Absence of Certain Changes or Events. Except as disclosed in the UBI S.E.C. Documents, since the date of the most recent financial statements included in the UBI S.E.C. Documents, UBI has conducted its business only in the ordinary course consistent with past practice in light of its current business circumstances, and there is not and has not been: # any material adverse change with respect to UBI; # any condition, event or occurrence which, individually or in the aggregate, could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to UBI; # any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.01 without the prior consent of NOVA ; or # any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of UBI to consummate the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. Since the date of the ​ Financial Statements, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of ​ has been conducted in the Ordinary Course of Business consistent with past practice and there has not been or occurred:

any change in the assets, liabilities, financial condition or operating results of [[Organization A:Organization]], except changes in the ordinary course of business that have not caused, in the aggregate, a Company Material Adverse Effect;

Absence of Certain Changes. Since September 30, 2020, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

Section # Changes in Company Common Stock; Disposition of Assets and Corporate Events.

Subject to the above provisions, each of the Board and the Committee shall have all necessary authority to amend the Plan to take into account changes in applicable securities and tax laws and accounting rules, as well as other developments.

Section # No Undisclosed Liabilities. Except # as reflected or expressly reserved against in Xerox’s financial statements, or the notes thereto, included in the Xerox SEC Documents filed with the SEC and publicly available prior to the date of this Agreement, # for Liabilities incurred in the ordinary course of business consistent with past practice since the date of such financial statements and # for Liabilities arising out of or in connection with this Agreement, none of Xerox or its Subsidiaries has any Liabilities that would be required to be reflected or reserved against in a consolidated balance sheet of Xerox and its consolidated subsidiaries prepared in accordance with GAAP, as in effect on the date hereof, other than those which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Xerox to consummate the Exchanges or has had or would reasonably be expected to have, a material adverse effect on the business, assets, properties, results of operation or financial condition of Xerox and its Subsidiaries, taken as a whole.

Condominiums/Planned Unit Developments. If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project is # acceptable to Fannie Mae or Freddie Mac or # located in a condominium or planned unit development project which has received project approval from Fannie Mae or Freddie Mac. The representations and warranties required by Fannie Mae with respect to such condominium or planned unit development have been satisfied and remain true and correct.

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. Since the date of the Latest Balance Sheet, the Target Entities have conducted their business in the Ordinary Course of Business and there has been no Material Adverse Effect except that the applicable Target Entities are insolvent and/or have filed the Chapter 11 Cases.