There shall not have been any material adverse change in Cosmos’s business, condition, assets, liabilities, operations or financial performance since the date of this Agreement.

No Material Adverse Change. Except as otherwise disclosed in the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has been no material adverse change or effect, or any development that would be reasonably expected to result in a material adverse change or effect, in # the condition (financial or otherwise), business, properties, operations, results of operations or management, whether or not arising in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or # the ability of the Company to consummate the transactions contemplated by this Agreement or perform its obligations hereunder (any such change being referred to herein as a “Material Adverse Change”). Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, # except as described in the Registration Statement and the Prospectus with respect to the transactions contemplated by this Agreement, neither the Company nor any of its subsidiaries has incurred any material liability or obligation, whether indirect, direct or contingent, including without limitation any losses or interference with their business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree (whether domestic or foreign), that is material, individually or in the aggregate, to the Company and its subsidiaries, considered as one entity, or entered into any material transaction not in the ordinary course of business; # neither the Company nor any of its subsidiaries has declared, paid or otherwise made any dividend or distribution of any kind on any class of its capital stock; and # there has not been any material change in the capital stock, short-term debt or long-term debt of the Company or any of its subsidiaries, except as disclosed or as contemplated in the Registration Statement and the Prospectus.

No Material Adverse Change. There shall not have occurred a material adverse change since December 31, 2010 in the business, operations, property or financial condition of the Parent Borrower and its Subsidiaries, taken as a whole.

No Material Adverse Change. Since December 21, 2018, there shall have been no material adverse change in Metwood Virginia or the operations or financial condition of Metwood Virginia taken as a whole, and MTWD shall not know of any such change which is pending or contemplated, nor shall there have been any damage, destruction or loss materially adversely affecting Metwood Virginia or its operations or financial condition taken as a whole.

No Material Adverse Change. There shall have been no material adverse effect on the Company’s business operations or prospects since December 31, 2016.

SECTION # Conditions to Obligations of ​ The obligation of Cafesa to effect the Acquisition is further subject to satisfaction or waiver of the following conditions:

SECTION # Frustration of Closing Conditions. Neither Cafesa nor JKDG may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party's failure to use commercially reasonable best efforts to consummate the Acquisition and the other transactions contemplated by this Agreement. Any term, condition or provision of the closing conditions may be waived which shall not affect the validity of the Acquisition.

No Material Adverse Change. No circumstance, event or condition shall have occurred or be existing which would reasonably be expected to have a Material Adverse Change.

No Material Adverse Change. Except as otherwise disclosed in the Public Filings (excluding forward-looking disclosures contained in “Risk Factors” and “Forward-Looking Statements” or other similar sections thereof that disclose forward-looking information), since January 1, 2024, # there has been no Material Adverse Effect; # the Company Group, considered as one enterprise, have not # incurred any material liability or obligation, indirect, direct or contingent, or # entered into any material transaction or agreement, not in the ordinary course of business; # except for regular quarterly dividends on the Common Stock, in amounts per share that are consistent with past practice, there has been no cash dividend or distribution of any kind declared, paid or made by the Company Group on any class of capital stock or other equity interests; and # the Company Group have not issued or sold any shares of capital stock or other equity interests or any Convertible Securities, other than the Purchase Securities. Since January 1, 2024, the business of the Company Group has been conducted in the ordinary course of business in all material respects.

Approvals. The issuance by the Company of authorized and unissued shares or reacquired shares under this Agreement is subject to the approval of the Oregon Public Utility Commission and the Washington Utilities and Transportation Commission, but no such approvals shall be required for the purchase of shares on the open market for delivery to Recipient in satisfaction of its obligations under this Agreement. The obligations of the Company under this Agreement are otherwise subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the award under this Agreement. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Common Stock under this Agreement if such issuance or delivery would violate applicable state or federal law.