Absence of Certain Developments. From the Most Recent Balance Sheet Date to the date hereof, # there has not been a Company Material Adverse Effect, # the business of the Company and its Subsidiaries has been conducted in the ordinary course of business (aside from steps taken in contemplation of the Merger), and # neither the Company nor its Subsidiaries has taken any action that would have required the prior written consent of BRPA under [Section 4.1] if such action had been taken during the Interim Period.

Absence of Certain Developments. FromExcept as contemplated by this Agreement, since the Most Recent Balance Sheet Datedate of the most recent BRPA Financial Statement to the date hereof, #of this Agreement, there has not been a CompanyBRPA Material Adverse Effect, # the business of the Company and its SubsidiariesBRPA has been conducted in the ordinary course of business (aside from steps taken in contemplation of the Merger),business, and # neither the Company nor its SubsidiariesBRPA has not taken any action that would have required the prior written consent of BRPAthe Company under [Section 4.1]2] if such action had been taken during the Interim Period.

Absence of Certain Developments. FromExcept as set forth in [Section 4.7] of the Most RecentCompany Disclosure Schedule, between the Balance Sheet Date toand the date hereof, # there has not been a Company Material Adverse Effect,Execution Date # the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary courseOrdinary Course of business (aside from steps takenBusiness, # there has not been any event, change, occurrence or circumstance that would have, individually or in contemplation of the Merger),aggregate, a Company Material Adverse Effect and # neither the Company nor any of its Subsidiaries has taken any action thatthat, if taken subsequent to the signing of this Agreement and on or prior to the Closing Date, would have requiredconstitute a breach of any of the prior written consent of BRPA undercovenants set forth in [Section 4.6.1] if such action had been taken during the Interim Period..