Absence of Changes or Events Sample Clauses

Absence of Changes or Events. Since December 31, 1996: (a) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of the Company, or any declaration, setting aside or payment of any dividend or other distribution by the Company in respect of its capital stock, other than the payment made by the Company with respect to 500,000 shares of Common Stock put to the Company by Valcheck Company on June 30, 1997; (b) except in the ordinary course of business and consistent with past practice, the Company has not incurred any indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation or entered into any commitment or transaction material to the Company taken as a whole; (c) there has not been any material change in the accounting methods, principles or practices of the Company; (d) there has not been any damage, destruction or loss, whether or not covered by insurance, except for such as would not, individually or in the aggregate, have a Material Adverse Effect; (e) there has been no change in the business, operations, assets or financial condition of the Company that has had or will have a Material Adverse Effect; (f) there has not been any revaluation by the Company of any of its material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable, in any case, other than in the ordinary course of business and in connection with the revaluation of certain fixed assets as set forth in the Disclosure Statement; (g) there has not been any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company, except for increases in base compensation in the ordinary course of business consistent with past practice, or any employment, consulting or severance agreement or arrangement entered into with any such present or former directors, officers or key employees; or (h)...

Absence of Changes or Events. Except as set forth on Schedule 3.9, since the Latest Balance Sheet Date, each Selling Party and each Park Company has conducted the Business in the ordinary course of business. Without limiting the generality of the foregoing, since the Latest Balance Sheet Date, except as disclosed on Schedule 3.9, there has not been: (a) one or more events, occurrences, developments or states of circumstances or facts which, individually or in the aggregate, has had, or could reasonably be expected to result in, a material adverse effect on any Park Company or the Business; (b) any declaration, setting aside or payment of any dividend, or other distribution with respect to the Interests or any equity securities of any Subsidiary of the Company (whether in cash or in kind); (c) any collection, attempt to collect or write-off as uncollectible of any notes or accounts receivable or other cash obligations owed to any Park Company other than in the ordinary course of business consistent with past practices; (d) any acquisition or disposition by any Park Company of any business or line of business or the disposition of a significant amount of assets, whether by merger, purchase or sale of stock, purchase or sale of assets or otherwise; (e) any damage, destruction or other casualty loss (whether or not covered by insurance) materially affecting any Park Company or the Business; (f) any Tax election or amendment of any Tax Return by any Park Company; (g) any delay or postponement of any payment of any accounts payable or any other liability or obligation of any Park Company, or any extension or agreement to extend the payment date of any such accounts payable or other liability or obligation of any Park Company, in any case, other than in the ordinary course of business consistent with past practices; (h) any acceleration of the collection of any accounts receivables of any Park Company or any other amounts owed to any Park Company; (i) any change by any Park Company in its method of accounting or accounting practice, other than changes required under applicable Law, or any failure by any Park Company to maintain its books, accounts and records in the ordinary course of business consistent with past practices; or (j) any commitment by any Selling Party or any Park Company to do any of the foregoing.

Absence of Changes or Events. Except as contemplated by this Agreement, since June 30, 2005 (the “Reference Date”), no state of facts, change, event or effect that has had or could reasonably be expected to have Company Material Adverse Effect has occurred and, in addition, Company, the Company Subsidiaries and the entities listed on Schedule 3.1(b) have not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock of Company or any of the Company Subsidiaries, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to Company or a wholly-owned Subsidiary of Company); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of Company or the Company Subsidiaries or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of Company or the Company Subsidiaries, other than pursuant to and in accordance with the Company Stock Plans; (c) (i) created or incurred any indebtedness for borrowed money exceeding $200,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation exceeding $200,000 in the aggregate, (iii) entered into any oral or written material agreement or any material commitment or transaction or incurred any liabilities material to Company and the Company Subsidiaries taken as a whole, or involving in excess of $500,000; (d) instituted any material change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the Company Financial Statements; (e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess in each case of an amount equal to $200,000 plus amounts previously reserved as reflected in the Company Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individ...

Absence of Changes or Events. Except as specifically disclosed in the SEC Reports filed prior to the date of this Agreement and furnished to Purchaser, since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated only in the usual and ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, since such date, the Company has not: (a) sold, assigned, leased, exchanged, transferred or otherwise disposed of any material portion of its assets or property, except in the usual and ordinary course of business consistent with past practice; 8 (b) suffered any material casualty, damage or loss, or any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God; (c) written off any material asset as unusable or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of its business (whether or not in the ordinary course of business and whether or not such change would result in a Material Adverse Effect on the Company); (e) waived any material right or canceled or compromised any material debt, other than in the ordinary course of business; (f) paid, declared or set aside any dividends or other distributions on its securities of any class or purchased or redeemed any of its securities of any class; (g) made any change in accounting methods or principles; (h) made or committed to make capital expenditures in excess of $40,000 in the aggregate; (i) discharged any liability except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (j) entered into any transaction with, or made any payment to, or incurred any liability to, any Related Party (as herein defined); (k) increased the compensation payable to any director, officer or employee except for raises to nonofficers in the ordinary course of business consistent with past practice; (l) made any payments or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable ordinary a...

Absence of Changes or Events. Except as set forth in Section 3.7 of the Company Disclosure Letter, since December 31, 2000 through the date of this Agreement, the Company and its Subsidiaries have not incurred any liability or obligation that has resulted or would reasonably be expected to result in a Company Material Adverse Effect, and there has not been any change in the business, financial condition or results of operations of the Company or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and the Company and its Subsidiaries have conducted their respective businesses in the ordinary course consistent with their past practices.

