Common use of Subsequent Events Clause in Contracts

Subsequent Events. Except as set forth on Schedule 3.9, since year ended January 15, 1996: (i) Seller has not sold, leased, transferred or assigned any assets of the Business, tangible or intangible, except in the Ordinary Course; (ii) Seller has not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $2,500 or outside the Ordinary Course; (iii) 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 Seller or the Business; (iv) Seller has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) 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 or acquisitions); (vi) 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 obligations; (vii) Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course; (viii) Seller has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Course; (ix) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property used or useful in the Business; (x) there has not been any other material occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course involving Seller except that is generally known by other NRTC members and affiliates; and (xi) Seller has not committed to any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of Seller.

Subsequent Events. Except as set forth on Schedule 3.9Since the date of the most recent Financial Statements, since year ended January 15, 1996the Company has not: (i) Seller has issued any stock (other than the Class B Shares), bond or other corporate security; (ii) borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), except current liabilities incurred and liabilities under contracts entered into in the ordinary course of business which do not sold, leased, transferred have an adverse effect upon the business or assigned any assets finances of the BusinessCompany; (iii) discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on the Financial Statements and current liabilities incurred since the date of the Financial Statements in the ordinary course of business; (iv) declared or made any payment or distribution to shareholders or purchased or redeemed any share of its capital stock or other security; (v) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, except in the Ordinary Course; (ii) Seller has other than liens which arise by operation of law or liens of current real property taxes not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases yet due and licenses) involving more than $2,500 or outside the Ordinary Course; (iii) 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 Seller or the Business; (iv) Seller has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) 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 or acquisitions)payable; (vi) Seller has not issued sold, assigned or transferred any noteof its tangible assets, bond except in the ordinary course of business, or other cancelled any debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligationsclaim; (vii) Seller has not delayed sold, assigned, transferred or postponed the payment of accounts payable and granted any exclusive license with respect to any patent, trademark, trade name, service mark, copyright, trade secrxx xr other Liabilities outside the Ordinary Courseintangible asset; (viii) Seller has suffered any loss of property or waived any right, whether or not canceled, compromised, waived or released any right or claim (or series in the ordinary course of related rights and claims) involving more than $1,000 or outside the Ordinary Coursebusiness; (ix) Seller has not granted made any license or sublicense of any rights under or with respect to any Intellectual Property used or useful change in the Businessofficer compensation; (x) there has not been made any other material occurrence, event, incident, action, failure to act change in the manner of business or transaction outside the Ordinary Course involving Seller except that is generally known by other NRTC members operations including any change in accounting principles and affiliatespractices; and (xi) Seller has not committed entered into any transaction except in the ordinary course of business or as otherwise contemplated hereby; or (xii) entered into any commitment (contingent or otherwise) to do any of the foregoing. Since ; except to the year ended January 15extent expressly authorized or required by this Agreement, 1996which authorization includes payments under the Company's Dissolution Plan, there has been no material adverse change inProfit Sharing Plan and Bonus Plan, Non-Competition Payments, and to the best knowledge of Seller and ShareholdersCompany's expenses in connection with the transactions contemplated by this Agreement, no event has occurred which is likely, individually or all specified in the aggregate, to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of SellerSchedule 2.14.

Subsequent Events. Except as set forth on Schedule 3.9disclosed in the Offering Prospectus, since year ended January 15March 31, 19962023: (i) Seller has not sold, leased, transferred or assigned neither the Company nor any assets of the BusinessMaterial Subsidiaries has incurred, tangible assumed or intangiblesuffered any liability (absolute, except in accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Ordinary CourseCompany and the Material Subsidiaries, taken as a whole; (ii) Seller neither the Company nor any of the Material Subsidiaries has not entered into declared or paid any agreementdividends, contractor made any other distribution of any kind, lease on or license in respect of its share capital (or series of related agreements, contracts, leases and licenses) involving more other than $2,500 or outside dividends paid in the Ordinary Courseordinary course consistent with past practice); (iii) 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 Seller or the Business; (iv) Seller has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) 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 or acquisitions); (vi) 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 obligations; (vii) Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course; (viii) Seller has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Course; (ix) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property used or useful in the Business; (x) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other material occurrencecalamity, eventwhether or not covered by insurance, incidentor from any labour dispute or any legal or governmental proceeding, action, failure to act or transaction outside the Ordinary Course involving Seller except in any such case that is generally known by other NRTC members material to the Company and affiliatesthe Material Subsidiaries taken as a whole; and (xiv) Seller there has not committed to any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change inor any development involving a prospective material adverse change, whether or not arising from transactions in the operationsordinary course of business, assetsin or affecting the business, prospects or general affairs, management, condition (financial or otherwise) ), results of Selleroperations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Offering Prospectus, neither the Company nor any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Offering Prospectus.

