Common use of Absence of Specified Changes Clause in Contracts

Absence of Specified Changes. Except as set forth on SCHEDULE 6.3 hereof, since the Stub Period Date, there has not been any: (a) Transactions by Seller relating to the Business except in the ordinary course of Business; (b) Capital expenditure or purchase commitments by Seller exceeding Five Thousand Dollars ($5,000); (c) Material adverse change in the financial condition, liabilities, Assets, MDP Business or prospects relating to the Business; (d) Destruction, damage to, or loss of any MDP Assets of Seller (whether or not covered by insurance) that materially adversely affects the financial condition, MDP Business or prospects relating to the Business; (e) Labor trouble or other event or condition of any character materially adversely affecting the financial condition, MDP Business, Assets or prospects relating to the Business; (f) Increase in the salary or other compensation payable or to become payable by Seller to any of its officers, directors, employees or consultants, or the declaration, payment or commitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such person; (g) Sale or transfer of any MDP Asset of Seller, except in the ordinary course of business; (h) Execution, creation, amendment or termination of any contract, agreement or license relating to the Business, except in the ordinary course of business; (i) Loan by Seller to any person or entity, or guaranty or indemnification by Seller of any loan, including any draws on any lines of credit; (j) Waiver or release of any right or claim of Seller relating to the MDP Assets, except in the ordinary course of business; (k) Mortgage, pledge or other encumbrance of any MDP Asset of Seller; (l) Other event or condition of any character that has or might reasonably have a material adverse effect on the financial condition, MDP Business, Assets or prospects of Seller relating to the Business; (m) Net loss of any MDP customer or third party payer of Seller, after counting increased revenues from new customers and third party payers, resulting in a material adverse change in revenues over five percent (5%) since the Stub Period from the same period in the year 2000. (n) Distributions to Shareholder or any third parties not contemplated by or inconsistent with this Agreement (o) Agreement by Seller to do any of the things described in the preceding clauses (a) through (n).

Absence of Specified Changes. Except as set forth on SCHEDULE 6.3 hereof4.4 hereof or in connection with the transactions contemplated by this Agreement, since the Stub Period DateSeptember 30, 1997, there has not been any: (a) Transactions Contract, commitment or transaction by Seller relating to the Business except in the ordinary course of Businessbusiness; (b) Capital expenditure or purchase commitments by Seller exceeding Five Thousand Dollars ($5,000)20,000 for any single item, or $20,000 in the aggregate, or entry by Seller into any leases of capital equipment or real or personal property under which the annual lease charge is in excess of $20,000; (c) Material adverse change in the financial condition, liabilities, Assets, MDP or Business of Seller except as may arise under generally prevailing economic conditions or prospects relating to the BusinessSeller's industry or health care industry conditions; (d) Destruction, damage to, or loss of any MDP Assets of Seller (whether or not covered by insurance) that materially adversely affects the financial condition, MDP Business or prospects relating to the Businesswould have a Material Adverse Effect ; (e) Labor trouble or other event or condition relating to employees of any character materially adversely affecting the financial condition, MDP Business, Assets or prospects relating to the Businessthat would have a Material Adverse Effect; (f) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller; (g) Increase in the salary or other compensation payable or to become payable by Seller to any of its officers, directors, employees or consultants, consultants who have provided and continue to provide substantial services to Seller or the declaration, payment or commitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such person; (gh) Sale or transfer of any MDP Asset of Seller, Seller except in the ordinary course of business; (hi) Execution, creation, amendment or termination of any contract, agreement or license relating to the Business, which Seller is a party except in the ordinary course of businessas to Provider Contracts; (ij) Loan by Seller to any person or entity, or guaranty or indemnification by Seller of any loan, including any draws on any lines of credit; (jk) Waiver Knowing or intentional waiver or release of any right or claim of Seller relating to the MDP Assets, except in the ordinary course of businessSeller; (kl) Mortgage, pledge or other encumbrance of any MDP Asset of Seller; (l) Other event or condition of any character that has or might reasonably have a material adverse effect on the financial condition, MDP Business, Assets or prospects of Seller relating to the Business; (m) Net loss of Distributions or dividends to any MDP customer shareholders or third party payer parties other than intercompany transfers in the ordinary course of business and sweep of all cash out of Seller, after counting increased revenues from new customers and third party payers, resulting in a material adverse change in revenues over five percent (5%) since 's bank/cash accounts at or before the Stub Period from the same period in the year 2000.Closing; or (n) Distributions to Shareholder or any third parties not contemplated by or inconsistent with this Agreement (o) Agreement by Seller to do any of the things described in the preceding clauses (a) through (nm).

