Common use of Absence of Material Adverse Change Clause in Contracts

Absence of Material Adverse Change. Except as expressly contemplated hereby and except as set forth on Schedule 2.7, since the Most Recent Financial Statements, the Company has conducted its business in the ordinary course of business consistent with past practice, and the Company has not: (a) redeemed or purchased, directly or indirectly, any Stock or declared, set aside or paid any dividends or distributions with respect to any Stock or any other security issued by it; (b) split, combined, altered any term of or reclassified the Stock, or issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or other securities issued by it; (c) incurred any Indebtedness or become liable as a guarantor for any amount in excess of $100,000 in the aggregate, except for Current Liabilities incurred in the ordinary course of business consistent with past practice; (d) discharged or satisfied any lien or encumbrance in excess of $100,000, other than in the ordinary course of business consistent with past practice; (e) mortgaged, pledged or subjected to any Lien any of its properties or assets, except (i) Liens securing obligations of less than $100,000 and (ii) Liens for current property taxes or assessments not yet due and payable with respect to which the Company maintains adequate reserves; (f) sold, leased, assigned or transferred any of its properties or assets or canceled without reasonable consideration any Indebtedness owing to or held by it, in each case except in the ordinary course of business consistent with past practice; (g) made or granted any bonus or any wage or salary increase to any current or former employee or group of employees, directors, leased employees, contractors or consultants (other than in the ordinary course of business in accordance with past practice, or as required pursuant to the terms of any existing Company Benefit Plans or any existing Collective Bargaining Agreement) or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement (other than as contemplated hereby, as required pursuant to the terms of any existing Collective Bargaining Agreement or as required by applicable law) or entered into, modified or supplemented any employment, severance, Collective Bargaining Agreement or termination agreement; (h) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (i) made any loans or advances to, or guarantees for the benefit of, any Person, including its affiliates (other than loans or advances made to employees in the ordinary course of business consistent with past practice); (j) entered into or materially modified any Material Contracts or waived any material rights or obligations thereunder, except in the ordinary course of business consistent with past practice; (k) entered into any other transaction or agreement requiring the Company to make aggregate payments in excess of $100,000, other than in the ordinary course of business consistent with past practice; (l) amended or modified any of its organizational documents; (m) suffered any material damage, destruction or loss with respect to any of its properties or assets, whether or not covered by insurance; (n) made any material changes in accounting practices; (o) made any material Tax election, changed its method of Tax accounting in any material respect or settled any material claim for Taxes; (p) experienced any labor dispute; (q) suffered any change that has had or would reasonably be expected to have a Material Adverse Effect; or (r) agreed or entered into any arrangement to do any of the foregoing.

Absence of Material Adverse Change. CONDUCT OF BUSINESS. Since March 31, 1999, there have been no material adverse changes in the financial condition, assets, liabilities, obligations, properties, business or prospects of WHFC or the BANK, taken as a whole; WHFC and the BANK have conducted business only in the ordinary and usual course; and WHFC and the BANK have not: (a) Except as expressly contemplated hereby for the WHFC STOCK OPTION AGREEMENT, authorized the creation or issuance of, issued, sold or disposed of, or created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities, or any obligation convertible into or exchangeable for, any shares of their capital stock; (b) Declared, set aside, paid or made any dividend or other distributions on their capital stock or directly or indirectly redeemed, purchased or acquired any shares thereof or entered into any agreement in respect of the foregoing; except a cash dividend paid by WHFC on May 24, 1999 in the amount of $0.11 per share and a cash dividend of $.12 per share declared by the Board of Directors on July 26, 1999; (c) Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (d) Amended their Articles of Incorporation, Constitution or Bylaws; (e) Purchased, sold, assigned or transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible asset or property; (f) Mortgaged, pledged or granted or suffered to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except as set forth on Schedule 2.7for liens for taxes not yet due and payable and such other liens, since the Most Recent Financial Statementsencumbrances or charges which do not materially adversely affect their financial position; (g) Cancelled any material debts or waived any material claims other than for adequate consideration; (h) Incurred any material obligation or liability (absolute or contingent), the Company has conducted its business including, without limitation, any tax liability, or paid any material liability or obligation (absolute or contingent) other than liabilities and obligations incurred or paid in the ordinary course of business and consistent with past practice, and the Company has not: (a) redeemed or purchased, directly or indirectly, any Stock or declared, set aside or paid any dividends or distributions with respect to any Stock or any other security issued by it; (b) split, combined, altered any term of or reclassified the Stock, or issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or other securities issued by it; (c) incurred any Indebtedness or become liable as a guarantor for any amount in excess of $100,000 in the aggregate, except for Current Liabilities liabilities incurred in connection with the ordinary course of business consistent with past practice; (d) discharged transaction, contemplated by this AGREEMENT or satisfied any lien or encumbrance in excess of $100,000, other than in the ordinary course of business consistent with past practice; (e) mortgaged, pledged or subjected to any Lien any of its properties or assets, except (i) Liens securing obligations of less than $100,000 and (ii) Liens for current property taxes or assessments not yet due and payable with respect to which the Company maintains adequate reserves; (f) sold, leased, assigned or transferred any of its properties or assets or canceled without reasonable consideration any Indebtedness owing to or held by it, in each case except in the ordinary course of business consistent with past practice; (g) made or granted any bonus or any wage or salary increase to any current or former employee or group of employees, directors, leased employees, contractors or consultants (other than in the ordinary course of business in accordance with past practice, or as required pursuant to the terms of any existing Company Benefit Plans or any existing Collective Bargaining Agreement) or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement (other than as contemplated hereby, as required pursuant to the terms of any existing Collective Bargaining Agreement or as required by applicable law) or entered into, modified or supplemented any employment, severance, Collective Bargaining Agreement or termination agreement; (h) made capital expenditures or commitments therefor that aggregate in excess of $100,000WHFC STOCK OPTION AGREEMENT; (i) made Experienced any loans or advances to, or guarantees for the benefit of, any Person, including its affiliates (other than loans or advances made to employees material change in the ordinary course amount or general composition of business consistent with past practice)their deposit liabilities; (j) entered Entered into or materially modified amended any Material