NO LIABILITIES OF THE BUSINESS
REQUIRED UNDER GAAP TO BE REFLECTED IN THE SELLERS' FINANCIAL STATEMENTS THAT
ARE NOT SO REFLECTED.
SECTION 2.7
ABSENCE OF CHANGES.
(A)
EXCEPT AS SET FORTH IN SECTION 2.7 OF THE
DISCLOSURE SCHEDULE, SINCE OCTOBER 31, 2009:
(I)
THERE HAS NOT BEEN ANY MATERIAL ADVERSE
EFFECT, AND NO EVENT HAS OCCURRED THAT WILL, OR WOULD REASONABLY BE EXPECTED TO,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT;
(II)
THERE HAS NOT BEEN ANY MATERIAL LOSS,
DAMAGE OR DESTRUCTION TO, OR ANY MATERIAL INTERRUPTION IN THE USE OF, ANY OF THE
PURCHASED ASSETS;
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(III)
THERE HAS BEEN NO AMENDMENT TO EITHER SELLERS'
ARTICLES OF INCORPORATION OR BYLAWS, AND THE SELLERS HAVE NOT EFFECTED OR BEEN A
PARTY TO ANY BUSINESS COMBINATION, RECAPITALIZATION, RECLASSIFICATION OF SHARES,
STOCK SPLIT, REVERSE STOCK SPLIT OR SIMILAR TRANSACTION;
(IV)
THE SELLERS HAVE NOT FORMED ANY SUBSIDIARY OR
ACQUIRED ANY EQUITY INTEREST OR OTHER INTEREST IN ANY OTHER ENTITY;
(V)
THE SELLERS HAVE NOT MADE ANY CAPITAL
EXPENDITURE WHICH, WHEN ADDED TO ALL OTHER CAPITAL EXPENDITURES MADE ON BEHALF
OF THE SELLERS SINCE OCTOBER 31, 2008, EXCEEDS $100,000 IN THE AGGREGATE;
(VI)
NEITHER SELLER HAS (I) ENTERED INTO OR
PERMITTED ANY OF THEIR RESPECTIVE PURCHASED ASSETS TO BECOME BOUND BY ANY
MATERIAL CONTRACT OR (II) AMENDED OR PREMATURELY TERMINATED, OR WAIVED ANY
MATERIAL RIGHT OR REMEDY UNDER, ANY MATERIAL CONTRACT;
(VII)
EXCEPT FOR ACTIONS TAKEN IN THE ORDINARY COURSE
OF BUSINESS CONSISTENT WITH PAST PRACTICE, NEITHER SELLER HAS (I) ACQUIRED,
LEASED OR LICENSED ANY RIGHT OR OTHER ASSET FROM ANY OTHER PERSON, (II) LEASED
OR LICENSED, ANY RIGHT OR OTHER ASSET TO ANY OTHER PERSON, OR (III) WAIVED OR
RELINQUISHED ANY RIGHT, EXCEPT FOR AN IMMATERIAL RIGHT OR OTHER IMMATERIAL
ASSET, THAT IS A PURCHASED ASSET;
(VIII)
THE SELLERS HAVE NOT CHANGED ANY OF THEIR METHODS
OF ACCOUNTING OR ACCOUNTING PRACTICES IN ANY MATERIAL RESPECT;
(IX)
NEITHER SELLER HAS MADE ANY MATERIAL TAX
ELECTION;
(X)
NEITHER SELLER HAS COMMENCED OR SETTLED ANY
LEGAL PROCEEDING, OR RECEIVED ANY WRITTEN NOTICE THAT ANY PERSON WAS COMMENCING
OR THREATENING TO COMMENCE A LEGAL PROCEEDING INVOLVING THE SELLERS;
(XI)
EXCEPT FOR ACTIONS TAKEN IN CONNECTION WITH
THE NEGOTIATION, EXECUTION OR DELIVERY OF THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS, NEITHER SELLER HAS ENTERED INTO ANY MATERIAL TRANSACTION OR TAKEN
ANY OTHER MATERIAL ACTION OUTSIDE THE ORDINARY COURSE OF BUSINESS OR
INCONSISTENT WITH PAST PRACTICES; AND
(XII)
NEITHER SELLER HAS AGREED OR COMMITTED TO TAKE
ANY OF THE ACTIONS REFERRED TO IN CLAUSES "(III)" THROUGH "(XI)" ABOVE.
(B)
AS OF THE DATE HEREOF, NEITHER SELLER IS IN
DEFAULT UNDER, OR IN BREACH OF, ANY OF THE MATERIAL TERMS OF ANY LOAN CAPITAL,
BORROWING, DEBENTURE OR FINANCIAL FACILITY OF THE SELLERS.
(C)
AS OF THE DATE HEREOF, NEITHER SELLER IS,
NOR HAVE THE SELLERS AGREED TO BECOME, BOUND BY ANY GUARANTEE, SURETY OR SIMILAR
COMMITMENT WHICH HAS NOT BEEN REFLECTED IN THE SELLERS' FINANCIAL STATEMENTS.
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(D)
NEITHER SELLER HAS RECEIVED ANY GRANTS,
ALLOWANCES,