Absence of Changes or Events. Since the date of the Year-End Balance Sheets, there has not been: (i) any material adverse change in the finan cial xxxdition, operations, business, properties or pros pects of the Company and its Subsidiaries taken as a whole; (ii) any change in the authorized capital or outstanding securities of the Company or any Subsidiary; (iii) any capital stock, bonds or other securi ties which the Company or any Subsidiary has issued, sold, delivered or agreed to issue, sell or deliver, nor has the Company or any Subsidiary granted or agreed to grant any options, warrants or other rights calling for the issue, sale or delivery thereof; (iv) any borrowing or agreement by the Company or any Subsidiary to borrow any funds, nor has the Company or any Subsidiary incurred, or become subject to, any absolute or contingent obligation or liability, except trade payables incurred in the ordinary course of business and obligations incurred in connection with the acquisition or improvement of the Danville Property; (v) any declaration or payment of any bonus or other extraordinary compensation to any employee of the Company or any Subsidiary; (vi) any hiring, firing, reassignment or other change in any key personnel of the Company or any Subsidiary; (vii) any sale, transfer or other disposition of, or agreement to sell, transfer or otherwise dispose of, any of the inventories or other assets or properties of the Company or any Subsidiary, except in the ordinary course of business; (viii) any material damage, destruction or losses against the Company or any Subsidiary, or any waiver of any rights of material value to the Company or any Subsidiary; (ix) any labor strike or labor dispute, or the entering into of any collective bargaining agreement, with respect to employees of the Company or any Subsidiary; (x) any claim or liability for any material damages for any actual or alleged negligence or other tort or breach of contract against or affecting the Company or any Subsidiary, except as set forth in Schedule 5.18; (xi) any new competitor that has, to the knowledge of any Shareholder, built, commenced to build or announced intentions to build a funeral home or mortuary in direct competition with any Home or a cemetery or mausoleum in direct competition with the Cemetery; or (xii) any other transaction or event entered into or affecting the Company or any Subsidiary other than in the ordinary course of business, except for the acquisition of the Danville Property and as set fo...

Absence of Changes or Events. Except as contemplated by this Agreement, since the Reference Date no Stel Material Adverse Effect has occurred and, in addition, Stel and its Subsidiaries have not, directly or indirectly: (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock of Stel or any of its Subsidiaries, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to Stel or a wholly owned Subsidiary of Stel); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of Stel or its Subsidiaries or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of Stel or its Subsidiaries, other than pursuant to and in accordance with the Stel Stock Plans; (c) (i) created or incurred any indebtedness for borrowed money exceeding U.S. $100,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation exceeding U.S. $100,000 in the aggregate, (iii) entered into any oral or written material agreement or any commitment or transaction or incurred any liabilities material to Stel and its Subsidiaries taken as a whole, or involving in excess of U.S. $100,000; (d) instituted any change in accounting methods, principles or practices other than as required by GAAP or the rules and regulations promulgated by the SEC and disclosed in the notes to the Stel Financial Statements; (e) revalued any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable in excess of amounts previously reserved as reflected in the Stel Balance Sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually and in the aggregate exceed $250,000; (i) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination p...

Absence of Changes or Events. Except as contemplated by this Agreement, since March 31, 2011: (i) there has been no Parent Material Adverse Effect; and (ii) there has not been any action or omission by Parent or any of the Parent Subsidiaries that, if taken during the Interim Period without the Company’s consent, would constitute a breach of Section 5.2.

Absence of Changes or Events. Except as otherwise contemplated by this Agreement or such actions as have been taken in connection with the transactions contemplated hereby, since the Balance Sheet Date the business of the Target Companies has been conducted in the ordinary course consistent with past practices and (without limiting the generality of the foregoing) there has not been, except as set forth in Section 3.15 of the Disclosure Schedule: (a) any event, occurrence, development or state of circumstances or facts that has or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Target Companies or any repurchase, redemption or other acquisition by any of the Target Companies of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Target Companies; (c) any payments, reimbursements or any other distributions of any nature whatsoever from the Target Companies to the Sellers or any of their Affiliates; (d) any amendment of any material term of any outstanding security of the Target Companies; (e) any incurrence, assumption or guarantee by any Target Company of any indebtedness other than (i) under the Ableco Financing, (ii) trade payables and accrued liabilities in the ordinary course of business, or (iii) indebtedness incurred in the ordinary course of business consistent with past practice and either reflected on the Closing Date Balance Sheet or satisfied prior to Closing; (f) any making of any loan or capital contribution to or investment in any Person; (g) any change in any method of accounting, method of Tax accounting or accounting principles or practice by any of the Target Companies, except for any such changes required by reason of a concurrent change in GAAP, or other applicable law or regulation, or any revocation or modification of any material Tax elections; (h) any adoption or amendment in any respect of any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, pension, retirement, employment or other employee benefit trust or plan; (i) any increase by any Target Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, independent contractor or (except in the ordinary course of business) employee, or entry into any employment, severance, or similar contract with...

Absence of Changes or Events. Since December 31, 2017, (i) except as expressly permitted or required by or in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of CCT and its Consolidated Subsidiaries has been conducted in the ordinary course of business, (ii) there has not been any Effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to CCT and (iii) there has not been any action that, if it had been taken after the date hereof, would have required the consent of FSIC under Section 6.1 or 6.2.