Contracts employment contract with any of their employees, increased the compensation payable to any officer or waived director or any material rights relative of any such employee or obligations thereunderdirector, except in the ordinary course of business consistent with past practiceor become obligated to increase any such compensation; (k) entered into Adopted or amended in any other transaction material respect any employee benefit plan, severance plan or collective bargaining agreement requiring the Company to make aggregate payments in excess of $100,000, other than in the ordinary course of business or made any awards or distributions under any employee benefit plan not consistent with past practicepractice or custom; (l) amended or modified Incurred any of its organizational documents; (m) suffered any material damage, destruction or loss with respect to any of its properties or assetssimilar loss, whether or not covered by insurance, materially affecting their businesses or properties; (m) Acquired any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (n) Made any (i) material investment (except investments made in the ordinary course of business and consistent with past practice) or (ii) material capital expenditure or commitment for any material changes in accounting practices;addition to property, plant or equipment; or (o) made Agreed, whether in writing or otherwise, to take any material Tax election, changed its method of Tax accounting action described in any material respect or settled any material claim for Taxes; (p) experienced any labor dispute; (q) suffered any change that has had or would reasonably be expected to have a Material Adverse Effect; or (r) agreed or entered into any arrangement to do any of the foregoingthis Section 3.10.

Absence of Material Adverse Change. Except as expressly contemplated hereby and except as for the transactions set forth on Schedule 2.74.21: (i) Since the Relevant Fiscal Year End, none of the Globant Subsidiaries has conducted any activities other than in the ordinary course of business, consistent with past practice, and none of the Globant Subsidiaries has: i. materially changed its business policies or practices, including, without limitation, policies and practices with respect to advertising, marketing, pricing, purchasing and sales; ii. changed an annual accounting period or adopted or changed any accounting method; iii. sold, transferred, leased to others, or otherwise disposed of any asset that is material to its operation or the operation of another Globant Subsidiary (or committed to do any of the foregoing); iv. permitted any of its material assets to be subjected to any Lien; v. canceled, waived, released or otherwise compromised any debt or claim, or any right of significant value, except in the ordinary course of its business, consistent with prior practice; vi. made any bonus or profit sharing distribution; vii. increased or prepaid its indebtedness for borrowed money, or made any loan to any Person; viii. written down the value of any work in process, or written off as uncollectible any accounts receivable, which, individually or in the aggregate, is material to the Globant Subsidiaries as a whole; ix. otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; x. amended or terminated any contract that is material to its business; xi. renewed, extended or modified any lease of real property, or, except in the ordinary course of business, any lease of personal property; xii. adopted, amended or terminated any Plan; xiii. suffered any damage, destruction or loss (whether or not covered by insurance) which, individually or in the aggregate with all other such damages, destructions or losses suffered since the Most Recent Financial StatementsRelevant Fiscal Year End, constituted a Material Adverse Effect; xiv. incurred any debt for borrowed money or other liability, except in the Company ordinary course of its business, consistent with prior practice; or xv. agreed, whether or not in writing, to do any of the foregoing (except for transactions contemplated by this Agreement). (ii) Since the Relevant Fiscal Year End, each Globant Subsidiary has conducted its business in the ordinary course of business course, consistent with past practice, and it has not increased the Company has not: (a) redeemed compensation of any of its managers, officers, employees or purchasedagents, directly or indirectly, any Stock or declared, set aside or paid any dividends or distributions with respect to any Stock or any other security issued including by it; (b) split, combined, altered any term of or reclassified the Stock, or issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or other securities issued by it; (c) incurred any Indebtedness or become liable as a guarantor for any amount in excess of $100,000 in the aggregate, except for Current Liabilities incurred in the ordinary course of business consistent with past practice; (d) discharged or satisfied any lien or encumbrance in excess of $100,000, other than in the ordinary course of business consistent with past practice; (e) mortgaged, pledged or subjected to any Lien any of its properties or assets, except (i) Liens securing obligations of less than $100,000 and (ii) Liens for current property taxes or assessments not yet due and payable with respect to which the Company maintains adequate reserves; (f) sold, leased, assigned or transferred any of its properties or assets or canceled without reasonable consideration any Indebtedness owing to or held by it, in each case except in the ordinary course of business consistent with past practice; (g) made or granted any bonus or any wage or salary increase to any current or former employee or group of employees, directors, leased employees, contractors or consultants (other than in the ordinary course of business in accordance with past practice, or as required pursuant to the terms means of any existing Company Benefit Plans or any existing Collective Bargaining Agreement) or made or granted any increase in any employee benefit plan or arrangementpension plan, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement (other than as contemplated herebyprofit sharing, as required pursuant to the terms of any existing Collective Bargaining Agreement or as required by applicable law) or entered intodeferred compensation, modified or supplemented any employmentsavings, severanceinsurance, Collective Bargaining Agreement retirement, severance or termination agreement; (h) made capital expenditures agreement or commitments therefor that aggregate in excess of $100,000; (i) made any loans or advances to, or guarantees for the benefit of, any Person, including its affiliates (other than loans or advances made to employees in the ordinary course of business consistent with past practice); (j) entered into or materially modified any Material Contracts or waived any material rights or obligations thereunderplan, except in the ordinary course of business consistent with past practice;its prior practices. (kiii) entered into Other than the reimbursement of share premiums as disclosed in Schedule 4.5.(i), since the Relevant Fiscal Year End, none of the Globant Subsidiaries has changed its capitalization, declared any other transaction dividends for distribution or agreement requiring the Company made any distribution to make aggregate payments in excess of $100,000its respective shareholders or redeemed, other than in the ordinary course of business consistent with past practice; (l) amended purchased or modified otherwise acquired any of its organizational documents; (m) suffered equity interests or any material damageoption to acquire equity interests, destruction or loss with respect other right to purchase or acquire any of its properties or assets, whether or not covered by insurance; (n) made any material changes in accounting practices; (o) made any material Tax election, changed its method of Tax accounting in any material respect or settled any material claim for Taxes; (p) experienced any labor dispute; (q) suffered any change that has had or would reasonably be expected to have a Material Adverse Effect; or (r) agreed or entered into any arrangement to do any of the foregoingequity interests.

