Except as set forth on Section 3.16 of the Seller Disclosure Schedule, from September 30, 2015 until the date hereof, (a) except for matters relating to the process for the sale of the Company, the businesses of the Company and each Company Subsidiary have been conducted in the ordinary course in a manner substantially consistent with past practice, (b) there has not been a Business Material Adverse Effect, and (c) except for matters relating to the process for the sale of the Company, none of the Sellers nor any of their respective affiliates (including the Company and the Company Subsidiaries) has taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in Section 5.01(a), other than any actions that are expressly contemplated by this Agreement or any Ancillary Agreement.