Common use of Absence of Changes or Events Clause in Contracts

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 forth in Schedule 5.18.

Absence of Changes or Events. Since Except as set forth in Schedule 3.2.15, from September 30, 2009 through the date of the Year-End Balance Sheetsthis Agreement, there Seller has not beennot: (ia) any material adverse change in the finan cial xxxdition, operations, business, properties amended its Articles of Incorporation or pros pects of the Company and its Subsidiaries taken as a wholeBylaws; (iib) issued any change in capital stock or rights to acquire capital stock, other than stock reserved for issuance on exercise of options outstanding on the authorized date of this Agreement, or redeemed, split or otherwise reclassified, or paid any dividend or distribution with respect to, capital or outstanding securities of the Company or any Subsidiarystock; (iiic) used any capital stock, bonds cash or other securi ties which the Company cash equivalents to pay any Excluded Liability 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 Liability outside the ordinary course of business and obligations incurred in connection with the acquisition or improvement of the Danville Propertybusiness; (vd) permitted or allowed any declaration or payment of any bonus or other extraordinary compensation the Assets to be subjected to any employee of the Company or any SubsidiaryEncumbrance other than a Permitted Encumbrance; (vie) amended, terminated, cancelled or compromised any hiring, firing, reassignment material rights or other change in claims of Seller or waived the benefit of any key personnel protective covenants such as obligations of the Company confidentiality or any Subsidiarynon-competition; (viif) any salesold, transfer or other disposition oftransferred, or agreement to sellleased, transfer subleased, licensed or otherwise dispose ofdisposed of any Assets for an amount in excess of $100,000, any other than the Excluded Assets and the sale of the inventories or other assets or properties of the Company or any Subsidiary, except in the ordinary course of business; (viiig) entered into or amended any material damageservice agreement with any employee, destruction or losses against the Company or any SubsidiaryAffiliate of Seller, or Affiliate of Shareholder, or made any waiver increase in the wages, salaries, compensation, bonuses, severance, incentives, pension or other benefits or payments payable (i) to any employee, Affiliate of Seller, or Affiliate of Shareholder or (ii) pursuant to any rights Employee Benefit Plan or agreement with any employee, Affiliate of material value to the Company Seller, or any SubsidiaryAffiliate of Shareholder; (ixh) paid any labor strike wages, salaries, compensation, bonuses, severance, incentives, pension or labor disputeother benefits or payments to any employee, Affiliate of Seller, or the entering into Affiliate of any collective bargaining agreementShareholder other than base salary or hourly wages in effect as of September 30, with respect to employees of the Company or any Subsidiary2009; (xi) permitted any insurance policy to be cancelled or expire without notice to Buyer; (j) made any Tax election or changed any Tax election already made, or settled or consented to 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 5.18assessment relating to Taxes; (xik) filed any new competitor petition in bankruptcy or similar proceeding, or adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (l) taken or agreed to take any action that has, would be reasonably likely to result in any conditions to Closing not being satisfied or that would materially impair the knowledge ability of any Shareholder, built, commenced Seller to build consummate the Transactions 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 Cemeterymaterially delay such consummation; or (xiim) any other transaction or event entered into any written agreement, contract, commitment or affecting the Company or arrangement to do any Subsidiary other than in the ordinary course of business, except for the acquisition of the Danville Property and as set forth foregoing, or authorize, recommend, propose, in Schedule 5.18writing or announce an intention to do any of the foregoing.

