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. Except as set forth in the Disclosure Schedule and except for the distributions and/or transfer of certain assets of TALL as described in that certain Unanimous Consent of the Directors and Shareholders of TALL, dated November 12, 1996, during the period from December 31, 1995 through the date hereof, TALL 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 TALL, (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. Except as expressly contemplated hereunder, the Seller shall cause the Company not to:
(a) incur any Indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other individual, partnership, firm or corporation, or make any loans or advances to any individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practice;
(b) issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities;
(c) pay, or incur any obligation to pay, any dividend on its capital stock or make, or incur any obligation to make, any distribution with respect to its capital stock or redeem, repurchase or otherwise acquire any of its capital stock, except as may be necessary to distribute to Seller the net cash proceeds (i.e., after deducting Sale-Leaseback transaction costs paid by the Company from the gross proceeds) of the Sale-Leaseback and/or to distribute to Seller (or an Affiliate of Seller) any Excluded Property; provided, however, that to the extent that Buyer has exercised its rights under Section 8.10 to increase the Purchase Price, the Excluded Properties associated with the increase in Purchase Price shall be retained by the Company and not transferred to Seller;
(d) make any change to its charter or by-laws;
(e) sell, transfer or otherwise dispose of the Assets or cancel, release or assign any Indebtedness owed to it or any Claims held by it (except in the ordinary course of business and consistent with past practice) or mortgage, pledge or otherwise encumber any of its Assets, other than offsets of intercompany receivables against intercompany payables, and other sales, transfers and dispositions made in the ordinary course of business;
(f) make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any material property or assets of any other individual, partnership, firm or corporation, except as set forth in Schedule 6.2(a);
(g) enter into, amend, or terminate (or not renew) or permit to expire any Material Contract, or make any material change in any of its Material Contracts, except in the ordinary course of business;
(h) make or grant to any of its employees any bonus, wage or salary, increase, stock option or any other form of added compensation or gift, the timing or amount...
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 20/20 Financial Statement Date through and including the Closing Date, except as expressly provided for and stated in this Agreement or as set forth in any Exhibit or Schedule hereto, the Company will not have, without the express written consent of TLC, (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 except in the ordinary course of business and except for purchase money financing to acquire equipment, (iii) sold, transferred or otherwise disposed of any assets except in the ordinary course of business, (iv) made any capital expenditure or commitment therefor in excess of $25,000.00 (U.S.), 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 payments or profit sharing distributions or payments of any like kind to the employees, shareholders, officers or directors of the Company except in the ordinary course of business, (vii) increased its indebtedness for borrowed money, except current borrowings from TLC, or made any loan to any employee, person or entity, (viii) 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 Company and its subsidiaries, (ix) granted any increase in the rate of wages, salaries, bonuses or other remuneration to any executive employee or other employee, except in the ordinary course of business, (x) cancelled or waived any claims or rights of substantial value, (xi) made any change in any method of business accounting, except in the usual and ordinary manner and in the ordinary course of its business, (xii) changed the ownership of the shares of the Company's common stock or its capital structure (whether by the issuance or redemption of shares or by granting of options) in contemplation of effecting the Exchange, (xiii) retired, purchased, redeemed or reacquired any shares of its common stock, (xiv) paid any management fees, rent, compensation o...
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
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;
