2.6Absence of Certain Changes or Events. Except as contemplated by this Agreement, since the Balance Sheet Date, # the business of each Acquired Company has been conducted in all material respects in the ordinary course of business and # there has not occurred any Material Adverse Effect. The Business is the only business operation carried on by the Acquired Companies, and the assets, rights and properties of the Acquired Companies are being and have been for the last three (3) years operated and maintained in accordance with Good Utility Practice.

Absence of Changes. Since the date of the Balance Sheet, # there have been no events, changes or conditions which, individually or in the aggregate, have had or would reasonably be expected to have a material adverse effect on Seller, the Seller Business or any of the Acquired Assets or the Assumed Liabilities; # Seller has in all material respects conducted the Seller Business in the Ordinary Course of Business; and # neither the Acquired Assets nor the Seller Business have incurred any material liabilities except in the Ordinary Course of Business.