Absence of Material Adverse Change. Except Since the Latest Balance Sheet Date, except as expressly specifically contemplated hereby and except by this Agreement or as set forth on Schedule 2.72.10, since there has not been: (a) any material adverse change in the Most Recent Financial Statementscondition (financial or otherwise), results of operations, business, prospects, assets or Liabilities of the Company has conducted or with respect to the manner in which the Company conducts its business or operations; (b) any payment or transfer of assets (including without limitation any dividend, stock repurchase or other distribution and any repayment of indebtedness) to any stockholder; (c) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any agreement that is material to the Company; (d) any material theft, damage, destruction, casualty loss, condemnation or eminent domain proceeding affecting the Company's assets, whether or not covered by insurance; (e) any sale, assignment or transfer of any of the assets of the Company, except in the ordinary course of business and consistent with past practice, and practices; (f) any waiver by the Company has not: of any material rights related to the Company's business, operations or assets; (ag) redeemed or purchasedissued any stock, directly or indirectly, any Stock or declared, set aside or paid any dividends or distributions with respect to any Stock or any other security issued by it; (b) split, combined, altered any term of or reclassified the Stock, or issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or other securities issued by it; corporate securities; (ch) borrowed or refinanced any amount or incurred any Indebtedness or become liable as a guarantor for any amount in excess of $100,000 in the aggregatematerial Liabilities, except for Current Liabilities other than revolving credit facility borrowings and trade payables incurred in the ordinary course of business consistent with past practice; practices; (d) discharged or satisfied any lien or encumbrance in excess of $100,000, other than in the ordinary course of business consistent with past practice; (ei) mortgaged, pledged or subjected to any Lien lien any of its properties or assets, except (i) Liens securing obligations of less tangible or intangible, other than $100,000 and (ii) Liens liens for current real property taxes or assessments not yet due and payable with respect to which the Company maintains adequate reserves; payable; (fj) sold, leased, assigned or transferred any intellectual property rights or other intangible assets; (k) made any material increase in the compensation (including, without limitation, the rate of commissions) payable to, or any payment of a material cash bonus to any director, officer, employee of, or consultant or agent to, the Company or any of its properties subsidiaries or assets or canceled without reasonable consideration any Indebtedness owing to or held by it, in each case except other material change in the ordinary course of business consistent with past practice; (g) made terms or granted any bonus or any wage or salary increase to any current or former employee or group of employees, directors, leased employees, contractors or consultants (other than in the ordinary course of business in accordance with past practice, or as required pursuant to the terms conditions of any existing Company Benefit Plans employment relationship; (l) announced any plan or any existing Collective Bargaining Agreement) or made or granted any increase in legally binding commitment to create any employee benefit plan plan, program or arrangement, ; (m) eliminated the vesting conditions or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement (other than as contemplated hereby, as required pursuant to otherwise accelerated the terms payment of any existing Collective Bargaining Agreement or as required by applicable law) or entered into, modified or supplemented any employment, severance, Collective Bargaining Agreement or termination agreement; (h) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (i) made any loans or advances to, or guarantees for the benefit of, any Personcompensation, including its affiliates any stock options; (n) any other than loans transaction, agreement or advances made to employees in the ordinary course of business consistent with past practice); (j) commitment entered into by the Company affecting the Company's business, operations or materially modified any Material Contracts or waived any material rights or obligations thereunderassets, except in the ordinary course of business and consistent with past practice; practices; or (ko) except in connection with this Agreement and the transactions contemplated hereby, entered into any other transaction agreement, letter of intent or agreement requiring the Company similar undertaking to make aggregate payments in excess of $100,000, other than in the ordinary course of business consistent with past practice; (l) amended or modified take any of its organizational documents; the actions listed in clauses (ma) suffered any material damage, destruction or loss with respect to any of its properties or assets, whether or not covered by insurance; (n) made any material changes in accounting practices; through (o) made any material Tax election, changed its method of Tax accounting in any material respect or settled any material claim for Taxes; (p) experienced any labor dispute; (q) suffered any change that has had or would reasonably be expected to have a Material Adverse Effect; or (r) agreed or entered into any arrangement to do any of the foregoingabove.

