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<br />therein, m d e fight of the citcumstmcea under which they were made, not mideediog (i) in the case of the
<br />Company Proxy Statement, in supplemented or amended, if applicable, a the time inch Company Proxy
<br />Statement or my amendment a supplement therein is rust mailed to shareholders of the Company am at the
<br />time such shareholders vote on adoption of this Agreement and a the Effective Tune, and (ii) in the me of
<br />MY Company Disclosure Document other than the Company Proxy Statement a the tune of the filing of such
<br />Company Disclosure Documeat m my supplement or amendment thereto and a the time of my distribution a
<br />dissemination thereof.
<br />SECflON 6.09. Absence of Certain Changes. Since the Patent Balance Shea Dare, except as disclosed in
<br />the Parent SEC Documents, the business of the Parent and its Subsidiaries has been conducted in the ordinary
<br />course consistent with past practice and there has na been:
<br />(a) my evert, occutrunce, development in state of circumstances or facts that has had m would
<br />reasonably be likely m have, individually or in the aggregate, a Material Adverse Effect on Parent, except
<br />for events, occutrcncea, or developments (i) relating m, arising from a caused by (a) the economy err
<br />securities markets in general, or (y) the transportation rodtrany in Plural or (ii) arising from or caused by
<br />the announcement or pendency of this Agreement or the transactions amemplated hereby:
<br />(b) my declaration. setting aside or payment of my dividend or other distribution with respect to my
<br />shares of capital stock of Parent or my repurchase, redemption or other acquisition by Piano or my
<br />Subsidiary of Patent Of any amount Of outstanding shares of Capital stock or other securities of, or other
<br />ownership interests im. Patent or any of its Subsidiaries:
<br />(c) my amendment Of my material term of my outstanding security of Parent: m
<br />(d) my damage, destracuon or other casualty loan (whether or err covered by insurance) if uctiog the
<br />business or assets of Parent or my of its Subsidiaries that has had or would reasonably be likely to have,
<br />individually or in the aggregate, a Material Adverse Effect on Paten.
<br />SECTION 6.10. No Undisclosed Material liabilities. Isere ere no fiabilitici, commitmmu or obligations
<br />of the Parent or my of its Subsidiaries of my kind whatsoever whether seemed, contingent, absolute,
<br />determined, determinable or Otherwise. and there is on existing condition, Missouri or am of content the
<br />would reasonably be HWY to result in such a liability commitmeat or obligation, other than:
<br />(a) liabilities, commitments or obligations disclosed or provided for m the Paint Balance Shat or in
<br />the Parent SEC Document:
<br />(b) liabilities, communion or obligations incurred its the ordinary course of buumess consumer with
<br />past practice since the Parent Balance Sheet Due;
<br />(c) liabilities. commitments or obligations under this Agreement: and
<br />(d) habiluua, commitments or obligations that individually in in the aggregate have ant bad and are
<br />M reasonably likely to have a Material Adverse Effect
<br />SECRON 6.11. Coarphowe with taws and Court Orders. Paint and each of its Subsidiaries is and since
<br />Jaunty 1. 1996 has been in compliance with, and to the knowledge of Parrot is not under investigation with
<br />respect to and ban not been threatened to be charged with a given notice of army violation of, any applicable
<br />law, statute, ordinance, rule, regulation, judgment injunction order or denier, except fa faBurea to comply in
<br />viOMM that have oat had and would not reasonably be likely in have, individually or in the aggralpaa, a
<br />Material Adverse Effect on Parent
<br />SECnoN 6.12 Litigation Except as as forth in the Patent SEC Der ts filed pia to the dam hereof,
<br />there is w action, sprit investigation or proceeding (a my basis therefor) pending against or, to the knowledge
<br />of the Patent threatened against in affecting, the Paint my of its Subsidiaries or my of their respective
<br />properties before my court or arbitrator or before or by my governmental body, agency or o®eW, domestic,
<br />foreign or sup uradooal, thin world reasonably be likely to have, individually in in the aggregate, a Material
<br />Adverse Effect on the Paaat
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