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 ▇▇▇dition, 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 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 ▇▇▇ditionbusiness, 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 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 ▇▇▇dition, 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 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 ▇▇▇dition, 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 set forth in Section 4.15 of the ---------------------------- Company Disclosure Letter or disclosed in the Company SEC Documents, since the date of the Year-End Balance Sheetsmost recent audited financial statements included in the Company SEC Documents, the Company and its Subsidiaries have operated their respective businesses only in the ordinary and usual course and in substantially the same manner as previously conducted and there has not been: (i1) any material adverse damage, destruction or loss with respect to the properties or assets of the Company or its Subsidiaries whether covered by insurance or not, which has had or would have, individually or in the aggregate, a Material Adverse Effect with respect to the Company; (2) any change, occurrence or circumstance that had a Material Adverse Effect with respect to the Company; (3) any change in the finan cial ▇▇▇ditionaccounting principles, operationsmethods, business, properties practices or pros pects procedures followed by the Company in connection with the business of the Company or any change in the depreciation or amortization policies or rates theretofore adopted by the Company in connection with the business of the Company and its Subsidiaries taken as a wholeSubsidiaries; (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; (v4) any declaration or payment of any bonus dividends, or other extraordinary compensation to any employee distributions in respect of the outstanding shares of Capital Stock of the Company or any Subsidiaryof its Subsidiaries (other than dividends declared or paid by wholly-owned Subsidiaries); (vi5) any hiringsplit, firing, reassignment combination or other change in reclassification of the Company's capital stock or any key personnel issuance of shares of capital stock of the Company or any Subsidiary; (vii) Subsidiary or any sale, transfer or other disposition of, or agreement to sell, transfer or otherwise dispose of, any of change in the inventories or other assets or properties authorized capitalization of the Company or any Subsidiary, except as contemplated by this Agreement; (6) any repurchase or redemption by the Company of shares of its capital stock or any issuance by the Company of any other securities in exchange or in substitution for shares of its capital stock except pursuant to employee benefit plans, programs or arrangements in existence on the date hereof, in the ordinary course of business;business consistent with past practice; or (viii7) any material damage, destruction grant or losses against the Company or any Subsidiary, or any waiver award of any options, warrants, conversion 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 rights to acquire any shares of contract against or affecting capital stock of the Company or any Subsidiary, except as set forth contemplated by this Agreement or except pursuant to employee benefit plans, programs or arrangements in Schedule 5.18; (xi) any new competitor that hasexistence on the date hereof, 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 5.18business consistent with past practice.

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 ▇▇▇dition, 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 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 ▇▇▇ditionbusiness, 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.

Absence of Changes or Events. Since (a) Except as set forth on Schedule 3.5(a) and excluding the Excluded Assets, since December 31, 2000, the date of the Year-End December Balance SheetsSheet (the "Balance Sheet Date"), there has not been: (i) any been a material adverse change in the finan cial ▇▇▇ditionassets, operationsproperties, business, properties financial or pros pects other condition or results of operations of the Company Business, other than changes relating to the economy in general; and its Subsidiaries taken as a whole; (ii) no materially adverse damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking materially adversely affecting the Business and/or the Assets in any change material respect. Except as disclosed on Schedule 3.5, or as contemplated by this Agreement, since the date of the December Balance Sheet, Seller has conducted the Business in the authorized capital or outstanding securities of the Company or any Subsidiary;Ordinary Course. (iiib) 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 incurredExcept as set forth on Schedule 3.5(b), or become subject toas contemplated by this Agreement, since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and has not: (i) incurred any absolute or contingent material obligation or liability, absolute or contingent, except trade payables incurred those arising in the ordinary Ordinary Course; (ii) mortgaged, pledged or subjected to any Lien (other than a Permitted Lien) any of the Assets, or permitted any of the Assets to be subjected to any (other than a Permitted Lien); (iii) sold, assigned or transferred any Assets or material rights relating to the Business (other than inventory sales in the Ordinary Course); (iv) entered into any material transaction or course of business and obligations incurred conduct not in connection with the acquisition or improvement of the Danville Property; Ordinary Course; (v) incurred any declaration or indebtedness for borrowed money; (vi) delayed payment of any bonus material portion of its aggregate accounts payable or other extraordinary compensation to any employee liability of the Company Business beyond its respective due date or any Subsidiary; (vi) any hiring, firing, reassignment or other change the respective date when such liability would have been paid in any key personnel of the Company or any Subsidiary; Ordinary Course; (vii) provided for any salematerial increase in the aggregate in any profit-sharing, transfer bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other disposition ofemployee benefit plan; or (viii) waived any rights of substantial value, or agreement to sellcancelled, transfer modified or otherwise dispose of, waived any of the inventories or other assets or properties of the Company or any Subsidiaryindebtedness for borrowed money, except in the ordinary course of business; (viii) any Ordinary Course. Since the Balance Sheet Date, there has been no material damage, destruction or losses against reduction in 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 inventory levels 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 SubsidiaryBusiness, 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 5.18Ordinary Course.