Absence of Specified Changes. Except as set forth on SCHEDULE 6.3 hereof, since the Stub Period Date, there has not been any: (a) Transactions Transaction by Seller relating to the Business its EDI business except in the ordinary course of BusinessEDI business; (b) Capital expenditure or purchase commitments by Seller exceeding Five Thousand Dollars ($5,000)[INTENTIONALLY OMITTED]; (c) Material adverse change in the financial condition, liabilities, Assets, MDP Business EDI business or prospects relating to the BusinessEDI business of Seller; (d) Destruction, damage to, or loss of any MDP EDI Assets of Seller (whether or not covered by insurance) that materially adversely affects the financial condition, MDP Business EDI business or prospects relating to the BusinessEDI business of Seller; (e) Labor trouble or other event or condition of any character materially adversely affecting the financial condition, MDP BusinessEDI business, Assets or prospects relating to the BusinessEDI business of Seller; (f) Increase in the salary or other compensation payable or to become payable by Seller to any of its officers, directors, employees or consultants, or the declaration, payment or commitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such person[INTENTIONALLY OMITTED]; (g) [INTENTIONALLY OMITTED]; (h) [INTENTIONALLY OMITTED]; (i) Sale or transfer of any MDP EDI Asset of Seller, except in the ordinary course of EDI business; (hj) Execution, creation, amendment or termination of any contract, agreement or license relating to the BusinessSeller's EDI, except in the ordinary course of EDI business; (ik) Loan by Seller to any person or entity, or guaranty or indemnification by Seller of any loan, including any draws on any lines of credit[INTENTIONALLY OMITTED]; (jl) Waiver or release of any right or claim of Seller relating to the MDP EDI Assets, except in the ordinary course of EDI business; (km) Mortgage, pledge or other encumbrance of any MDP EDI Asset of Seller; (ln) Other event or condition of any character that has or might reasonably have a material adverse effect on the financial condition, MDP BusinessEDI business, Assets or prospects of Seller relating to the Businessits EDI business; (mo) Net loss Loss of any MDP customer EDI customers or third party payer payers of Seller, after counting increased revenues from new customers and third party payers, Seller resulting in a material adverse change in revenues over five percent (5%) since the Stub Period from the same period in the year 2000or number of transactions. (np) Distributions to Shareholder or any third parties not contemplated by or inconsistent with this Agreement[INTENTIONALLY OMITTED]; or (oq) Agreement by Seller to do any of the things described in the preceding clauses (a) through (np).

Absence of Specified Changes. Except as set forth on SCHEDULE 6.3 hereofSection 2.4 of the Disclosure Letter, to Seller's Knowledge since the Stub Period DateSeptember 30, 2001, there has not been any: (a) Transactions Material breach or violation of, or default under any of the Contracts, which breach would have a Material Adverse Effect on the Acquired Factories or the Assets; (b) Transaction by the Seller relating to related the Business Acquired Factories except in the ordinary course of Business; (b) Capital expenditure business as conducted at the Acquired Factories or purchase commitments by Seller exceeding Five Thousand Dollars ($5,000)except as would not reasonably be expected to have a Material Adverse Effect; (c) Material adverse Change in accounting methods or practices (including, without limitation, any change in revenue recognition, research and development capitalization, depreciation or amortization policies or rates) of the financial condition, liabilities, Assets, MDP Business or prospects relating to the BusinessAcquired Factories; (d) Destruction, damage to, or loss of any MDP Assets of Seller (whether or not covered by insurance) that materially adversely affects the financial condition, MDP Business or prospects relating to the Business; (e) Labor trouble or other event or condition of any character materially adversely affecting the financial condition, MDP Business, Assets or prospects relating to the Business; (f) Increase in the salary or other compensation payable or to become payable by the Seller to any of its officers, directors, employees Xxxxxx Employees or consultantsthe Torrington Employees, or the declaration, payment payment, or commitment or obligation of any kind for the payment by the Seller as relates to the Xxxxxx Employees and the Torrington Employees, of a bonus or other additional salary or compensation to any such person; (g) Sale or transfer of any MDP Asset of Seller, person except in the ordinary course of business; (he) Execution, creation, amendment Sale or termination transfer of any contract, agreement or license relating to the BusinessAsset, except in the ordinary course of businessbusiness or as would not reasonably be expected to have a Material Adverse Effect; (f) Amendment or termination of any contract, agreement, or license that relates to the Assets and/or the Acquired Factories, except in the ordinary course of business or except as would not reasonably be expected to have a Material Adverse Effect; (g) Commencement or notice or threat of commencement of any governmental proceeding against or investigation of the Seller that is related to or impacts the Assets and/or the Acquired Factories, or its affairs; (h) Unlawful labor practice or action related to the Acquired Factories except as would not reasonably be expected to have a Material Adverse Effect; (i) Loan by Seller to any person or entity, or guaranty or indemnification by Seller of any loan, including any draws on any lines of credit; (j) Waiver or release of any right or claim of Seller relating to the MDP AssetsAcquired Factories, except in the ordinary course of business;business or except as would not reasonably be expected to have a Material Adverse Effect; or (k) Mortgage, pledge or other encumbrance of any MDP Asset of Seller; (l) Other event or condition of any character that has or might reasonably have a material adverse effect on the financial condition, MDP Business, Assets or prospects of Seller relating to the Business; (m) Net loss of any MDP customer or third party payer of Seller, after counting increased revenues from new customers and third party payers, resulting in a material adverse change in revenues over five percent (5%) since the Stub Period from the same period in the year 2000. (n) Distributions to Shareholder or any third parties not contemplated by or inconsistent with this Agreement (oj) Agreement by the Seller as it relates to the Assets or the Acquired Factories to do any of the things described in the preceding clauses (a) through (ni).