Absence of Material Adverse Change. Except Since the Latest Balance Sheet Date, except as expressly contemplated hereby and except by this Agreement or as set forth on Schedule 2.73.13, since the Most Recent Financial Statements, the Company there has conducted its business in the ordinary course of business consistent with past practice, and the Company has not: not been (a) redeemed any change, event or purchasedother condition that could reasonably be expected to result in a Material Adverse Effect; (b) any declaration, directly setting aside, or indirectly, any Stock or declared, set aside or paid payment of any dividends or distributions with in respect of any securities of the Company (other than cash dividends or distributions that will have been paid to any Stock the Stockholders, on a pro rata basis, prior to Closing and will be given effect to on the Estimated Balance Sheet) or any other security issued by it; (b) splitredemption, combined, altered any term of or reclassified the Stockpurchase, or issued, sold or transferred other acquisition by the Company of any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or other securities issued by it; ; (c) incurred any Indebtedness payment or become liable as a guarantor transfer of assets (including without limitation any distribution or any repayment of indebtedness) to or for the benefit of any amount security holder of the Company (other than cash dividends or distributions that will have been paid to the Stockholders, pro rata, in excess of $100,000 proportion to their respective shares in the aggregate, except for Current Liabilities incurred in Company prior to the ordinary course of business consistent with past practice; Closing and will be given effect to on the Estimated Balance Sheet); (d) discharged any revaluation by the Company of any of its assets, including, without limitation, the writing [*] Indicates confidential text omitted and filed separately with the Securities and Exchange Commission. down or satisfied any lien off of notes or encumbrance in excess of $100,000accounts receivable, other than in the ordinary course Ordinary Course of business consistent with past practice; Business; (e) mortgagedany entry by the Company into any commitment or transaction material to the Company, pledged including, without limitation, incurring or subjected agreeing to incur capital expenditures in excess of $25,000, individually or in the aggregate; (f) any Lien increase in indebtedness for borrowed money other than working capital borrowing in the Ordinary Course of Business; (g) any breach or default (or event that with notice or lapse of time could constitute a breach or default), termination, or threatened termination under any Material Agreement, Government Contract or Government Subcontract by the Company, or, to the Sellers’ Knowledge, by any third party; (h) any change by the Company in its properties accounting methods, principles, or practices; (i) any increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or other employee benefit plan, or any increase in the compensation payable or to become payable to directors, officers, employees, or consultants of the Company other than bonuses and salary increases to employees other than the Stockholders in the Ordinary Course of Business; (j) the termination of employment (whether voluntary or involuntary) of any officer or Key Employee of the Company or the termination of employment (whether voluntary or involuntary) of employees of the Company materially in excess of historical attrition in personnel; (k) any material theft, condemnation, or eminent domain proceeding or any material damage, destruction, or casualty loss affecting any asset used in the business of the Company not adequately covered by insurance; (l) any sale, assignment, or transfer of any Material Asset or any provision of services that are not provided in the Ordinary Course of Business; (m) any waiver by the Company or the Stockholders of any material rights related to the Company’s business, operations, or assets; (n) any other transaction, agreement or commitment entered into or affecting the Company’s business, operations, or assets, except (i) Liens securing obligations of less than $100,000 and (ii) Liens for current property taxes or assessments not yet due and payable with respect to which the Company maintains adequate reserves; (f) sold, leased, assigned or transferred any of its properties or assets or canceled without reasonable consideration any Indebtedness owing to or held by it, in each case except in the ordinary course Ordinary Course of business consistent with past practice; (g) made Business; or granted any bonus or any wage or salary increase to any current or former employee or group of employees, directors, leased employees, contractors or consultants (other than in the ordinary course of business in accordance with past practice, or as required pursuant to the terms of any existing Company Benefit Plans or any existing Collective Bargaining Agreement) or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement (other than as contemplated hereby, as required pursuant to the terms of any existing Collective Bargaining Agreement or as required by applicable law) or entered into, modified or supplemented any employment, severance, Collective Bargaining Agreement or termination agreement; (h) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (i) made any loans or advances to, or guarantees for the benefit of, any Person, including its affiliates (other than loans or advances made to employees in the ordinary course of business consistent with past practice); (j) entered into or materially modified any Material Contracts or waived any material rights or obligations thereunder, except in the ordinary course of business consistent with past practice; (k) entered into any other transaction or agreement requiring the Company to make aggregate payments in excess of $100,000, other than in the ordinary course of business consistent with past practice; (l) amended or modified any of its organizational documents; (m) suffered any material damage, destruction or loss with respect to any of its properties or assets, whether or not covered by insurance; (n) made any material changes in accounting practices; (o) made any material Tax election, changed its method of Tax accounting in any material respect agreement or settled any material claim for Taxes; (p) experienced any labor dispute; (q) suffered any change that has had or would reasonably be expected to have a Material Adverse Effect; or (r) agreed or entered into any arrangement understanding to do or resulting in any of the foregoing.