Absence of Changes or Events. Since the date of the Year-End Balance SheetsExcept as disclosed in Schedule ---------------------------- -------- 4.18 hereto, since December 31, 1996, there has not been: (i) been any material adverse ---- change in the finan cial xxxditionbusiness, assets, properties, liabilities, revenues, costs and expenses, income, operations, businessprospects or condition, properties financial or pros pects otherwise, of the Company and its Subsidiaries the Subsidiaries, taken as a whole. Without limiting the foregoing, except as set forth on Schedule 4.18 hereto, since December 31, 1996, neither the Company nor any ------------- Subsidiary has: (a) purchased, sold or leased, or agreed to purchase, sell or lease, any material asset, except for sales of obsolete equipment in the ordinary course of business, consistent with past practices; (iib) granted or committed to grant any change bonus, commission or other form of incentive compensation or increased or committed to increase the compensation or fees payable to or in respect of any employee, director, officer, sales representative, independent contractor, consultant or Affiliate of the Company or any Subsidiary except as set forth on Schedule -------- 4.12 hereto or to the extent required under the express terms of any ---- employment, consulting or management agreement set forth on Schedule 4.12 ------------- Part (c) hereto or any collective bargaining agreement as in effect on the -------- date hereof; (c) entered into, adopted or amended, or committed to enter into, adopt or amend, any employment, consulting, retention, change-in-control, severance, collective bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of any employee, officer, director, sales representative, independent contractor, agent, consultant or Affiliate of the Company or any Subsidiary (whether or not legally binding); (d) made any loans to any Person, except advances to employees and representatives of the Company or any Subsidiary in the authorized ordinary course of business for travel and similar purposes; (e) written off any receivables, except in the ordinary course of business, consistent with past practices; (f) declared, made, set aside or paid any dividend, distribution, or payment on, or any purchase or redemption of, any capital stock or outstanding securities other equity interests of the Company or any Subsidiary, or made any commitment therefor; (g) issued or sold any capital stock or other equity interests of the Company or any Subsidiary, or any subscriptions, options, warrants, calls, conversions or other rights, agreements, commitments, arrangements or un- derstandings of any kind obligating the Company or any Subsidiary, contingently or otherwise, to issue or sell, or cause to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiary; (iiih) made any capital stock, bonds material change (for book or other securi ties which the Company Tax purposes) in any method of accounting 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 thereofaccounting practice; (ivi) any borrowing or agreement by suffered 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 loss of any bonus key employee or other extraordinary compensation to any employee of the Company or any Subsidiary; (vi) any hiringkey independent contractor or, 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 consistent with past practices, retained any new key employees or independent contractors; (j) allowed any material permit issued to the acquisition Company or any Subsidiary to lapse or terminate; or (k) entered into any material transaction not in the ordinary course of business or agreed (whether or not in writing) to do any of the Danville Property and as set forth in Schedule 5.18foregoing.

Absence of Changes or Events. Since Except as disclosed in Schedule 3.11, and as contemplated by this Agreement and the date transactions contemplated hereby, since the Applicable Date, Company Group has (a) at all times operated and conducted its operations only in the Ordinary Course of Business; and (b) maintained, repaired and replaced its material assets in the Year-End Balance SheetsOrdinary Course of Business. Except as disclosed in Schedule 3.11, since the Applicable Date, there has not been: (i) any material adverse change in the finan cial xxxdition, operations, business, properties or pros pects of the been with respect to Company and its Subsidiaries Group 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; (va) any declaration or payment of any dividend or other distribution to any equity owner(s) upon or in respect of any equity interest, or a purchase, retirement or redemption or entry into any obligation to purchase, retire or redeem any equity interest; (b) creation of any Lien on any assets or property, other than Permitted Liens; (c) sale, transfer, lease to others or other disposition of any material assets or property, except the sale of inventory in the Ordinary Course of Business; (d) any labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in relations with any employees or labor unions; (e) any material change made in the rate of compensation, commission, bonus or other extraordinary direct or indirect remuneration or compensation payable, or any payment of or agreement made to pay or oral promise made to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance or vacation pay, to any employee of the Company officers, employees or any Subsidiary; directors; (vif) any hiring, firing, reassignment material capital expenditures or material capital additions deferred or delayed; (g) any material modification in the terms of any Contract related to Indebtedness or other change in any key personnel evidence of the Company or any Subsidiary; Indebtedness; (viih) any saleactual loss of any Material Contract or receipt by Seller or Company Group of any written notification threatening the loss of any Material Contract; (i) any cancellation, transfer without payment in full, of any Indebtedness; (j) any material amendment to any Material Contract; or other disposition of, or agreement (k) any Contract entered into to sell, transfer or otherwise dispose of, take any of the inventories or other assets or properties types of the Company or any Subsidiary, except action described 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 forth in Schedule 5.18this Section 3.11.