Absence of Specified Changes. Except as set forth on SCHEDULE 6.3 hereofin Schedule 3.8, as specifically disclosed in the Financial Statements and as otherwise expressly contemplated by this Agreement, since the Stub Period DateDecember 31, 1999, there has not been any: (a) Transactions by Seller relating to the Business except in the ordinary course of Business; (b) Capital expenditure or purchase commitments by Seller exceeding Five Thousand Dollars ($5,000); (c) Material adverse Materially Adverse change in the financial condition, liabilities, Assetsassets, MDP Business or prospects relating to of the BusinessMedicomp Companies; (d) Destruction, damage to, or loss of any MDP Assets of Seller (whether or not covered by insurance) that materially adversely affects the financial condition, MDP Business or prospects relating to the Business; (eb) Labor trouble or other event or condition in respect of the officers or employees of the Medicomp Companies that is Materially Adverse to the Medicomp Companies; (c) Entering into or assumption of any character materially adversely affecting material Contract or obligation by the financial conditionMedicomp Companies, MDP Businessother than in the Ordinary Course of Business or as contemplated hereby; (d) Change in accounting methods or practices (including, Assets without limitation, any change in depreciation or prospects relating to amortization policies or rates) by the BusinessMedicomp Companies; (e) Revaluation by the Medicomp Companies of any of their assets for book or tax purposes, other than for adjustments made as part of or arising out of the preparation of the Financial Statements; (f) Increase Except as disclosed on Schedule 3.20(a)(i), material increase in the salary or other compensation payable or to become payable by Seller the Medicomp Companies to any of its their officers, directors, employees employees, consultants, or consultantscontractors, or the declaration, payment or commitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such personindividual, except as dictated by applicable law; (g) Sale Sale, lease or other disposition or transfer of any MDP Asset Property of Seller, except the Medicomp Companies other than in the ordinary course Ordinary Course of businessBusiness; (h) Execution, creation, amendment Amendment or termination of any contract, agreement Contract or license relating to which either the Medicomp Companies are a party or by which the Medicomp Companies or any of the Property of the Medicomp Companies are or may be bound, the effect of which is Materially Adverse to the Business, except in the ordinary course of businessMedicomp Companies; (i) Loan Guarantee by Seller to any person or entity, or guaranty or indemnification by Seller the Medicomp Companies of any loan, including obligation of any draws on any lines of creditPerson; (j) Material increase in the level of the Medicomp Companies Indebtedness or any new borrowings or loans by the Medicomp Companies; (k) Waiver or release of any right or claim of Seller relating the Medicomp Companies, the effect of which is Materially Adverse to the MDP Assets, except in the ordinary course of business; (k) Mortgage, pledge or other encumbrance of any MDP Asset of SellerMedicomp Companies; (l) Other event Any dividends, distributions or condition of other payments by the Medicomp Companies to any character that has Medicomp Stockholder in any form, or might reasonably have a material adverse effect on the financial conditionany loans, MDP Businessadvances or capital contributions to, Assets or prospects of Seller relating to the Businessinvestments in, any other Person; (m) Net loss Imposition of any MDP customer or third party payer Lien (other than a Permitted Lien) on any Property of Seller, after counting increased revenues from new customers and third party payers, resulting in a material adverse change in revenues over five percent (5%) since the Stub Period from the same period in the year 2000.Medicomp Companies; (n) Distributions Any failure to Shareholder pay the trade payables and other obligations of the Medicomp Companies in excess of $5,000 individually within 60 days of the date of receipt of invoices therefor or pursuant to their agreed payment terms, which are currently unpaid, or any third parties not contemplated material change in the practices or procedures of the Medicomp Companies with respect to the payment of trade payables or other obligations of the Medicomp Companies or the collection of accounts receivable and revenues (whether by way of acceleration of collections or inconsistent with this Agreementotherwise); (o) Agreement by Seller to do Payment, discharge or satisfaction of any of the things described claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), in accounts which in the preceding clauses aggregate exceed the sum of $25,000, other than the payment, discharge or satisfaction in the Ordinary Course of Business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the Financial Statements (aor the notes thereto); (p) through Exclusive license or other license or arrangement granted to any Person with respect to the Medicomp Proprietary Rights; or (n)q) Loss or threatened loss of employees, consultants, vendors, suppliers, or customers that is or would be Materially Adverse to the Medicomp Companies.