied Material Adverse Effect; (b) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC Balance Sheet or (ii) liabilities incurred since the date of the SRC Seller Balance Sheet in the ordinary course Ordinary Course of businessBusiness, the incurrence of which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, not have a SRC Material Adverse EffectEffect on Seller; (bc) increased Increased or established any reserve for taxes Taxes or any other liability on its books or otherwise provided therefor which wouldwhich, as may reasonably be foreseenif paid in full, individually or in the aggregate, would have a SRC Material Adverse Effect, except as may have been required due to income or operations of SRC since the date of the SRC Balance SheetEffect on Seller; (cd) mortgagedMortgaged, pledged or subjected to any lienother Encumbrance, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of SRCAssets; (de) sold Sold or transferred any of the assets material to of Seller, including any Intellectual Property, other than in the consolidated business Ordinary Course of SRCBusiness, or canceled any material debts or claims or waived any rights material rights, except in the ordinary course of businessto Seller; (ef) except Granted any general or uniform increase in the rates of pay of employees or any increase in compensation payable or to become payable by Seller to any director, officer or employee, consultant or agent of Seller other than increases in the Ordinary Course of Business, or by means of any bonus or pension plan, or similar contract or agreement, increased the compensation of any director, officer or employee other than increases in the Ordinary Course of Business; (g) Except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course Ordinary Course of business Business or as expressly permitted under this Agreementother provisions hereof; (h) Adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, share exchange, restructuring, recapitalization or other reorganization of Seller; (i) Changed in any material respect Seller's Tax or accounting methods, principles or practices (including any changes in depreciation or amortization policies or rates or any changes in any assumptions underlying any method of calculating reserves), other than as required by a change in GAAP or other applicable law; or (fj) issued Entered into any stockagreement, bonds contract, commitment or other securities, other than stock options granted arrangement to employees, directors or consultants of SRC or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to take any other contract or agreement outstanding as of the date hereofactions contemplated in the foregoing clauses (a) through (i), all of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------or authorized, recommended, proposed or announced an intention to take any such action.

Subsequent Events. Since the Latest Greenbrook Balance Sheet Date, the Greenbrook Companies have (i) conducted their business consistent with past practices and in the Ordinary Course of Business and (ii) used their commercially reasonable efforts to preserve the goodwill and organization of their business and their relationships with their customers, vendors, employees and other Persons having business relations with any Greenbrook Company. Except as set forth on Schedule 2.10 Section 4.13 of the SRC ----------------- ------------- Purchaser Disclosure Schedule or disclosed in the SRC Public ReportsLetter, neither SRC nor any SRC Subsidiary no Greenbrook Company has, since December 30, 2000the Latest Balance Sheet Date: (a) discharged or satisfied any material lien or encumbrance, or paid or satisfied or agreed to extend any material obligation or liability in an amount exceeding USD $25,000 (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC Balance Sheet or (ii) liabilities incurred since the date of the SRC Balance Sheet in the ordinary course Ordinary Course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse EffectBusiness; (b) increased or established any reserve for taxes Taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effecttherefor, except as may have been required due to income or operations of SRC any Greenbrook Company since the date Latest Balance Sheet Date in the Ordinary Course of the SRC Balance SheetBusiness; (c) made, revoked or amended any material Tax election, adopted or changed any material accounting method or period, entered into any Tax sharing, allocation or similar agreement, entered into any closing agreement, settled or compromised any Tax claim, assessment or deficiency, surrendered any right to a Tax refund, filed any Tax Return inconsistent with past practice, filed an amended Tax Return, or consented to an extension or waiver of any statute of limitations with respect to Taxes; (d) mortgaged, pledged or subjected to any lien, charge or Encumbrance (other encumbrance than statutory Encumbrances arising in the Ordinary Course of Business) any of the Greenbrook Company's assets, tangible or intangible, which assets are material to the consolidated business or financial condition of SRC; (de) sold sold, transferred, assigned, leased or transferred licensed any of the assets material to the consolidated business of SRCGreenbrook Company's assets, canceled cancelled any material debts or claims Claims, or waived any material rights, except in the ordinary course of business; (e) except for this Agreement and any other agreement executed and delivered pursuant to this Agreement, entered into any material transaction each case other than in the ordinary course Ordinary Course of business or permitted under this Agreement; orBusiness; (f) other than retention bonuses not in excess of $25,000 per employee, granted any increase or decrease in any salary, hourly wage, compensation, bonus, insurance, pension or other benefit payable, or to become payable, by the Greenbrook Companies to any director, manager, officer, employee, contractor, consultant or agent (other than normal merit increases in the Ordinary Course of Business), or adopted or entered into any Company Plan with respect to any of the foregoing; (g) authorized any capital expenditures in excess of USD $25,000; (h) failed to pay accounts payable, employees or contractors or failed to ▇▇▇▇ and collect for services provided by the Business, in each case other than in the Ordinary Course of Business; (i) incurred any known liability in excess of USD $25,000, other than in the Ordinary Course of Business; (j) changed in any material respect any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure; (k) issued any stockEquity Interests, bonds or other securities; (l) authorized, other than stock options granted to employeesmade, directors or consultants of SRC declared any distribution or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to dividend; (m) experienced a Greenbrook Company Material Adverse Effect; or (n) entered into any other contract or agreement outstanding as of Contract regarding the date hereof, all of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------foregoing.