Absence of Changes or Events. Since Except as set forth in N21's Disclosure Letter, since January 1, 1997, N21 has conducted its business only in the date of the Year-End Balance Sheets, ordinary course and there has not beenbeen any: (ia) material change in N21's authorized or issued capital, income or respective ratio of distributive interests between the N21 partners, or the grant of any material adverse right to purchase any capital, income or distributive interest in N21; issuance of any security convertible into such capital, income or distribution interest; grant of any registration rights; purchase, redemption, retirement, or other acquisition by N21 of any such interests; or any undertaking or payment of any distribution or payment in respect of such interests; (b) amendment to the Organizational Documents of N21; (c) change in the finan cial xxxditionamount of any bonuses, salaries, vacation pay, severance pay, or other compensation or benefits to any partner or any holder of an income or distribution interest, or any affiliate thereof or any consultant or employee of N21 or any partner or affiliate thereof, or entry into any employment severance. or similar Contract with any such Person; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees or consultants of N21; (e) any other material modification in the operations, method of operations, expenditures, or timing of expenditures; (f) damage to or destruction or loss of any asset or property of N21, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, properties financial condition, or pros pects prospects of the Company and its Subsidiaries N21, taken as a whole; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to N21 of at least $50,000; (h) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of N21 or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of N21, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claim or rights with a value to N21 in excess of an aggregate of $50,000; (j) material change in the authorized capital or outstanding securities of the Company or any Subsidiaryaccounting methods used by N21; (iiik) incurrence of 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, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade payables or business obligations incurred in the ordinary course of business and obligations incurred consistent with its prior practice, none of which liabilities, in connection with any case or in the acquisition aggregate, materially and adversely affects the business, liabilities or improvement financial condition of the Danville PropertyN21; (vl) any declaration discharge or payment satisfaction of any bonus lien, charge or encumbrance other extraordinary compensation than those then required to any employee of the Company be discharged 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 ofsatisfied, or agreement paid any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to sellbecome due, transfer or otherwise dispose of, any of other than current liabilities shown on the inventories or other assets or properties of Balance Sheet and current liabilities incurred since the Company or any Subsidiary, except Balance Sheet Date in the ordinary course of businessbusiness and consistent with its prior practice; (viiim) declaration or payment of dividends or other distribution upon or in respect of any material damageownership interest, destruction or losses against the Company purchased, retired or redeemed, or obligated itself to purchase, retire or redeem, any of its ownership interest; (n) mortgage, pledge or subjection to lien, charge, security interest or any Subsidiaryother encumbrance or restriction any of its property, business or assets, tangible or intangible; (o) labor union organizing activity, had any actual or threatened employee strikes, work-stoppages, slow-downs or lock-outs, or any waiver material change in its relations with its employees, agents, customers or suppliers; (p) transfer or grant of any rights of material value to under, or entry into any settlement regarding the Company breach or infringement of, any SubsidiaryUnited States or foreign license, patent, copyright, trademark, trade name, invention or similar rights, or modified any existing rights with respect thereto; (ixq) any labor strike capital expenditures or labor dispute, capital additions or the entering into betterments in excess of any collective bargaining agreement, with respect to employees an aggregate of the Company or any Subsidiary$50,000; (xr) any claim change in banking 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 5.18safe deposit arrangements; (xis) institution, settlement or agreement to settle any new competitor that haslitigation, action or proceeding before any court or governmental body relating to the knowledge of any Shareholder, built, commenced to build N21 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; orits property; (xiit) any other transaction or event entered into or affecting failure to replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the Company industry, or any Subsidiary purchase commitment in excess of the normal, ordinary and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or any change in its selling, pricing, advertising or personal practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (u) entry into any transaction, contract or commitment other than in the ordinary course of businessbusiness or payment or agreements to pay any legal, except for accounting, brokerage, finder's fee, taxes or other expenses in connection with, or incurred by severance pay obligations by reason of, this Agreement or the acquisition transactions contemplated hereby; or (v) entry into any agreement or the making of any commitment to take any of the Danville Property and as set forth types of action described in Schedule 5.18this Section.

