Common use of Financial Statements and No Material Changes Clause in Contracts

Financial Statements and No Material Changes. (a) CHP has heretofore furnished Five Arrows with true and correct copies of (i) the audited consolidated balance sheet and the related statements of income and cash flows, including the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year ended December 31, 1997 ("Fiscal 1997"), all of which were audited by Coopers & Lxxxxxx L.L.P., and (ii) the unaudited consolidated balance sheet of CHP and CHP's Subsidiaries and the related statements of income and cash flows as of September 30, 1998 prepared by CHP. (The balance sheet of CHP and CHP's Subsidiaries at December 31, 1997 is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such financial statements including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied throughout the periods presented. The Balance Sheet fairly presents the financial condition of CHP and CHP's Subsidiaries at the date thereof and, except as indicated therein, reflects all known or asserted material claims against and all material debts and liabilities of CHP and CHP's Subsidiaries, fixed or contingent, as at the date thereof, and the related statements of income and retained earnings fairly present the results of the operations of CHP and CHP's Subsidiaries and the changes in its financial position for the period indicated each in accordance with GAAP, except as specified therein. (b) CHP has filed all forms, reports and documents (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SEC. (c) Since the respective dates of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, there has been no material adverse change in the assets or liabilities, or in the business affairs or business prospects of CHP or any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or in the results of operations of CHP or any of CHP's Subsidiaries; and to the best knowledge, information and belief of CHP, no fact or condition (not of general knowledge) exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future.

Financial Statements and No Material Changes. (a) CHP Target has heretofore furnished Five Arrows the Parent with true true, complete and correct copies of (i) the audited consolidated balance sheet of Target as of January 31, 2000 (the "January 2000 Balance Sheet Date") and the related audited statements of income operations, stockholder's equity and cash flows, including flows for the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year six-month period ended December January 31, 1997 2000, together with the related notes and schedules (such balance sheet, statements of operations, stockholder's equity and cash flows and notes and schedules are referred to herein as the "Fiscal 1997January 2000 Financial Statement"), all of which were audited by Coopers & Lxxxxxx L.L.P., ) and (ii) the unaudited consolidated balance sheet (the "Interim Balance Sheet") of CHP and CHP's Subsidiaries and the related statements of income and cash flows Target as of September 30, 1998 prepared by CHP. (The balance sheet of CHP and CHP's Subsidiaries at December July 31, 1997 is hereinafter referred to as 2000 (the "Balance Sheet" and such date is hereinafter referred to as the "Interim Balance Sheet Date") and related unaudited statements of operations and cash flows for the six-month period ended July 31, 2000, together with the related notes and schedules, if any (the "Interim Financial Statement"), and together with the January 2000 Financial Statement, the "Financial Statements"). Such financial statements including The Financial Statements have been prepared from the footnotes theretobooks and records of Target as of the dates and for the periods covered thereby. The books and records of Target have been kept accurately in the ordinary course of business, except as indicated the transactions recorded therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of Target have been properly recorded therein, . The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP"), GAAP consistently applied throughout the periods presented. The Balance Sheet indicated and present fairly presents in all material respects the financial condition of CHP and CHP's Subsidiaries at the date thereof andposition, except as indicated therein, reflects all known or asserted material claims against and all material debts assets and liabilities of CHP Target and CHP's Subsidiaries, fixed or contingent, as at the date thereof, and the related statements of income and retained earnings fairly present the results of its operations at the operations of CHP dates and CHP's Subsidiaries and the changes in its financial position for the period periods indicated each in accordance with GAAP, except as specified therein. (b) CHP has filed all forms, reports and documents (the "SEC Reports"Other than as set forth on Section 5.6(b) required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and Target Disclosure Schedule, any change resulting from general economic, financial, regulatory or market conditions, any change resulting from conditions or circumstances generally affecting the Securities Act and businesses in which Target operates, or as disclosed in the applicable rules and regulations promulgated Financial Statements, since the Interim Balance Sheet Date there has been no (i) Target Material Adverse Effect; (ii) declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of Target's capital stock, or any purchase, redemption or other acquisition by Target of any of its capital stock or any other securities of Target; (iii) split, combination or reclassification of any of Target's capital stock; (iv) amendments or changes in the SEC thereunder. None Certificate of Incorporation or By-laws of Target; (v) change by Target in its accounting methods, principles or practices except as required by GAAP; (vi) revaluation by Target of any of its assets, including, without limitation, writing down the SEC Reports, as value of their respective dates, contained an untrue statement capitalized software or inventory or writing off notes or accounts receivable other than in the ordinary course or business; or (vii) sale or transfer of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light amount of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies assets of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SECTarget. (c) Since Target has previously furnished Parent with a copy of an adjusted Interim Balance Sheet which gives pro forma effect to certain transactions that took place after July 31, 2000 and is based upon the respective dates assumptions reflected in that pro forma Interim Balance Sheet. The pro forma Interim Balance Sheet accurately reflects, in all material respects, based upon the assumptions contained therein, the effects of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, there has been no material adverse change in the assets or liabilities, or in the business affairs or business prospects of CHP or any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or in the results of operations of CHP or any of CHP's Subsidiaries; and to the best knowledge, information and belief of CHP, no fact or condition (not of general knowledge) exists or is pro forma transactions contemplated or threatened which might reasonably be expected to cause such a change in the futurethereby.