Subsequent Events. Since the Balance Sheet Date, each Subject Company has‌ Business and (ii) used its commercially reasonable efforts to preserve the goodwill and organization of its business and its relationships with its customers, vendors, employees and other Persons having business relations with such Subject Company. Except as set forth on Schedule 2.10 of the SRC ----------------- ------------- Disclosure Schedule or disclosed in the SRC Public Reports3.10, neither SRC nor any SRC Subsidiary no Subject Company has, since December 30, 2000the Balance Sheet Date: (a) incurred any material uninsured obligation or liability (absolute, accrued, contingent or otherwise); (b) discharged or satisfied any material lien or encumbranceEncumbrance, or paid or satisfied or agreed to extend any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the SRC Balance Sheet or (ii) liabilities incurred since the date of the SRC Balance Sheet in the ordinary course Ordinary Course of business, which discharge or satisfaction would not, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse EffectBusiness; (bc) increased or established any reserve for taxes Taxes or any other liability on its books or otherwise provided therefor which would, as may reasonably be foreseen, individually or in the aggregate, have a SRC Material Adverse Effecttherefor, except as may have been required due to income or operations of SRC such Subject Company since the date Balance Sheet Date in the Ordinary Course of the SRC Balance SheetBusiness; (cd) made or revoked any material Tax election, adopted or changed any material Tax accounting method, settled or compromised any material Tax assessment or deficiency, surrendered any right to a material Tax refund, filed an amended Tax Return, or consented to an extension or waiver of any statute of limitations with respect to Taxes; (e) mortgaged, pledged or subjected to any lien, charge or other encumbrance Encumbrance any of the Subject Company’s assets, tangible or intangible, which assets are material to or any of the consolidated business or financial condition of SRCPurchased Interests; (df) sold sold, transferred, assigned, leased or transferred licensed any of the assets material to the consolidated business of SRCSubject Company’s assets, canceled cancelled any material debts or claims Claims, or waived any material rights, except in the ordinary course of business; (eg) granted any general or uniform increase or decrease in the rates of pay of employees or contractors of any Subject Company or any increase or decrease in any salary, compensation, bonus, insurance, pension or other benefit payable, or to become payable, by any Subject Company to any director, manager, officer, employee, contractor, consultant or agent (other than normal merit increases in the Ordinary Course of Business), or adopted or entered into any Contract with respect to any of the foregoing; (h) established, amended or terminated any Company Plan; (i) authorized any capital expenditures in excess of USD $10,000; (j) failed to maintain working capital in the Ordinary Course of Business (including any failure to pay accounts payable, employees or contractors, or failure to reserve for accrued liabilities such as payroll Taxes and employee benefits) or failed to bill and collect for services provided by the Business in accordance with past practices; (k) changed any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure; (l) entered into any material transaction, except for this Agreement and any other agreement Contract executed and delivered pursuant to this Agreement, entered into any material transaction other than in the ordinary course of business or permitted under this Agreement; or; (fm) issued any stockEquity Interests, bonds or other securities; (n) authorized, other than stock options granted to employeesmade, directors or consultants of SRC declared any distribution or warrants granted to third parties or shares of common stock issuable pursuant thereto or pursuant to dividend; (o) experienced a Material Adverse Effect; or (p) entered into any other contract or agreement outstanding as of Contract regarding the date hereof, all of which are disclosed on Schedule 2.2 of the SRC Disclosure Schedule. ------------foregoing.