Subsequent Events. Except as set forth on Schedule 3.9disclosed in the Prospectuses, since year ended January 15March 31, 19962024: (i) Seller has not sold, leased, transferred or assigned neither the Company nor any assets of the BusinessMaterial Subsidiaries has incurred, tangible assumed or intangiblesuffered any liability (absolute, except in accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Ordinary CourseCompany and the Material Subsidiaries, taken as a whole; (ii) Seller neither the Company nor any of the Material Subsidiaries has not entered into declared or paid any agreementdividends, contractor made any other distribution of any kind, lease on or license in respect of its share capital (or series of related agreements, contracts, leases and licenses) involving more other than $2,500 or outside dividends paid in the Ordinary Courseordinary course consistent with past practice); (iii) 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 Seller or the Business; (iv) Seller has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) 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 or acquisitions); (vi) 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 obligations; (vii) Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course; (viii) Seller has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Course; (ix) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property used or useful in the Business; (x) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other material occurrencecalamity, eventwhether or not covered by insurance, incidentor from any labour dispute or any legal or governmental proceeding, action, failure to act or transaction outside the Ordinary Course involving Seller except in any such case that is generally known by other NRTC members material to the Company and affiliatesthe Material Subsidiaries taken as a whole; and (xiv) Seller there has not committed to any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change inor any development involving a prospective material adverse change, whether or not arising from transactions in the operationsordinary course of business, assetsin or affecting the business, prospects or general affairs, management, condition (financial or otherwise) ), results of Selleroperations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Prospectuses, neither the Company nor any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Prospectuses.

Subsequent Events. Except as set forth on Schedule 3.9in Section 3.11 of the Company Disclosure Statement, in connection with the Corporate Conversion, or to the extent consented to in writing by Pegasus, since year ended January 15September 30, 19961997: (i) Seller neither the Company nor any of its Subsidiaries has not sold, leased, transferred or assigned any assets of the Business, tangible or intangible, Assets except in the Ordinary Course; (ii) Seller has not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $2,500 or outside the Ordinary Course; (iii) 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 Seller the Company, any of its Subsidiaries or the Business; (iviii) Seller neither the Company nor any of its Subsidiaries has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangiblematerial Assets; (viv) Seller neither the Company nor any of its Subsidiaries has not made any capital investment in, any loan to, or any acquisition Acquisition of the securities or assets of, any other Person (or series of related capital investments, loans or acquisitions)Acquisitions) other than Subsidiaries of the Company; (viv) Seller neither the Company nor any of its Subsidiaries has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligationsobligations except under the Company Credit Agreement or as contemplated by the Exchange Offer; (viivi) Seller neither the Company nor any of its Subsidiaries has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course; (viiivii) Seller neither the Company nor any of its Subsidiaries has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 150,000 or outside the Ordinary Course; (ixviii) Seller neither the Company nor any of its Subsidiaries has not 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; (xix) there has not been any other material occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course involving Seller the Company or any of its Subsidiaries except that is matters generally known by to, and that generally affect, other NRTC members and affiliates; and (xix) Seller neither the Company nor any of its Subsidiaries has not committed to any of the foregoing. Since the year ended January 15September 30, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders1997, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, have a Material Adverse Effect on the operations, assets, prospects or condition (financial or otherwise) of SellerCompany.

