Common use of No Changes Prior to Closing Date Clause in Contracts

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 To the Disclosure Schedule best knowledge of Stockholder, during the period from December 31April 30, 1995 1997, through the date hereof, MRS Corporation has not, and from the date hereof, Corporation shall not have (i) incurred any liability or obligation of any nature (whether known or unknownaccrued, asserted or unassertedabsolute, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become dueotherwise), except in the Ordinary Course ordinary course of Businessbusiness, 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 ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to MRSthe 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 ordinary course of Businessbusiness, (v) canceled cancelled or waived any claims or rights of substantial value, (vi) made any change in any method of accounting, (vii) other than the transaction contemplated herein, otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the Ordinary Course ordinary course of Businessbusiness, (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, MRS 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 MRSTALL, (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 Section 4(j) of the Disclosure Schedule Schedule, during the period from December 31, 1995 through the date hereof, MRS Princeton 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, or (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 MRSPrinceton, (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 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, 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 To the Disclosure Schedule best knowledge of Stockholder, during the period from December 31, 1995 1996, through the date hereof, MRS Corporation has not, and from the date hereof, Corporation shall not have (i) incurred any liability or obligation of any nature (whether known or unknownaccrued, asserted or unassertedabsolute, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become dueotherwise), except in the Ordinary Course ordinary course of Businessbusiness, 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 ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to MRSthe 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 ordinary course of Businessbusiness, (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 ordinary course of Businessbusiness, (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 ordinary course of Businessbusiness, 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. Except as set forth in the Disclosure Schedule during the period from December 31, 1995 through the date hereof, MRS FJMDPC 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 MRSFJMDPC, (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 during During the period from December 31, 1995 the Balance Sheet Date through the date hereof, MRS ADC has not, and from the date hereof to the Closing Date, ADC shall not have (i) incurred any material liability or obligation of any nature (whether known or unknownaccrued, asserted or unassertedabsolute, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become dueotherwise), except in the Ordinary Course ordinary course of Businessbusiness, or except with the prior written consent of ProMedCo, such consent not to be unreasonably withheld, (ii) written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to MRSADC, (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 ordinary course of Businessbusiness, (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 ordinary course of Businessbusiness (such as normal year-end bonuses), (viii) agreed, whether or not in writing, to do any of the foregoing, or (ix) disposed of its assets other than increased compensation except in the Ordinary Course of Business.ordinary course,

No Changes Prior to Closing Date. Except as set forth in the Disclosure Schedule during During the period from December 31, 1995 1996 through the date hereof, MRS HRKP 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 MRSHRKP, (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.