Absence of Material Adverse Change. Except as expressly contemplated hereby and except as set forth on Schedule 2.7, since the Most Recent Financial Statements, the Company has conducted its business in the ordinary course of business consistent with past practice, and the Company has not: (a) redeemed or purchased, directly or indirectly, any Stock or declared, set aside or paid any dividends or distributions with respect to any Stock or any other security issued by it; (b) split, combined, altered any term of or reclassified the Stock, or issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or other securities issued by it; (c) incurred any Indebtedness or become liable as a guarantor for any amount in excess of $100,000 in the aggregate, except for Current Liabilities incurred in the ordinary course of business consistent with past practice; (d) discharged or satisfied any lien or encumbrance in excess of $100,000, other than in the ordinary course of business consistent with past practice; (e) mortgaged, pledged or subjected to any Lien any of its properties or assets, except (i) Liens securing obligations of less than $100,000 and (ii) Liens for current property taxes or assessments not yet due and payable with respect to which the Company maintains adequate reserves; (f) sold, leased, assigned or transferred any of its properties or assets assets, or canceled without reasonable consideration any Indebtedness owing to or held by it, in each case except in the ordinary course of business consistent with past practice; (g) made or granted any bonus or any wage or salary increase to any current or former employee or group of employees, directors, leased employees, contractors or consultants (other than in the ordinary course of business in accordance with past practice, or as required pursuant to the terms of any existing Company Benefit Plans or any existing Collective Bargaining Agreement) or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement (other than as contemplated hereby, as required pursuant to the terms of any existing Collective Bargaining Agreement or as required by applicable law) or entered into, modified or supplemented any employment, severance, Collective Bargaining Agreement or termination agreement; (h) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (i) made any loans or advances to, or guarantees for the benefit of, any Person, including its affiliates (other than loans or advances made to employees in the ordinary course of business consistent with past practice); (j) entered into or materially modified any Material Contracts or waived any material rights or obligations thereunder, except in the ordinary course of business consistent with past practice; (k) entered into any other transaction or agreement requiring the Company to make aggregate payments in excess of $100,000, other than in the ordinary course of business consistent with past practice; (l) amended or modified any of its organizational documents; (m) suffered any material damage, destruction or loss with respect to any of its properties or assets, whether or not covered by insurance; (n) made any material changes in accounting practices; (o) made any material Tax election, changed its method of Tax accounting in any material respect or settled any material claim for Taxes; (p) experienced any labor dispute; (q) suffered any change that has had or would reasonably be expected to have a Material Adverse Effect; or (r) agreed or entered into any arrangement to do any of the foregoing.

Absence of Material Adverse Change. Except as a result of the execution and delivery of this Agreement or as expressly contemplated hereby and except as set forth on Schedule 2.7from July 1, since 2005 to the Most Recent Financial Statementsdate of this Agreement, the Company Quantum has conducted its business in all material respects in the ordinary course of business consistent with past practicecourse, and the Company Quantum has not or will have not: (ai) redeemed or purchased, directly or indirectly, any Stock shares of its capital stock or declared, set aside declared or paid any dividends or distributions with respect to any Stock or any other security issued by itshares of its capital stock; (bii) split, combined, altered any term of or reclassified the Stock, or issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or other securities issued by it; (ciii) incurred any Indebtedness borrowed or become liable as a guarantor for any amount in excess of $100,000 500,000 in the aggregate, except for Current Liabilities current liabilities incurred in the ordinary course of business consistent with past practiceand liabilities under contracts entered into in the ordinary course of business; (div) discharged or satisfied any lien or encumbrance in excess of $100,000500,000, other than in the ordinary course of business consistent with past practicebusiness; (ev) mortgaged, pledged or subjected to any Lien lien, charge or any other encumbrance in excess of $100,000 any of its properties or assets, except (i) Liens securing obligations of less than $100,000 and (ii) Liens liens for current property taxes or assessments not yet due and payable with respect to which and those arising in the Company maintains adequate reservesordinary course of business; (fvi) sold, leased, assigned or transferred any of its properties or assets material tangible assets, except in the ordinary course of business, or canceled without reasonable consideration any Indebtedness material debts owing to or held by it, in each case except in the ordinary course of business consistent with past practice; (gvii) made or granted any bonus or any wage or salary increase to any current or former employee or group of employees, directors, leased employees, contractors or consultants employees (other than in the ordinary course of business in accordance with past practice, or as required pursuant to the terms of any existing Company Benefit Plans or any existing Collective Bargaining Agreement(as defined below)) or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement (other than as contemplated hereby, as required pursuant to the terms of any existing Collective Bargaining Agreement or as required by applicable law) or entered into, modified or supplemented any employment, severance, Collective Bargaining Agreement or termination agreementarrangement; (h) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (iviii) made any loans or advances to, or guarantees for the benefit of, any Person, including Seller and its affiliates Subsidiaries (other than loans or (A) advances made to employees for travel or other employment related expenses in the ordinary course and (B) loans to Seller or any of business consistent with past practiceits Affiliates as a result of transfers of cash balances from Quantum’s account to the accounts of Seller or any Affiliate of Seller); (j) entered into or materially modified any Material Contracts or waived any material rights or obligations thereunder, except in the ordinary course of business consistent with past practice; (kix) entered into any other transaction or agreement (other than ordinary course purchase orders) requiring the Company Quantum to make aggregate payments in excess of $100,000, 250,000 other than in the ordinary course of business consistent with past practice; (l) amended or modified any of its organizational documents; (m) suffered any material damage, destruction or loss with respect to any of its properties or assets, whether or not covered by insurance; (n) made any material changes in accounting practices; (o) made any material Tax election, changed its method of Tax accounting in any material respect or settled any material claim for Taxes; (p) experienced any labor dispute; (q) suffered any change that has had or would reasonably be expected to have a Material Adverse Effectbusiness; or (rx) agreed or entered into suffered any arrangement to do any of the foregoingMaterial Adverse Effect.