Subsequent Events. Except as set forth on Schedule 3.92.33 and except for the transactions contemplated by this Agreement, since year ended January 15December 31, 19962015, the Company has conducted its business only in the Ordinary Course of Business, has made expenditures (including capital expenditures) consistent with past practices, and there has not been any event, occurrence, development or circumstances, including any change in the business, financial condition, operations, results of operations, assets, customer, supplier or employee relations which, individually or in the aggregate, has had, or would reasonably be expected to have, cause or result in, a Material Adverse Effect on the Company. Without limitation of the foregoing and except as set forth on Schedule 2.33 or as contemplated by this Agreement since December 31, 2015, the Company has not taken any of the following actions: (i) Seller has not sold, leased, licensed, exchanged, mortgaged, pledged, transferred or assigned otherwise disposed of any assets of the Business, tangible or intangible, except Assets other than in the Ordinary CourseCourse of Business; {N0110076 } 32 (ii) Seller has not entered other than in connection with the transactions contemplated by this Agreement: (A) redeemed, repurchased or otherwise reacquired any of its equity securities or any securities or obligations convertible into or exchangeable for any agreementof its equity securities, contractor any Options; (B) liquidated, lease dissolved or license effected any reorganization or recapitalization; or (C) split, combined or reclassified any of its equity securities or issued or authorized or proposed the issuance of any other securities in respect of, in lieu of, or in substitution for, its equity securities; (iii) submitted any new Government Bid which, if accepted, would be expected to result in a loss to the Company, or would result in a Government Contract with a backlog value in excess of $100,000; (iv) accelerated, terminated, made material modifications outside of the Ordinary Course of Business to, or canceled any Material Contract (or series of related agreements, contracts, leases and licenses) involving more than $2,500 or outside the Ordinary CourseMaterial Contracts); (iiiv) no third party has acceleratedmade any capital expenditure, terminated, modified capital addition or canceled any material agreement, contract, lease or license capital improvement (or series of related agreementscapital expenditures, contracts, leases and licensesadditions or improvements) relating to Seller or outside the Ordinary Course of Business; (ivvi) Seller has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) 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 or loans, and acquisitions)) other than routine advances to employees for business expenses in the Ordinary Course of Business; (vivii) Seller has not issued any noteissued, bond or other debt security or created, incurred, assumed incurred or guaranteed any indebtedness obligation for borrowed money or capitalized lease obligations; (vii) Seller has , whether or not delayed evidenced by a note, bond, debenture or postponed similar instrument, or entered into any “keep well” or other agreement to maintain the payment financial condition of accounts payable and another Person or make any loans, or advances of borrowed money or capital contributions to, or equity investments in, any other Liabilities outside Person or issued or sold any debt securities, except in the Ordinary CourseCourse of Business under existing loan agreements or capitalized leases; (viii) Seller has not canceled, compromised, waived made or released authorized any right change in its Charter or claim other Governing Documents (or series of related rights and claims) involving more other than $1,000 or outside in connection with the Ordinary CourseReorganization); (ix) Seller has not granted any license proposed or sublicense approved the issuance, pledge, delivery, award, grant or sale (including the grant of any rights under encumbrances) of, any of its equity securities (including equity securities held in treasury), or any Options, or granted or otherwise issued the same; (x) declared, set aside, or paid any dividend or made any distribution with respect to its equity securities (whether in cash or in kind), except for dividends and/or distributions of cash; (xi) adopted (or entered into) any new or amended, modified or terminated any existing, in any material respect, bonus, profit sharing, incentive, retention, severance, employee benefit or other plan, Contract, loan, or commitment for the benefit of any of its directors, managers, officers and employees (or take any such action with respect to any Intellectual Property used or useful in the Businessother Benefit Plan); (xxii) there has not been any other material occurrence, event, incident, action, failure to act or transaction outside than in the Ordinary Course involving Seller except that is generally known by other NRTC members and affiliates; and (xi) Seller has not committed of Business, granted or announced any increase in compensation or benefits payable to any of the foregoing. Since the year ended January 15its directors, 1996officers, there has been no material adverse change inemployees, and consultants or independent contractors, or granted any severance or termination pay; (xiii) made or changed any Tax election, changed any annual Tax accounting period, changed any method of Tax accounting, entered into any closing agreement with respect to the best knowledge of Seller and Shareholdersany Tax, no event has occurred which is likely, individually settled any Tax claim or in the aggregate, any assessment or surrendered any right to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of Seller.claim a Tax refund;

Subsequent Events. Except as set forth on Schedule 3.9From the date of the Interim Statement until the date of this Agreement, (a) Sellers have conducted the Business in the ordinary course of business in all material respects and (b) there has not been, with respect to the Business, any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, since year ended January 15the date of the Interim Statement, 1996Sellers have not: (ia) Seller has not sold, leased, transferred transferred, pledged, encumbered or assigned any of the assets of the Business, tangible or intangible, except in Business outside the Ordinary Courseordinary course of business; (iib) Seller has not entered into any agreement, contract, lease or license material Contract (or series of related agreements, contracts, leases and licensesmaterial Contracts) involving more other than $2,500 or outside in the Ordinary Courseordinary course of business; (iiic) no third party has accelerated, terminated, modified or canceled any material agreementContract except in the ordinary course of business and, contractto Sellers’ knowledge, lease or license (or series no other party has done so as a result of related agreements, contracts, leases and licenses) relating to Seller or the Businessany default by Sellers; (ivd) Seller has not imposed accelerated, waived, wrote-off or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) 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 or acquisitions); (vi) 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 obligations; (vii) Seller has not delayed or postponed canceled the payment of any accounts payable and other Liabilities receivable outside the Ordinary Courseordinary course of business; (viiie) Seller has not canceled, compromised, waived or released any material right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Courseordinary course of business; (ixf) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property used outside the ordinary course of business; (g) experienced any material damage, destruction or useful in loss to the assets of the Business; (xh) there has not been experienced any material change in personnel or relationships with third parties, including customers and vendors, other material occurrencethan immaterial changes which occur in the ordinary course of business; (i) changed accounting or Tax reporting principles, event, incident, action, failure methods or policies; or (j) entered into any commitment to act or transaction outside the Ordinary Course involving Seller except that is generally known by other NRTC members and affiliates; and (xi) Seller has not committed to do any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of Seller.

Subsequent Events. Except as set forth on Schedule 3.92.7, since year ended January 15----------------- ------------ December 31, 1996: 1998, the Company has not (i) Seller has not soldissued any stock, leasedbond or other corporate security, transferred (ii) borrowed any amount or assigned incurred or become subject to any assets liability (absolute, accrued or contingent), except liabilities under contracts entered into in the ordinary course of business, (iii) discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability of the Businesstype required by GAAP to be reflected in the financial statements of the Company, other than current liabilities shown on Schedule 2.7 ------------ and current liabilities incurred since December 31, 1998 in the ordinary course of business, (iv) declared or made any payment or distribution to shareholders or purchased or redeemed any shares of its capital stock or other securities, (v) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable, (vi) sold, assigned or transferred any of its tangible assets except for fair value in the Ordinary Course; (ii) Seller has not entered into any agreementordinary course of business, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $2,500 or outside the Ordinary Course; (iii) no third party has accelerated, terminated, modified or canceled any material agreementdebt or claim, contractexcept for fair value in the ordinary course of business, lease or license (or series of related agreements, contracts, leases and licenses) relating to Seller or the Business; (iv) Seller has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) 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 or acquisitions); (vi) 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 obligations; (vii) Seller has not delayed sold, assigned, transferred or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course; (viii) Seller has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Course; (ix) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property used patent, trademark, trade name, service xxxx, copyright, trade secret or useful other intangible asset, except pursuant to license or other agreements entered into in the Business; ordinary course of business, (viii) suffered any loss of property or waived any right of substantial value whether or not in the ordinary course of business, (ix) made any change in officer compensation, (x) there has not been made any other material occurrencechange in the manner of business or operations of the Company, event, incident, action, failure to act or transaction outside the Ordinary Course involving Seller except that is generally known by other NRTC members and affiliates; and (xi) Seller has not committed entered into any transaction except in the ordinary course of business or as otherwise contemplated hereby, or (xii) entered into any written or oral commitment (contingent or otherwise) to do any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of Seller.