Absence of Changes or Events. Since Except as set forth in Schedule ------------------------------------------- -------- 4.05, and except otherwise referred to in Section 4.16 hereof and Schedule 4.16 ----- ------------- hereof since December 31, 1999, the date of Purchased Business has been conducted only in the Year-End Balance Sheetsordinary course and Seller, there has not beennot, with respect to the Purchased Business or the Purchased Assets: (ia) Incurred 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, absolute, accrued, contingent or otherwise, whether due or to become due, except trade payables liabilities incurred in the ordinary course of business and obligations incurred in connection with the acquisition or improvement of the Danville PropertyPurchased Business; (vb) Mortgaged, pledged or subjected to lien, charge, security interest or any declaration other encumbrance or payment of restriction any bonus or other extraordinary compensation to any employee of the Company or any SubsidiaryPurchased Assets; (vic) Sold, transferred, leased to others or otherwise disposed of any hiring, firing, reassignment or other change in any key personnel material amount 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 SubsidiaryPurchased Assets, except for inventory sold in the ordinary course of businessthe Purchased Business; (viiid) Received any material notice of termination of any contract, lease or other agreement, or suffered any damage, destruction or losses against loss (whether or not covered by insurance) which, in any case or in the Company aggregate, has had a material adverse effect on the Purchased Business or any Subsidiary, or any waiver of any rights of material value to the Company or any SubsidiaryPurchased Assets; (ixe) Encountered any labor strike union organizing activity, had any actual or labor disputeovertly threatened employee strikes, work stoppages, slow-downs or the entering into lock- outs or had any material change in its relationship with any of any collective bargaining agreementits employees, with respect to employees of the Company salesmen, suppliers, customers or any Subsidiaryindependent contractors; (xf) any claim or liability for Made any material damages for any actual or alleged negligence change in the rate of compensation, commission, bonus or other tort remuneration payable, or breach of contract against paid or affecting the Company agreed to pay any bonus, extra compensation, pension, severance or vacation pay, to any Subsidiaryshareholder, director, officer, employee, salesman or distributor other than regularly scheduled increases except as set forth disclosed in Schedule 5.184.05 hereto; ------------- (g) Changed its accounting methods or practices (including, but not limited to, changes in depreciation or amortization policies or rates); (xih) Revalued any new competitor that hasof its assets; (i) Instituted, settled or agreed to settle any litigation, action, proceeding or arbitration related to the knowledge of any ShareholderPurchased Assets or the Purchased Business except for settlements of, builtor agreements to settle, commenced labor grievances pursuant to build which no material obligation 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; orliability was incurred; (xiij) Failed to replenish its inventories or supplies in a normal and customary manner consistent with Seller's prior practices or made any other transaction or event entered into or affecting the Company or any Subsidiary purchase commitment other than in the ordinary course of businessthe Purchased Business; (k) Entered into any material transaction, except for contract or commitment other than in the acquisition ordinary course of the Danville Property and as set forth Purchased Business; (1) Suffered any material adverse change in Schedule 5.18.its financial condition, the Purchased Assets, its prospects or the Purchased Business;

Absence of Changes or Events. Since Except as disclosed in Purchaser's SEC Documents, and except as set forth on Schedule 8(l) and except in connection with the date transaction contemplated by this Agreement, since January 1, 2005: (i) the business of the Year-End Balance Sheets, Purchaser has been conducted in the ordinary course and consistent with past practice; (ii) there has not been: (i1) any material adverse change in the finan cial xxxdition, operations, business, properties or pros pects relationships of the Company and Purchaser with its Subsidiaries taken as a wholelicensees, customers, suppliers, payors, reimbursers, and/or persons or organizations that refer business to it; (ii2) any change in the authorized capital material damage, destruction or outstanding securities of the Company casualty loss (whether or any Subsidiarynot covered by insurance) suffered by Purchaser; (iii3) any capital stock, bonds transaction material to the business 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 assets 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 SubsidiaryPurchaser, except in the ordinary course of business; (viii4) any employment agreement or deferred compensation agreement entered into between the Purchaser and any of their respective employees; (5) any issuances or grants of capital stock, subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities or other agreements or arrangements of any character or nature whatever under which Purchaser is or may become obligated to issue, assign or transfer any shares of the capital stock of the Purchaser; (6) any increase, not in the ordinary course of business, in the compensation payable or to become payable by the Purchaser or the adoption of any new (or amendment to or alteration of any existing) bonus, incentive, compensation, pension, stock, matching gift, profit sharing, retirement, death benefit or other fringe benefit plan; (7) any increase in the aggregate indebtedness for borrowed money or any increase in purchase commitments or other liabilities or obligations (whether absolute, accrued, contingent or otherwise) incurred by the Purchaser, except for liabilities, commitments and obligations incurred in the ordinary course of business consistent