Financial Statements and No Material Changes. (a) CHP has heretofore furnished Five Arrows with true and correct copies of (i) the audited consolidated balance sheet and the related statements of income and cash flows, including the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year ended December 31, 1997 ("Fiscal 1997"), all of which were audited by Coopers & Lxxxxxx Xxxxxxx L.L.P., and (ii) the unaudited consolidated balance sheet of CHP and CHP's Subsidiaries and the related statements of income and cash flows as of September 30, 1998 prepared by CHP. (The balance sheet of CHP and CHP's Subsidiaries at December 31, 1997 is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such financial statements including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied throughout the periods presented. The Balance Sheet fairly presents the financial condition of CHP and CHP's Subsidiaries at the date thereof and, except as indicated therein, reflects all known or asserted material claims against and all material debts and liabilities of CHP and CHP's Subsidiaries, fixed or contingent, as at the date thereof, and the related statements of income and retained earnings fairly present the results of the operations of CHP and CHP's Subsidiaries and the changes in its financial position for the period indicated each in accordance with GAAP, except as specified therein. (b) CHP has filed all forms, reports and documents (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SEC. (c) Since the respective dates of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, there has been no material adverse change in the assets or liabilities, or in the business affairs or business prospects of CHP or any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or in the results of operations of CHP or any of CHP's Subsidiaries; and to the best knowledge, information and belief of CHP, no fact or condition (not of general knowledge) exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future.

Financial Statements and No Material Changes. (a) CHP has heretofore furnished Five Arrows with true and correct copies of Schedule 3.2.6(a)(i) sets forth (i) the audited consolidated unaudited balance sheet sheets of the Kenna Business as at December 31, 2008 and December 31, 2009 and the related unaudited statements of income and cash flows, including operations for the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year ended December 31, 1997 ("Fiscal 1997"), all of which were audited by Coopers & Lxxxxxx L.L.P.years then ended, and (ii) the unaudited consolidated balance sheet sheets of CHP and CHP's Subsidiaries and the related statements of income and cash flows Kenna Business as of September 30, 1998 prepared by CHP. (The balance sheet of CHP and CHP's Subsidiaries at December October 31, 1997 is hereinafter referred to as 2010 (the "Balance Sheet" ") and such date is hereinafter referred to as the "Balance Sheet Date")related unaudited statements of operations for the ten months then ended. Such financial statements including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied GAAP throughout the periods presentedindicated except as set forth on Schedule 3.2.6(a)(ii). The Balance Sheet Each balance sheet fairly presents the financial condition of CHP and CHP's Subsidiaries the entity or entities included within such balance sheet, at the respective date thereof andthereof, except as indicated therein, and reflects all known or asserted material claims against and all material debts and liabilities of CHP and CHP's Subsidiariessuch entities, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP and the related statements of income and retained earnings operations fairly present the results of the operations of CHP and CHP's Subsidiaries and the changes in its financial position for the respective period indicated each in accordance with GAAPindicated. Except for the transactions consummated pursuant to the Conveyance Documents, except as specified therein. (b) CHP has filed all formssince October 31, reports and documents 2010 (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities ActBalance Sheet Date"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SEC. (c) Since the respective dates of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, there has been no material adverse change in the assets or liabilities, or in the business affairs or business prospects of CHP or any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or in the results of operations or prospects of CHP Cap C LP and the Kenna Business. (b) Schedule 3.2.6(b)(i) sets forth (i) the unaudited consolidated balance sheets for Cap C LP as at December 31, 2008 and December 31, 2009, and the related unaudited consolidated statements of operations for the fiscal years then ended, and (ii) the unaudited consolidated balance sheet of Cap C LP as at September 30, 2010 (the "Current Balance Sheet") and the related unaudited consolidated statements of operations for the nine months then ended. Such financial statements have been prepared in accordance with GAAP throughout the periods indicated except as set forth on Schedule 3.2.6(b)(ii). Each balance sheet fairly presents the financial condition of the entity or any entities included within such balance sheet, at the respective date thereof, and reflects all claims against and all debts and liabilities of CHP's Subsidiaries; such entities, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP and the related statements of operations fairly present the results of operations for the respective period indicated. Except for the transactions consummated pursuant to the best knowledgeConveyance Documents, information and belief of CHPsince September 30, 2010 (the "Current Balance Sheet Date"), there has been no fact or condition (not of general knowledge) exists or is contemplated or threatened which might reasonably be expected to cause such a material adverse change in the futureassets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects of Cap C LP and the Kenna Business.