Subsequent Events. Except as set forth on Schedule 3.9in Section 3.10 of the Company Disclosure Statement, or to the extent consented to in writing by Lions Gate, since year ended January 15March 31, 19962000, except as disclosed in Company SEC Filings prior to the date hereof: (i) Seller neither the Company nor any of its subsidiaries has not sold, leased, transferred or assigned any assets of the Business, tangible or intangible, except in its material Company Assets outside of the Ordinary Course; (ii) Seller has not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $2,500 or outside the Ordinary Course; (iii) 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 Seller the Company, any of its Subsidiaries or the Company Business; (iviii) Seller neither the Company nor any of its Subsidiaries has not imposed or permitted the imposition of any Encumbrance (other than Permitted Liens) upon any assets of the Business, tangible rights of the Company or intangibleits Subsidiaries in its material Assets outside of the Ordinary Course; (viv) Seller neither the Company nor any of its Subsidiaries has not made any material capital investment in, any loan to, or any acquisition Acquisition of the securities or assets of, any other Person (or series of related capital investments, loans or acquisitions)Acquisitions) other than loans to or investments in Subsidiaries of the Company; (viv) Seller neither the Company nor any of its Subsidiaries has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations; (vii) Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary CourseCourse in excess of $100,000 (exclusive of matters being contested in good faith); (viiivi) Seller neither the Company nor any of its Subsidiaries has not canceled, compromised, waived or released any right rights or claim (or series of related rights and claims) claims outside the Ordinary Course involving more than the reasonable approximation of $1,000 or outside 100,000 in the Ordinary Courseaggregate; and (ixvii) Seller has not granted neither the Company nor any license or sublicense of any rights under or with respect its Subsidiaries have committed to any Intellectual Property used or useful in of the Business; (x) foregoing. Since March 31, 2000, there has not been any other material occurrence, event, incident, action, failure to act or transaction outside involving the Ordinary Course involving Seller except that is generally known by other NRTC members and affiliates; and (xi) Seller has not committed to Company or any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred its Subsidiaries which is reasonably likely, individually or in the aggregate, to result in any material adverse change in, have a Material Adverse Effect on the operations, assets, prospects or condition (financial or otherwise) of SellerCompany.

Subsequent Events. Except as set forth on Schedule 3.9Since December 31, since year ended January 152018, 1996: (ia) Seller has conducted the Business in the ordinary course of business; and (b) there has not been, with respect to the Business, any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or would reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2018, Seller has not: (a) sold, leased, transferred transferred, pledged, encumbered or assigned any of the assets of the Business, tangible or intangible, except in Business outside the Ordinary Courseordinary course of business; (iib) Seller has not entered into any agreement, contract, lease or license Material Contract (or series of related agreements, contracts, leases and licensesMaterial Contracts) involving more other than $2,500 or outside in the Ordinary Courseordinary course of business; (iiic) no third party has accelerated, terminated, modified or canceled any material agreement, contract, lease or license Material Contract (or series Contract that would have been a Material Contract had it not been terminated or canceled) except in the ordinary course of related agreementsbusiness and, contractsto Seller's knowledge, leases and licenses) relating to Seller or the Businessno other party has done so as a result of any default by Seller; (ivd) Seller has not imposed accelerated, waived, wrote-off or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) 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 or acquisitions); (vi) 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 obligations; (vii) Seller has not delayed or postponed canceled the payment of any accounts payable and other Liabilities receivable outside the Ordinary Courseordinary course of business; (viiie) Seller has not canceled, compromised, waived or released any material right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Courseordinary course of business; (ixf) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property used outside the ordinary course of business; (g) experienced any material damage, destruction or useful in loss to the assets of the Business; (xh) there has not been experienced any material adverse change in personnel or relationships with third parties, including customers and vendors, other than immaterial changes which occur in the ordinary course of business; (i) changed in any material occurrencerespect accounting or Tax reporting principles, event, incident, action, failure methods or policies; or (j) entered into any commitment to act or transaction outside the Ordinary Course involving Seller except that is generally known by other NRTC members and affiliates; and (xi) Seller has not committed to do any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of Seller.