Absence of Changes or Events. Since the date of the Year-End Balance SheetsJune 30, 2008, there has not been: (i) been any material adverse change change, event, state of circumstances or facts, or occurrence that has had or could reasonably be expected to have, individually or in the finan cial ▇▇▇ditionaggregate, operationsa TTX Material Adverse Effect. Except as set forth in Schedule 3.15, businessfrom June 30, properties or pros pects 2008 to the date of this Agreement, the business of the Company and its Subsidiaries taken as a whole; (ii) any change TTX Entities has been conducted in the authorized capital or outstanding securities Ordinary Course of Business. Without limiting the generality of the Company or any Subsidiary; (iii) any capital stockforegoing, 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 than in the ordinary course Ordinary Course of business 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 5.183.15, since June 30, 2008: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of either of the TTX Entities having a replacement cost of more than $25,000 for any single loss or $50,000 for all such losses; (xib) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock or other equity interests of either of the TTX Entities or any repurchase, redemption or other acquisition by either of the TTX Entities of any outstanding shares of capital stock or other securities of, or other ownership interest in, either of the TTX Entities; (c) neither of the TTX Entities has awarded or paid any bonuses to any of their respective employees, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, severance or similar agreement, arrangement or practice (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the directors, officers, employees, agents or representatives of either of the TTX Entities or agreed to increase the coverage or benefits available under any severance pay (whether pursuant to a legal obligation or ex gratia), termination pay, redundancy pay (whether contractual, customary or discretionary), vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (d) there has not been any change by either of the TTX Entities in accounting or Tax reporting principles, methods or policies; (e) neither of the TTX Entities has made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (f) neither of the TTX Entities has entered into any transaction or Contract; (g) neither of the TTX Entities has failed to promptly pay and discharge current Liabilities except where disputed in good faith by appropriate proceedings and except where failure to pay would not have a TTX Material Adverse Effect; (h) neither of the TTX Entities has made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to Seller or any director, officer, partner, stockholder or Affiliate of Seller; (i) neither of the TTX Entities has (i) mortgaged, pledged or subjected to any Lien any of its respective assets, or (ii) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any of their respective assets, except, in the case of clause (ii), for assets acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of; (j) neither of the TTX Entities has discharged or satisfied any Lien, or paid any Liability; (k) neither of the TTX Entities has canceled or compromised any Indebtedness or amended, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to each such TTX Entity; (l) neither of the TTX Entities has made or committed to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or $50,000 in the aggregate; (m) neither of the TTX Entities has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any new competitor that has, to Indebtedness; (n) neither of the knowledge TTX Entities has granted any license or sublicense of any Shareholder, built, commenced rights under or with respect 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; orIntellectual Property Rights; (xiio) neither of the TTX Entities has instituted or settled any Proceeding; (p) from July 1, 2008, there has not been any dividends or other transaction distributions paid, partial redemption of loans, payments of any accounts receivable or event other similar amounts, or any intercompany payments from either TTX Entity to Seller; and (q) none of the Seller or the TTX Entities has agreed, committed, arranged or entered into or affecting the Company or any Subsidiary other than in the ordinary course of businessunderstanding to do anything, except for the acquisition as of the Danville Property and as applicable date, set forth in Schedule 5.18this Section 3.15.

