No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during the period from the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreement, none of the Companies has, or will have (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (b) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course of Business, (c) permitted any of their respective assets to be subjected to any Encumbrances, (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (e) sold, transferred or otherwise disposed of any assets except in the Ordinary Course of Business, (f) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business, (g) made any distribution on any shares of their respective capital stock, or redeemed, purchased or otherwise acquired any shares of their respective capital stock or granted any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (i) made any bonus or profit sharing distribution or payment of any kind except in the Ordinary Course of Business, 0) increased their indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Person, (k) written down the value of any inventory or written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is material to any of the Companies, (l) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course of Business, (m) canceled or waived any claims or rights of substantial value, (n) made any change in any method of accounting or auditing practice, (o) otherwise conducted its business or entered...
No Changes Prior to Closing Date. Except as set forth in the Disclosure Schedule during the period from December 31, 1995 through the date hereof, MRS has not (i) incurred any liability or obligation of any nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due), except in the Ordinary Course of Business, (ii) written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is material to MRS, (iii) conducted its business in such a manner so as to materially increase its accounts payable or so as to materially decrease its accounts receivable, (iv) granted any increase in the rate of wages, salaries, bonuses, or other remunerations of any employee, except in the Ordinary Course of Business, (v) canceled or waived any claims or rights of substantial value, (vi) made any change in any method of accounting, (vii) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the Ordinary Course of Business, (viii) agreed, whether or not in writing, to do any of the foregoing, or (ix) disposed of its assets other than in the Ordinary Course of Business.
No Changes Prior to Closing Date. Up to the Closing Date, the Seller will operate its Business in its normal and customary course. The Seller will not make any changes or disruptions to the Business which are not in line with the normal course of the operations of the Business.
No Changes Prior to Closing Date. During the period from the date of this Agreement to and including the Closing Date, other than as expressly set forth on one or more of the Schedules hereto, WSN will not have:
i. Incurred any liability or other obligations of any nature (whether accrued, absolute, contingent or otherwise) which affects or may affect its assets or business, except in the ordinary course of business;
ii. Permitted any of its assets to be subject to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind;
No Changes Prior to Closing Date. To the best knowledge of Stockholder, during the period from December 31, 1996, through the date hereof, Corporation has not, and from the date hereof, Corporation shall not have (i) incurred any liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise), except in the ordinary course of business, or except with the prior written consent of Omega, such consent not to be unreasonably withheld, (ii) written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material to the Corporation, (iii) conducted its business in such a manner so as to materially increase its accounts payable or so as to materially decrease its accounts receivable, (iv) granted any increase in the rate of wages, salaries, bonuses, or other remunerations of any employee, except in the ordinary course of business, (v) cancelled or waived any claims or rights of substantial value, (vi) made any change in any method of accounting, (vii) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of business, (viii) agreed, whether or not in writing, to do any of the foregoing, nor (ix) disposed of its assets other than in the ordinary course of business, except for the disposition of any Excluded Assets listed on SCHEDULE 5.8.
No Changes Prior to Closing Date. During the period from the date of the Financial Statements to the Closing Date, except in the ordinary course of business or as otherwise pursuant to this Agreement and all of cash currently held under BVI Holdco’s bank account, which will be transferred out of BVI Holdco before the Closing Date, BVI Holdco has and will not have (i) incurred any liability or obligations of any nature (whether accrued, absolute, contingent or otherwise), (ii) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, (iii) sold, transferred or otherwise disposed of any assets, (iv) made any capital expenditure or commitment therefor, (v) declared or paid any dividend or made any distribution on any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares, (vi) made any bonus or profit sharing distribution or payment of any kind, (vii) increased its indebtedness for borrowed money or made any loan to any person, (viii) canceled or waived any claims or rights of substantial value, (ix) entered into, amended or terminated any material contract or undertaking or (x) agreed, whether or not in writing, to do any of the foregoing or to enter into any other material transaction.
No Changes Prior to Closing Date. During the period from the Balance Sheet Date to and including the date of this Agreement except as set forth on Schedule 5.16, the Corporation has not:
(a) Cancelled any indebtedness owing to it or waived any material claims that it might have possessed, waived any material rights of substantial value;
(b) Sold, leased, transferred, or assigned any of its assets, tangible or intangible, of the Corporation except in the ordinary course of business;
No Changes Prior to Closing Date. Up to the Closing Date, the Seller will operate its Digital Twin Technology in its normal and customary course. The Seller will not make any changes or disruptions to the Digital Twin Technology which are not in line with the normal course of the operations of the Digital Twin Technology.
No Changes Prior to Closing Date. During the period from the date hereof to and including the Closing Date, the Company will not have taken any of the actions specified in Section 4.01(a)-(o), without the prior written consent of Buyer.
No Changes Prior to Closing Date. During the period from the Balance Sheet Date to and including the Closing Date, except as expressly contemplated hereby, the Company will not have (i) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business, (ii) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, (iii) sold, transferred or otherwise disposed of any assets except in the ordinary course of business, (iv) made any capital expenditure or commitment therefor, except in the ordinary course of business, (v) declared or paid any dividend or made any distribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares, (vi) made any bonus or