with past practice; (8) any lien created on any of the assets of the Purchaser, other than liens for taxes not yet due and payable; (9) any material damage, destruction or losses against labor dispute involving the Company or any Subsidiary, or any waiver employees of any rights of material value to the Company or any SubsidiaryPurchaser; (ix10) any labor strike sale, assignment, transfer or labor dispute, other disposition or the entering into license of any collective bargaining agreement, with respect to employees material tangible or intangible assets of the Company or any SubsidiaryPurchaser, other than the sale of inventory in the ordinary course of business consistent with past practice; (x11) any claim amendment, termination or liability for waiver by the Purchaser of any material damages for any actual or alleged negligence or other tort or breach right of contract against or affecting the Company or any Subsidiary, except as set forth in Schedule 5.18substantial value belonging to it; (xi12) any new competitor that has, to amendment of the knowledge certificate of incorporation or by-laws of the Purchaser; (13) inventory purchases or sales or other dealings out of the ordinary course of business; (14) any Shareholder, built, commenced to build one or announced intentions to build a funeral home more capital expenditures or mortuary commitments by the Purchaser not fully paid for in direct competition with any Home or a cemetery or mausoleum excess of $50,000 in direct competition with the Cemeteryaggregate; or (xii15) any other transaction change, event or event entered into condition which, in any case or affecting in the Company aggregate, has had or may have a materially adverse affect on Purchaser's condition (financial or otherwise), properties, assets, liabilities, operations or prospects, taken as a whole, including, without limitation, any Subsidiary change in Purchaser's revenues, costs, backlog or relations with its employees, agents, customers or suppliers; (16) any transaction, contract or commitment other than in the ordinary course of businessbusiness or paid or agreed to pay any legal, except for accounting, brokerage, finder's fee, taxes or other expenses in connection with, or incurred by severance pay obligations by reason of, this Agreement or the acquisition transactions contemplated hereby; or (17) any agreement or any commitment to take any of the Danville Property and as set forth in Schedule 5.18foregoing actions.

Absence of Changes or Events. Since the date of the Year-End Balance SheetsExcept as disclosed in SCHEDULE 4.18 hereto, since December 31, 1998, there has not been: (i) been any material adverse change in the finan cial xxxditionbusiness, assets, properties, liabilities, revenues, costs and expenses, income, operations, businessvalue, properties prospects or pros pects condition, financial or otherwise, of the Company and its Subsidiaries the Subsidiaries, taken as a whole. Without limiting the foregoing, except as set forth on SCHEDULE 4.18 hereto, since December 31, 1998, neither the Company nor any Subsidiary has: (a) purchased, sold or leased, or agreed to purchase, sell or lease, any material asset, except for sales of obsolete equipment in the ordinary course of business, consistent with past practices; (iib) granted or committed to grant any change bonus, commission or other form of incentive compensation or increased or committed to increase the compensation or fees payable to or in respect of any employee, director, officer, sales representative, independent contractor, consultant or Affiliate of the Company or any Subsidiary except as set forth on SCHEDULE 4.12 hereto or to the extent required under the express terms of any employment, consulting or management agreement set forth on SCHEDULE 4.12 PART (C) hereto or any collective bargaining agreement as in effect on the date hereof; (c) entered into, adopted or amended, or committed to enter into, adopt or amend, any employment, consulting, retention, change-in-control, severance, collective bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of any employee, officer, director, sales representative, independent contractor, agent, consultant or Affiliate of the Company or any Subsidiary (whether or not legally binding); (d) made any loans to any Person, except advances to employees and representatives of the Company or any Subsidiary in the authorized ordinary course of business for travel and similar purposes; (e) written off any receivables, except in the ordinary course of business, consistent with past practices; (f) declared, made, set aside or paid any dividend, distribution, or payment on, or any purchase or redemption of, any capital stock or outstanding securities other equity interests of the Company or any Subsidiary, or made any commitment therefor; (g) issued or sold any capital stock or other equity interests of the Company or any Subsidiary, or any subscriptions, options, warrants, calls, conversions or other rights, agreements, commitments, arrangements or understandings of any kind obligating the Company or any Subsidiary, contingently or otherwise, to issue or sell, or cause to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiary; (iiih) made any capital stock, bonds material change (for book or other securi ties which the Company Tax purposes) in any method of accounting 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 thereofaccounting practice; (ivi) any borrowing or agreement by suffered 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 loss of any bonus key employee or other extraordinary compensation to any employee of the Company or any Subsidiary; (vi) any hiringkey independent contractor or, 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 consistent with past practices, retained any new key employees or independent contractors; (j) allowed any material license or permit issued to the acquisition Company or any Subsidiary to lapse or terminate; or (k) entered into any material transaction not in the ordinary course of business or agreed (whether or not in writing) to do any of the Danville Property and as set forth in Schedule 5.18foregoing.