Absence of Changes or Events. Since the date (a) Except as set forth in Section 3.12(a) of the Year-End Balance SheetsDisclosure Schedule, since April 30, 2010, there has not been:been any Network Material Adverse Effect. (ib) any material adverse change in the finan cial ▇▇▇ditionSince April 30, operations2010, 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 Network 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 been operated in the ordinary course of business in substantially the same manner as conducted prior to April 30, 2010, and obligations incurred Network has not, except as set forth in connection with the acquisition or improvement Section 3.12(b) of the Danville PropertyDisclosure Schedule: (i) amended the Network Charter or the Network Bylaws; (ii) declared, set aside or paid any dividend or made any other distribution on or in respect of any shares of Network Capital Stock; (iii) redeemed or otherwise acquired any shares of Network Capital Stock; (iv) issued, delivered, sold, granted, pledged or otherwise encumbered any shares of Network Capital Stock or any securities convertible or exchangeable into or exchangeable for any rights, warrants, “phantom” stock rights, stock appreciation rights, options or similar derivative securities to acquire, any shares of Network Common Stock; (v) (A) split, combined or reclassified any declaration shares of Network Capital Stock or payment engaged in a recapitalization, exchange of shares or similar transaction with respect to the Network Capital Stock, or (B) issued or authorized the issuance of any bonus other securities in respect of, in lieu of, or other extraordinary compensation to in substitution for, any employee shares of the Company or any SubsidiaryNetwork Capital Stock; (vi) (A) granted any hiringseverance, firingretention, reassignment bonus or termination pay or salary increase to any of its current or former employees, directors or officers, (B) entered into, amended or increased benefits payable under any severance or termination pay policies or employment or other change in agreements, (C) established, adopted or amended any key personnel bonus, profit sharing, pension, retirement, change-in-control, deferred compensation, compensation or other benefit plan or arrangement covering any of its current or former directors, officers or employees, or (D) increased or accelerated the Company vesting or payment of any Subsidiarycompensation, bonus or other benefits payable to any of its current or former directors, officers or employees; (vii) incurred any saleindebtedness for borrowed money or granted any guarantee in respect thereof; (viii) acquired by merging or consolidating with, transfer or other disposition by purchasing a substantial portion of the assets of, or agreement to sellby any other manner, transfer any business or any Person; (ix) sold, transferred, leased or otherwise dispose ofdisposed of any assets, except (A) the sale or disposal of obsolete or excess equipment, or (B) sales, transfers, leases or disposals in the ordinary course of business consistent with past practice; (x) canceled any material indebtedness (individually or in the aggregate) or waived any claims or rights of material value; (xi) paid, loaned or advanced any amount to, or sold, transferred or leased any assets to, or entered into any agreement or arrangement with, any Shareholder (other than the payment of the inventories or other assets or properties salary, advances and reimbursement of the Company or any Subsidiary, except expenses to employee Shareholders in the ordinary course of business); (viiixii) made any change in accounting methods, principles or practices, except as required by GAAP or Law; (xiii) accelerated the billing or issuance of invoices or the collection of accounts receivable, granted any discounts or delayed the payment of accounts payable and other liabilities outside the ordinary course of business consistent with past practice; (xiv) entered into any Contract (or series of related Contracts) outside the ordinary course of business providing for total payments by Network in excess of $10,000 or that is not terminable by Network by notice of not more than ninety (90) days for a cost of less than $10,000; (xv) amended any Tax Return entered into any material agreement or settlement with respect to Taxes, filed any amended Tax Return, surrendered any right to claim a refund of Taxes, or changed or modified, in any material respect, any method of reporting income, deductions or other items for Tax purposes; or (xvi) agreed, whether in writing or otherwise, to do any of the foregoing. (c) Since April 30, 2010, there has not occurred any event or occurrence resulting in damage, destruction or losses against the Company other casualty loss of $10,000 or more (whether or not covered by insurance) to 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 5.18Network’s assets.

