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-KSB for fiscal year ended December 31, 2004, since December 31, 2004, Kirshner has not incurred any liability material to 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 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 Kirshner to 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. Kirshner has no liability (and 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 Kirshner) except for (a) liabilities set forth on the face of the most recent balance sheet included in the 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-KSB K for fiscal year ended December 31, 20042009, since December 31, 2004, Kirshner Framewaves has not incurred any liability material to Kirshner 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 Kirshner 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 Kirshner Framewaves to Linkwell 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. Kirshner Framewaves has no liability (and Kirshner 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 KirshnerFramewaves) except for (a) liabilities set forth on the face of the most recent balance sheet included in the Kirshner 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). Schedule 4.11 sets forth 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 and incurred expenses of Kirshner as after the execution of the date Letter of this Agreement. Verdier will assume Intent on February 23, 2010 shall be the 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.B6 Sigma Group, Inc.

Absence of Changes; No Undisclosed Liabilities. Except as disclosed in its Form 10-KSB K for fiscal year ended December 31, 20042009, since December 31, 2004, Kirshner Framewaves has not incurred any liability material to Kirshner 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 Kirshner 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 Kirshner Framewaves to Linkwell 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. Kirshner Framewaves has no liability (and Kirshner 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 KirshnerFramewaves) except for (a) liabilities set forth on the face of the most recent balance sheet included in the Kirshner 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). Schedule 4.11 sets forth 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 and incurred expenses of Kirshner as after the execution of the date Letter of this Agreement. Verdier will assume Intent on February 23, 2010 shall be the 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.B6 Sigma, Inc.

Absence of Changes; No Undisclosed Liabilities. Except as disclosed in its Form 10-KSB for fiscal year ended December June 30, 2008, Form 10-Q for the quarter ended March 31, 20042009 and unaudited balance sheet as of November 30, since December 312009, 2004, Kirshner Pinnacle has not incurred any liability material to Kirshner 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 Kirshner 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 Kirshner Pinnacle to Linkwell 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. Kirshner Pinnacle has no liability (and Kirshner 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 KirshnerPinnacle) except for (a) liabilities set forth on the face of the most recent balance sheet included in the Kirshner 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 Kirshner Pinnacle 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.