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. 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 and under the credit line with Deposit Guaranty, (ii) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind except as may be required under the Deposit Guaranty credit line, (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 profit sharing distribution or payment of any kind, (vii) increased its indebtedness for borrowed money, except current borrowings from banks in the ordinary course of business and the Deposit Guaranty credit line, or made any loan to any Person, (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, (ix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, except in the ordinary course of business, (x) canceled or waived any claims or rights of substantial value, (xi) made any change in any method of accounting or auditing practice, (xii) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business, or (xiii) agreed, whether or not in writing, to do any of the foregoing. There shall have been no material adverse change in the financial position, results of operations, business or prospects of Company since the Balance Sheet Date. The Company shall not have not consolidated or merged with, nor sold, leased or otherwise disposed of its properties as an entirety or substantially as an entirety, to any Person.
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) 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, (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; nor (x) allowed inventory levels to fall below $55,000.
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:
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 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 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 Closing Date, except as expressly contemplated hereby, the Company has not:
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 date of this Agreement except as set forth on Schedule 5.16, the Corporation has not:
