Common use of Absence of Changes; No Undisclosed Liabilities Clause in Contracts

Absence of Changes; No Undisclosed Liabilities. Except ---------------------------------------------- as disclosed in its Form 10-K for the year end December 31, 2007 filed March 25, 2008, since December 31, 2007, CREH has not incurred any liability material to CREH on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH to CCRE pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. CREH has no liability (and CREH is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on CREH) except for (a) liabilities set forth on the face of the most recent balance sheet included in the CREH Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law).

Absence of Changes; No Undisclosed Liabilities. Except ---------------------------------------------- as disclosed in its Form 10-K KSB for the fiscal year end ended December 31, 2007 filed March 25, 20082004, since December 31, 20072004, CREH Kirshner has not incurred any liability material to CREH Kirshner on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH Kirshner which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH Kirshner to CCRE Linkwell pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. CREH Kirshner has no liability (and CREH Kirshner is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on CREHKirshner) except for (a) liabilities set forth on the face of the most recent balance sheet included in the CREH Kirshner Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law). Schedule 4.11 sets forth all liabilities and incurred expenses of Kirshner as of the date of this Agreement. Verdier will assume responsibility for paying all the liabilities and expenses of Kirshner set forth on Schedule 4.11 and will pay such amounts out of the $175,000 delivered to Verdier pursuant to the terms of the Escrow Agreement or otherwise.

Absence of Changes; No Undisclosed Liabilities. Except ---------------------------------------------- as disclosed in its Form 10-K KSB for the fiscal year end December 31, 2007 filed March 25ended June 30, 2008, since December Form 10-Q for the quarter ended March 31, 20072009 and unaudited balance sheet as of November 30, CREH 2009, Pinnacle has not incurred any liability material to CREH Pinnacle on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH Pinnacle which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH Pinnacle to CCRE Iron Eagle pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. CREH Pinnacle has no liability (and CREH Pinnacle is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising rise to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on CREHPinnacle) except for (a) liabilities set forth on the face of the most recent balance sheet included in the CREH Pinnacle Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law). As of the date of this Agreement, such liabilities are approximately One Hundred Thirty Thousand Dollars ($130,000), after taking into account the payment of certain liabilities with the $10,000 loan being advanced to Pinnacle as set forth in paragraph 1.3 above.) Schedule 4.11 sets forth all liabilities and incurred expenses of Pinnacle as of the date of this Agreement.

Absence of Changes; No Undisclosed Liabilities. Except ---------------------------------------------- as disclosed in its Form 10-K for the fiscal year end ended December 31, 2007 filed March 252009, 2008, since December 31, 2007, CREH Framewaves has not incurred any liability material to CREH on a consolidated basisFramewaves, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH Framewaves which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH Framewaves to CCRE B6 Sigma pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. CREH Framewaves has no liability (and CREH Framewaves is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on CREHFramewaves) except for (a) liabilities set forth on the face of the most recent balance sheet included in the CREH Framewaves Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law).. Framewaves shall have no liabilities on the Closing Date and liabilities of $27,060 listed on the December 31, 2009 balance sheet shall all be satisfied by Framewaves on or before the Closing. Both parties agree that any liabilities incurred after the execution of the Letter of Intent on February 23, 2010 shall be the responsibility of B6 Sigma, Inc.

Absence of Changes; No Undisclosed Liabilities. Except ---------------------------------------------- as disclosed in its Form 10-K for the fiscal year end ended December 31, 2007 filed March 252009, 2008, since December 31, 2007, CREH Framewaves has not incurred any liability material to CREH on a consolidated basisFramewaves, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH Framewaves which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH Framewaves to CCRE B6 Sigma pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. CREH Framewaves has no liability (and CREH Framewaves is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on CREHFramewaves) except for (a) liabilities set forth on the face of the most recent balance sheet included in the CREH Framewaves Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law).. Framewaves shall have no liabilities on the Closing Date and liabilities of $27,060 listed on the December 31, 2009 balance sheet shall all be satisfied on or before the Closing. Both parties agree that any liabilities incurred after the execution of the Letter of Intent on February 23, 2010 shall be the responsibility of B6 Sigma Group, Inc.