Absence of Changes or Events. Since Except as set forth in Schedule ---------------------------- -------- 2.14 (or in the other disclosure schedules to this Agreement), since the date of ---- the Interim Balance Sheet, the business of the Company, the Subsidiary and the Liquor Affiliates has been conducted in the ordinary course consistent with past practice, and there has not been any change in the financial condition or results of operations of the Company, the Subsidiary and the Liquor Affiliates (other than changes relating to the economy in general or industry conditions), which would, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 2.14, since the date of the YearInterim Balance ------------- Sheet to the date hereof, none of the Company, the Subsidiary or the Liquor Affiliates has: (a) amended its Certificate of Incorporation or Bylaws or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock; (b) except as contemplated by this Agreement, issued, sold, purchased or redeemed, or entered into any binding contracts to issue, sell, purchase or redeem, any shares of its capital stock or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its capital stock; (c) entered into or amended any employment agreement (other than those terminated at will), entered into any agreement with any labor union or association representing any employee, or adopted, entered into or amended any Benefit Plan; (d) declared, set aside or paid any non-End Balance Sheetscash dividends or declared, there has not been:set aside or made any non-cash distributions of any kind to its stockholders (other than to the Company), or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (e) adopted a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company or the Subsidiary; (f) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by GAAP or made or changed any tax election adopted or changed any method of accounting (except as required by GAAP) or taken or omitted to take any other actions which action or omission would have had the effect of materially increasing the tax liability of the Company or the Subsidiary with respect to periods after the Closing; (g) revalued any portion of its assets, properties or businesses including any write-down of the value of inventory in excess of $50,000 or any write-off of notes or accounts receivable in excess of $50,000; (h) other than in contemplation of the transactions contemplated hereby, materially changed any of its advertising, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies; (i) made any material adverse change wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any employee with a title of "regional manager" (or any employee having a comparable or more senior title thereto), or made any "across the finan cial ▇▇▇ditionboard" wage or salary increase, operations, business, properties or pros pects of the Company and its Subsidiaries taken except as a whole;disclosed on Schedule 2.14; ------------- (iij) made any change in the authorized capital loan or outstanding securities advance to any of the Company or any Subsidiary; (iii) any capital stockits officers, bonds directors, employees, consultants, agents 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 representatives (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 than travel advances made in the ordinary course of business and obligations incurred in connection a manner consistent with the acquisition or improvement of the Danville Propertypast practice); (vk) made any declaration payment or payment binding commitment to pay severance or termination pay to any of any bonus its officers, directors, employees, consultants, agents 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 Subsidiaryrepresentatives, except pursuant to Benefit Plans currently in the ordinary course of business; (viii) any material damage, destruction place or losses against the Company consistent with past practices and disclosed on Schedule 2.14 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 on ------------- Schedule 5.18;2.13; ------------- (xi1) entered into any new competitor that haslease for real property; sold, to the knowledge abandoned or made any other disposition of any Shareholderof its material assets, built, commenced to build properties 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 businesses other than in the ordinary course of businessbusiness (other than as contemplated by this Agreement); granted or suffered any material Lien on any of its assets, except for properties or businesses other than in the acquisition ordinary course of the Danville Property and business (other than as contemplated by this Agreement); or entered into or amended any agreement set forth in on Schedule 5.18.2.10 to which it is a party or by or to which it ------------- or its assets, properties or businesses are bound or subject which agreement or amendment has had a Material Adverse Effect;