Common use of Financial Information; No Material Adverse Change Clause in Contracts

Financial Information; No Material Adverse Change. (a) SURETY has heretofore delivered to CHALON its audited financial statements ("Financial Statements") for the year ending December 31, 1997 and the period ending August 4, 1998. All of the Financial Statements (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods, (ii) fairly present the financial condition, results of its operations and changes in its (b) Except as described in Schedule 2.04: (i) Since August 4, 1998 there has not been any material adverse change in the business, or financial condition or the operations of SURETY or to the best knowledge of SURETY any occurrence, circumstance, or combination thereof which reasonably could be expected to result in such a material adverse change in the future. (ii) At August 4, 1998, there were no liabilities, absolute or contingent of SURETY that were not shown or reserved against on the balance sheets included in the Financials Statements, except obligations under the contracts shown on Schedule 2.06. (iii) Since August 4, 1998, SURETY has not sold or otherwise disposed of or encumbered any of the properties or assets reflected on the Financial Statements, or otherwise owned or leased by it except in the ordinary course of business. (iv) SURETY has no liabilities or obligations, whether accrued or unaccrued, fixed or contingent, which have not been reflected in the Financial Statements or described on Schedules to this Agreement, except liabilities incurred and obligations entered into in the ordinary course of business since August 4, 1998. SURETY is not in default with respect to any such liability or obligation.

Financial Information; No Material Adverse Change. (a) SURETY Gold has heretofore delivered to CHALON its audited AmeriResources the following financial statements information for the Corporation ("Financial collectively,"Financial Statements") for the year ending December 31, 1997 and the period ending August 4, 1998. ): All of the Financial Statements (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods, (ii) fairly present the financial condition, results of its operations and changes in itsits financial position at and for the periods therein specified for the entities covered thereby, (iii) are true and complete, (iv) are consistent with the books and records of the entities covered thereby, and (v) with respect to any unaudited financial statements, include all adjustments, consisting only of normal recurring adjustments, required for a fair presentation. As of the respective dates, such Financial Statements did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Except as described in Schedule 2.04: (i) Since August 4June 9, 1998 there has not been any material adverse change in the business, or financial condition or the operations of SURETY or the Corporation or, to the best knowledge of SURETY Gold any occurrence, circumstance, or combination thereof which reasonably could be expected to result in such a material adverse change in the future. (iic) At August 4, 1998, closing there were will be no liabilities, more than $150,000 in liabilities whether absolute or contingent of SURETY that were not shown or reserved against on the balance sheets included in the Financials Statements, except obligations under the contracts shown on Schedule 2.06Corporation. (iiid) Since August 4June 9, 1998, SURETY the Corporation has not sold or otherwise disposed of or encumbered any of the properties or assets reflected on the Financial Statements, or otherwise owned or leased by it except in the ordinary course of business, except as described in Schedule 2.05. (ive) SURETY has no The Corporation's liabilities or obligations, whether accrued or unaccrued, fixed or contingent, which have do not been reflected in the Financial Statements or described on Schedules to this Agreement, except liabilities incurred and obligations entered into in the ordinary course of business since August 4, 1998. SURETY is not in default with respect to any such liability or obligationexceed $150,000.

Financial Information; No Material Adverse Change. (a) SURETY Staruni has heretofore delivered to CHALON its audited AmeriResources sufficient financial statements ("Financial Statements") information for the year ending December 31, 1997 and the period ending August 4, 1998use of AmeriResources. All of the Financial Statements of Staruni (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods, (ii) fairly present the financial condition, results of its operations and changes in itsits financial position at and for the periods therein specified for the entities covered thereby, (iii) are true and complete, (iv) are consistent with the books and records of the entities covered thereby, and (v) with respect to any unaudited financial statements, include all adjustments, consisting only of normal recurring adjustments, required for a fair presentation. As of the respective dates, such Financial Statements did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Except as described in Schedule 2.04: (i) Since August 4, 1998 there has not been any material adverse change in the business, or financial condition or the operations of SURETY or to the best knowledge of SURETY any occurrence, circumstance, or combination thereof which reasonably could be expected to result in such a material adverse change in the future. (ii) At August 4, 1998, there There were no liabilities, absolute or contingent of SURETY Staruni that were not shown or reserved against on the balance sheets included in the Financials Financial Statements, except obligations under the contracts shown on or as otherwise disclosed in Schedule 2.063.05. (iiic) Since August 4, 1998, SURETY Staruni has not sold or otherwise disposed of or encumbered any of the properties or assets reflected on the Financial Statements, or otherwise owned or leased by it except in the ordinary course of business, except as described in Schedule 3.05. (ivd) SURETY Staruni has no liabilities or obligations, whether accrued or unaccrued, fixed or contingent, which have not been reflected in the Financial Statements or described on Schedules to this Agreement, except liabilities incurred and obligations entered into in the ordinary course of business since August 4, 1998. SURETY and is not in default with respect to any such liability or obligation.

Financial Information; No Material Adverse Change. (a) SURETY AmeriResources has heretofore delivered to CHALON its audited Gold the financial statements information for itself as requested by Gold (collectively, "Financial Statements") for the year ending December 31, 1997 and the period ending August 4, 1998. ): All of the Financial Statements provided to Gold (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods, (ii) fairly present the financial condition, results of its operations and changes in itsits financial position at and for the periods therein specified for the entities covered thereby, (iii) are true and complete, (iv) are consistent with the books and records of the entities covered thereby, and (v) with respect to any unaudited financial statements, include all adjustments, consisting only of normal recurring adjustments, required for a fair presentation. As of the respective dates, such Financial Statements did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Except as described in Schedule 2.04: (i) Since August 4September 30, 1998 there has not been any material adverse change in the business, or financial condition or the operations of SURETY or the AmeriResources or, to the best knowledge of SURETY AmeriResources, any occurrence, circumstance, or combination thereof which reasonably could be expected to result in such a material adverse change in the future. (iic) At August 4September 30, 1998, there were no liabilities, absolute or contingent of SURETY AmeriResources that were not shown or reserved against on the balance sheets included in the Financials Financial Statements, except obligations under the contracts shown on or as otherwise disclosed in Schedule 2.063.05. (iiid) Since August 4September 30, 1998, SURETY AmeriResources has not sold or otherwise disposed of or encumbered any of the properties or assets reflected on the Financial Statements, or otherwise owned or leased by it except in the ordinary course of business, except as described in Schedule 3.05. (ive) SURETY AmeriResources has no liabilities or obligations, whether accrued or unaccrued, fixed or contingent, which have not been reflected in the Financial Statements or described on Schedules to this Agreement, except liabilities incurred and obligations entered into in the ordinary course of business since August 4September 30, 1998. SURETY , and is not in default with respect to any such liability or obligation.