Absence of Material Adverse Change. Except CONDUCT OF BUSINESS. Since March 31, 1997, there have been no material adverse changes in the financial condition, assets, liabilities, obligations, properties, business or prospects of GFBC or GERMANTOWN, taken as expressly contemplated hereby a whole; GFBC and GERMANTOWN have conducted business only in the ordinary and usual course; and GFBC and GERMANTOWN have not: (a) Authorized the creation or issuance of, issued, sold or disposed of, or created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities, or any obligation convertible into or exchangeable for, any shares of their capital stock; (b) Declared, set aside, paid or made any dividend or other distributions on their capital stock or directly or indirectly redeemed, purchased or acquired any shares thereof or entered into any agreement in respect of the foregoing; except as set forth a cash dividend paid by GFBC on Schedule 2.7May 15, since 1997 in the Most Recent Financial Statementsamount of $0.12 per share; (c) Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (d) Amended their Certificate of Incorporation, Charter or Bylaws; (e) Purchased, sold, assigned or transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible asset or property; (f) Mortgaged, pledged or granted or suffered to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet due and payable and such other liens, encumbrances or charges which do not materially adversely affect their financial position; (g) Cancelled any material debts or waived any material claims other than for adequate consideration; (h) Incurred any material obligation or liability (absolute or contingent), including, without limitation, any tax liability or any liability for borrowings from the Company has conducted its business FHLB, or paid any material liability or obligation (absolute or contingent) other than liabilities and obligations incurred or paid in the ordinary course of business consistent with past practice, and the Company has not: (a) redeemed or purchased, directly or indirectly, any Stock or declared, set aside or paid any dividends or distributions with respect to any Stock or any other security issued by it; (b) split, combined, altered any term of or reclassified the Stock, or issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or other securities issued by it; (c) incurred any Indebtedness or become liable as a guarantor for any amount in excess of $100,000 in the aggregate, except for Current Liabilities incurred in the ordinary course of business consistent with past practice; (di) discharged or satisfied Experienced any lien or encumbrance in excess of $100,000, other than material change in the ordinary course amount or general composition of business consistent with past practice; (e) mortgaged, pledged or subjected to any Lien any of its properties or assets, except (i) Liens securing obligations of less than $100,000 and (ii) Liens for current property taxes or assessments not yet due and payable with respect to which the Company maintains adequate reserves; (f) sold, leased, assigned or transferred any of its properties or assets or canceled without reasonable consideration any Indebtedness owing to or held by it, in each case except in the ordinary course of business consistent with past practice; (g) made or granted any bonus or any wage or salary increase to any current or former employee or group of employees, directors, leased employees, contractors or consultants (other than in the ordinary course of business in accordance with past practice, or as required pursuant to the terms of any existing Company Benefit Plans or any existing Collective Bargaining Agreement) or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement (other than as contemplated hereby, as required pursuant to the terms of any existing Collective Bargaining Agreement or as required by applicable law) or entered into, modified or supplemented any employment, severance, Collective Bargaining Agreement or termination agreement; (h) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (i) made any loans or advances to, or guarantees for the benefit of, any Person, including its affiliates (other than loans or advances made to employees in the ordinary course of business consistent with past practice)their deposit liabilities; (j) entered Entered into or materially modified amended any Material Contracts employment contract with any of their employees, increased the compensation payable to any officer or waived director or any material rights relative of any such employee or obligations thereunderdirector, or become obligated to increase any such compensation, except as set forth in the ordinary course of business consistent with past practiceDISCLOSURE SCHEDULE; (k) entered into Adopted or amended in any other transaction material respect any employee benefit plan, severance plan or collective bargaining agreement requiring the Company to make aggregate payments in excess of $100,000, other than in the ordinary course of business or made any awards or distributions under any employee benefit plan not consistent with past practicepractice or custom; (l) amended or modified Incurred any of its organizational documents; (m) suffered any material damage, destruction or loss with respect to any of its properties or assetssimilar loss, whether or not covered by insurance, materially affecting their businesses or properties, except as set forth in the DISCLOSURE SCHEDULE; (m) Acquired any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (n) Made any (i) material investment (except investments made in the ordinary course of business and consistent with past practice) or (ii) material capital expenditure or commitment for any material changes in accounting practices;addition to property, plant or equipment; or (o) made Agreed, whether in writing or otherwise, to take any material Tax election, changed its method of Tax accounting action described in any material respect or settled any material claim for Taxes; (p) experienced any labor dispute; (q) suffered any change that has had or would reasonably be expected to have a Material Adverse Effect; or (r) agreed or entered into any arrangement to do any of the foregoingthis Section 3.10.