Subsequent Events. Except as set forth on in Schedule 3.93.15, since year ended January 15May 31, 19962004 the Company has not: (i) Seller has issued any stock, bond or other corporate security; (ii) borrowed any amount or incurred or become subject to any liability (absolute, accrued, contingent, known or unknown), except current liabilities incurred and liabilities under contracts entered into in the ordinary course of business and consistent with past practices which do not sold, leased, transferred have an adverse effect upon the Company or assigned any assets finances of the BusinessCompany; (iii) discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on the Financial Statements and liabilities incurred since May 31, 2004 in the ordinary course of business and consistent with past practices; (iv) declared or made any payment or distribution to shareholders of the Company or purchased or redeemed any share of its capital stock or other security; (v) mortgaged, pledged or subjected to lien any asset, tangible or intangible, except in the Ordinary Course; (ii) Seller has other than liens which arise by operation of law or liens of current real property taxes not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases yet due and licenses) involving more than $2,500 or outside the Ordinary Course; (iii) 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 Seller or the Business; (iv) Seller has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) 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 or acquisitions)payable; (vi) Seller has not issued sold, assigned or transferred any notetangible asset or cancelled any debt or claim, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligationsexcept in the ordinary course of business and consistent with past practices; (vii) Seller has not delayed sold, assigned, transferred or postponed the payment of accounts payable and granted any exclusive license with respect to any patent, trademark, trade name, service xxxx, copyright, trade secret or other Liabilities outside the Ordinary Courseintangible asset; (viii) Seller has not canceledsuffered any loss of property or waived any right, compromised, waived or released any right or claim (or series except in the ordinary course of related rights business and claims) involving more than $1,000 or outside the Ordinary Courseconsistent with past practices; (ix) Seller has not granted made any license or sublicense of any rights under or with respect to any Intellectual Property used or useful change in the Businessofficer compensation; (x) there has not been made any other material occurrence, event, incident, action, failure to act or transaction outside change in employee compensation except in the Ordinary Course involving Seller except that is generally known by other NRTC members ordinary course of business and affiliatesconsistent with past practice; and (xi) Seller has not committed made any change in the manner of business or operations, including any change in accounting principles or practices; (xii) entered into any transaction except in the ordinary course of business or as otherwise contemplated hereby; or (xiii) entered into any commitment (contingent or otherwise) to do any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and except to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually extent expressly authorized or in the aggregate, to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of Sellerrequired by this Agreement.

Subsequent Events. Except as set forth on Schedule 3.9From the date of the Interim Statement until the date of this Agreement, since year ended January 15, 1996: (ia) Seller has conducted the Business in the ordinary course of business and (b) there has not been, with respect to the Business, any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the Interim Statement, Seller has not (a) sold, leased, transferred transferred, pledged, encumbered or assigned any of the assets of the Business, tangible or intangible, except in Business outside the Ordinary Courseordinary course of business; (iib) Seller has not entered into any agreement, contract, lease or license material Contract (or series of related agreements, contracts, leases and licensesmaterial Contracts) involving more other than $2,500 or outside in the Ordinary Courseordinary course of business; (iiic) no third party has accelerated, terminated, modified or canceled any material agreementContract except in the ordinary course of business and, contractto Seller's Knowledge, lease or license (or series no other party has done so as a result of related agreements, contracts, leases and licenses) relating to Seller or the Businessany default by Seller; (ivd) Seller has not imposed accelerated, waived, wrote-off or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) 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 or acquisitions); (vi) 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 obligations; (vii) Seller has not delayed or postponed canceled the payment of any accounts payable and other Liabilities receivable outside the Ordinary Courseordinary course of business; (viiie) Seller has not canceled, compromised, waived or released any material right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Courseordinary course of business; (ixf) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property used outside the ordinary course of business; (g) experienced any material damage, destruction or useful in loss to the assets of the Business; (xh) there has not been experienced any material change in personnel or relationships with third parties, including customers and vendors, other material occurrencethan immaterial changes which occur in the ordinary course of business; (i) changed accounting or Tax reporting principles, event, incident, action, failure methods or policies; or (j) entered into any commitment to act or transaction outside the Ordinary Course involving Seller except that is generally known by other NRTC members and affiliates; and (xi) Seller has not committed to do any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of Seller.

Subsequent Events. Except as set forth on Schedule 3.93.10, since year ended January 15September 30, 19961997: (i) Seller the Company has not sold, leased, transferred or assigned any assets of the Business, tangible or intangible, except in the Ordinary Course; (ii) Seller the Company has not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $2,500 1,000 or outside the Ordinary Course; (iii) 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 Seller the Company or the Business; (iv) Seller the Company has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) Seller 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 or acquisitions); (vi) Seller 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 obligations; (vii) Seller the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course; (viii) Seller the Company has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Course; (ix) Seller the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property used or useful in the Business; (x) there has not been any other material occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course involving Seller the Company except that is generally known by other NRTC 495543.1 13 members and affiliates; and (xi) Seller the Company has not committed to any of the foregoing. Since the year ended January 15September 30, 19961997, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of Sellerthe Company.