Absence of Material Adverse Change. Except CONDUCT OF BUSINESS. Since March 31, 2001: there have been no material adverse changes in the assets, liabilities, business, operations, condition (financial or otherwise) or prospects of CFKY or the Bank, taken as expressly contemplated hereby a whole; CFKY and the Bank have conducted business only in the ordinary and usual course; and CFKY and the Bank have not: (a) Authorized the creation or issuance of, issued, sold or disposed of, or created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities, or any obligation convertible into or exchangeable for, any shares of their capital stock; (b) Declared, set aside, paid or made any dividend or other distributions on their capital stock or directly or indirectly redeemed, purchased or acquired any shares thereof or entered into any agreement in respect of the foregoing, except as set forth a cash dividend paid by CFKY on Schedule 2.7May 11, since 2001 in the Most Recent Financial Statementsamount of $.07 per share; (c) Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (d) Amended their Articles of Incorporation, Code of Regulations, Charter or Bylaws; (e) Purchased, sold, assigned or transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible asset or property; (f) Mortgaged, pledged or granted or suffered to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet due and payable and such other liens, encumbrances or charges which do not materially adversely affect their financial position; (g) Cancelled any material debts or waived any material claims other than for adequate consideration; (h) Incurred any material obligation or liability (absolute or contingent), including, without limitation, any tax liability or any liability for borrowings from the Company has conducted its business FHLB, or paid any material liability or obligation (absolute or contingent) other than liabilities and obligations incurred or paid in the ordinary course of business consistent with past practice, and the Company has not: (a) redeemed or purchased, directly or indirectly, any Stock or declared, set aside or paid any dividends or distributions with respect to any Stock or any other security issued by it; (b) split, combined, altered any term of or reclassified the Stock, or issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or other securities issued by it; (c) incurred any Indebtedness or become liable as a guarantor for any amount in excess of $100,000 in the aggregate, except for Current Liabilities incurred in the ordinary course of business consistent with past practice; (di) discharged Experienced any material change in the amount or satisfied general composition of the Bank's deposit liabilities; (j) Entered into or amended any lien employment contract with any of their employees, increased the compensation payable to any officer or encumbrance director or any relative of any such employee or director, or become obligated to increase any such compensation; (k) Except as set forth in excess Section 3.10(k) of $100,000the CFKY Disclosure Schedule, adopted or amended in any material respect any employee benefit plan, severance plan or collective bargaining agreement, made any awards or distributions under any employee benefit plan or made any contributions to any employee benefit plan not consistent with past practice or custom; (l) Incurred any damage, destruction or similar loss, whether or not covered by insurance, materially affecting their businesses or properties; (m) Acquired any stock or other than equity interest in any corporation, partnership, trust, joint venture or other entity; (n) Made any material investment (except investments made in the ordinary course of business consistent with past practice; (e) mortgaged, pledged or subjected to any Lien any of its properties or assets, except (i) Liens securing obligations of less than $100,000 and (ii) Liens for current property taxes or assessments not yet due and payable with respect to which the Company maintains adequate reserves; (f) sold, leased, assigned or transferred any of its properties or assets or canceled without reasonable consideration any Indebtedness owing to or held by it, in each case except in the ordinary course of business consistent with past practice; (g) made or granted any bonus or any wage or salary increase to any current or former employee or group of employees, directors, leased employees, contractors or consultants (other than in the ordinary course of business in accordance with past practice, or as required pursuant to the terms of any existing Company Benefit Plans or any existing Collective Bargaining Agreement) or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement (other than as contemplated hereby, as required pursuant to the terms of any existing Collective Bargaining Agreement or as required by applicable law) or entered into, modified or supplemented any employment, severance, Collective Bargaining Agreement or termination agreement; (h) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (i) made any loans or advances to, or guarantees for the benefit of, any Person, including its affiliates (other than loans or advances made to employees in the ordinary course of business consistent with past practice); (jo) entered into or materially modified any Material Contracts or waived Made any material rights capital expenditure or obligations thereunder, except in the ordinary course of business consistent with past practice; (k) entered into any other transaction or agreement requiring the Company to make aggregate payments in excess of $100,000, other than in the ordinary course of business consistent with past practice; (l) amended or modified any of its organizational documents; (m) suffered commitment for any material damageaddition to property, destruction plant or loss with respect to any of its properties or assets, whether or not covered by insurance; (n) made any material changes in accounting practices; (o) made any material Tax election, changed its method of Tax accounting in any material respect or settled any material claim for Taxes;equipment; or (p) experienced Agreed, whether in writing or otherwise, to take any labor dispute; (q) suffered any change that has had or would reasonably be expected to have a Material Adverse Effect; or (r) agreed or entered into any arrangement to do any of the foregoingaction described in this Section 3.10.

Absence of Material Adverse Change. Except as expressly contemplated hereby and except (i) as set forth on Section 2.7 of the O-I Disclosure Schedule 2.7and (ii) for the consummation of the Corporate Restructuring, since the Most Recent Financial StatementsDecember 31, 2003, the Company has and each of its Subsidiaries have conducted its business and operated the Business in the ordinary course of business consistent with past practice, and none of the Company has notor any of its Subsidiaries has: (a) redeemed redeemed, purchased or purchasedotherwise acquired, directly or indirectly, any Stock or other Capital Stock of the Company or any of its Subsidiaries or declared, set aside for payment or paid any dividends or other distributions (whether Cash, Capital Stock or property) with respect to any Stock or any other security issued by itof their Capital Stock; (b) split, combined, altered any term of or reclassified the Stock, or issued, sold or transferred any of its equity securitiesCapital Stock, securities convertible into its equity securities Capital Stock or warrants, options or other rights to acquire its equity securitiesCapital Stock, or any bonds or other securities issued by it; (c) incurred any Indebtedness borrowed or become liable as a guarantor for any amount in excess of $100,000 1,000,000 in the aggregate, except for Current Liabilities current liabilities incurred in the ordinary course of business consistent with past practice and liabilities under contracts entered into in the ordinary course of business consistent with past practice; (d) paid, discharged or satisfied any lien or encumbrance Lien in excess of $100,0001,000,000, other than in the ordinary course of business consistent with past practice; (e) mortgaged, pledged or subjected to any Lien in excess of $1,000,000 any of its properties or assets, except (i) Liens securing obligations of less than $100,000 and (ii) Liens for current property taxes Taxes or assessments not yet due and payable and those arising in the ordinary course of business consistent with respect to which the Company maintains adequate reservespast practice; (f) sold, leased, assigned or transferred any of its properties or assets or canceled without reasonable consideration any Indebtedness owing to or held by itmaterial assets, in each case except in the ordinary course of business consistent with past practice, or canceled without adequate consideration any material debts owing to or held by it; (g) made or granted any bonus or any wage or salary increase to any current or former employee or group of employees, directors, leased employees, contractors or consultants employees (other than in the ordinary course of business in accordance consistent with past practice, or as required pursuant to the terms of any existing Company Benefit Plans Employee Plan (as defined below) or any existing Collective Bargaining AgreementAgreement (as defined below)) or made or granted any increase in any employee benefit plan benefits (other than in the ordinary course of business consistent with past practice, or arrangementas required pursuant to the terms of any existing Employee Plan or any existing Collective Bargaining Agreement), or amended or terminated any existing employee benefit plan or arrangement Employee Plan or adopted any new employee benefit plan or arrangement Employee Plan (other than as contemplated hereby, as required pursuant to the terms of any existing Collective Bargaining Agreement or as required by applicable law) or entered into, modified or supplemented any employment, severance, Collective Bargaining Agreement or termination agreementLaw); (h) other than as reflected in the Company's 2003 capital budget or 2004 Budget or for departures or substitutions made to such capital budgets in the ordinary course of business consistent with past practice, made any capital expenditures or commitments therefor that individually in excess of $1,000,000 or in the aggregate in excess of $100,0005,000,000; (i) made any loans or advances to, or sold, transferred or leased any properties or assets to, or guarantees for the benefit of, any Person, including its affiliates officers or directors or any of its Affiliates, in excess of $250,000 individually or $1,000,000 in the aggregate (other than loans or advances made to employees in the ordinary course of business consistent with past practicepractice and not exceeding $25,000 individually and $250,000 in the aggregate and other than loans pursuant to the Company's 401(k) plan in accordance with the terms thereof); (j) entered into or materially modified any Company Material Contracts Contract (as defined below), Lease (as defined below) or IP Contract in any material respect or waived any material rights or obligations thereunderthereunder or terminated or consented to the termination of any Company Material Contract, Lease or IP Contract prior to the stated termination or expiration date thereof, except in the ordinary course of business consistent with past practice; (k) entered into any other transaction or agreement requiring the Company or any of its Subsidiaries to make aggregate annual payments in excess of $1,500,000 or aggregate payments in excess of $100,0004,000,000; (l) written down the value of any (i) inventory (including write-downs by reason of shrinkage or xxxx-down) or (ii) written off as uncollectable any notes or accounts receivable, except in the case of each of clause (i) and (ii), for write-downs and write-offs in the ordinary course of business consistent with past practice and not exceeding in the aggregate $1,000,000; (m) disposed of or permitted to lapse any rights to the use of any material Intellectual Property (as defined below) except for non-exclusive licenses and other dispositions in the ordinary course of business consistent with past practice, or disclosed to any Person other than representatives of Buyer any material trade secret relating to the Business (including any material confidential information, financing and marketing information, technology, know-how, inventions, proprietary processes, formulae, algorithms, models and methodologies) except pursuant to a non-disclosure agreement or obligation of confidentiality; (n) suffered any damage, destruction or loss, whether or not covered by insurance, which has had any material adverse change in the financial condition, business or results of operations, assets or operations of the Company and its Subsidiaries and the Business, taken as a whole; (o) merged or consolidated with or acquired substantially all or a material part of the assets of, or entered into a transaction with a Variable Interest Entity (as defined in FASB Interpretation No. 46), or otherwise acquired any business of, any Person; (p) except as may otherwise be required by applicable Law or by GAAP, (i) made any change in any method of accounting or accounting practices, including for financial or Tax purposes or (ii) made or revoked any Tax election, except in the ordinary course of business; (q) cancelled, waived or made any settlement, release, assignment or compromise relating to or affecting any action, suit, proceeding, claim, arbitration or litigation with a value in excess of $1,000,000 individually or in the aggregate; (r) suffered any damage, destruction or loss (whether or not covered by insurance) with respect to any of its properties or assets in excess of $1,000,000; (s) made any material revaluation of any assets of the Company or any of its Subsidiaries; (t) made any request or demand to any Person to pay any amounts under or in respect of any accounts receivable of the Company or any of its Subsidiaries prior to the stated maturity thereof, or any factoring or other disposition of any accounts receivable of the Company or any of its Subsidiaries, in each case, except in the ordinary course of business consistent with past practice, or made any discharge or forgiveness of any obligations of any obligor thereunder; (u) deferred or delayed the payment of accounts payable of the Company or any of its Subsidiaries beyond the stated maturity thereof, other than in the ordinary course of business consistent with past practice; (lv) amended adopted any plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or modified other reorganization of the Company or any of its organizational documentsSubsidiaries; (mw) suffered a Material Adverse Effect nor has there been any material damageevent, destruction occurrence or loss with respect to any of its properties development that would, individually or assetsin the aggregate, whether or not covered by insurance; (n) made any material changes in accounting practices; (o) made any material Tax election, changed its method of Tax accounting in any material respect or settled any material claim for Taxes; (p) experienced any labor dispute; (q) suffered any change that has had or would reasonably be expected to have a Material Adverse Effect; or (rx) agreed agreed, whether in writing or entered into any arrangement otherwise, committed or arranged to do take any of the foregoingactions described in this Section 2.7.