Financial Statements and No Material Changes. (a) CHP The Shareholder has heretofore furnished Five Arrows Halter with true and correct copies of (i) the audited consolidated unaudited balance sheet of the Company as of December 31, 1993, December 31, 1994, respectively, as well as the unaudited balance sheet as of November 30, 1995 and the related statements of income and cash flows, including the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year ended December 31, 1997 ("Fiscal 1997")income, all of which were audited compiled by Coopers Durnxx & Lxxxxxx L.L.P.Xamex, and xxrtified public accountants (ii) the unaudited consolidated balance sheet of CHP and CHP's Subsidiaries and the related statements of income and cash flows as of September Company at November 30, 1998 prepared by CHP. (The balance sheet of CHP and CHP's Subsidiaries at December 31, 1997 1995 is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such financial statements including the footnotes theretostatements, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), Statements on Standards for Accounting and Review issued by the American Institute of Certified Public Accountants consistently applied followed throughout the periods presentedindicated. The Balance Sheet fairly presents the financial condition of CHP and CHP's Subsidiaries the Company at the date thereof and, except as indicated therein, reflects all known or asserted material claims against and all material debts and liabilities of CHP and CHP's Subsidiariesthe Company, fixed or contingent, as at the date thereof, thereof and the related statements statement of income and retained earnings fairly present presents the results of the operations of CHP and CHP's Subsidiaries the Company and the changes in its financial position for the period indicated each in accordance with GAAPperiods indicated. Such other balance sheets fairly present the financial condition of the Company at the respective dates thereof and, except as specified indicated therein. (b) CHP has filed , reflect all formsclaims against and all debts and liabilities of the Company, reports fixed or contingent, as at the respective dates thereof, and documents the related statements of income fairly present the results of the operations of the Company and the changes in its financial position for the periods indicated. Since November 30, 1995 (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities ActBalance Sheet Date"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SEC. (c) Since the respective dates of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, there has been (i) no material adverse change in the assets or liabilities, or in the business affairs or business prospects of CHP or any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or in the results of operations of CHP or any of CHP's Subsidiaries; and to the best knowledge, information and belief of CHP, no fact or condition (not of general knowledge) exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future.business

Financial Statements and No Material Changes. (a) CHP Starcom has heretofore furnished Five Arrows with to IndeNet true and correct copies of the following financial statements: (i) the audited consolidated unaudited balance sheet of Starcom as at August 31, 1995 and the related statements of income operations, changes in stockholders' equity, cash flows and cash flows, including supporting schedules for the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year ended December August 31, 1997 1995 (the "Fiscal 1997Financial Statements"), all of which were audited by Coopers & Lxxxxxx L.L.P., and (ii) the unaudited consolidated balance sheet of CHP and CHP's Subsidiaries and the related statements of income and cash flows as of September 30, 1998 prepared by CHP. (The balance sheet of CHP and CHP's Subsidiaries at December 31, 1997 is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such financial statements including the footnotes thereto, except as indicated therein, Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied; and (ii) unaudited balance sheet (the "GAAPInterim Balance Sheet")) of Starcom as at November 30, 1995 (the "Balance Sheet Date") and a related statement of operations from September 1, 1995 through November 30, 1995, certified by Starcom. (b) The Financial Statements and the Interim Balance Sheet, including the footnotes thereto, have been prepared, except as stated therein, in accordance with generally accepted accounting principles consistently applied throughout the periods presentedindicated. The Financial Statements and Interim Balance Sheet fairly presents present the financial condition of CHP and CHP's Subsidiaries Starcom at the date dates thereof and, except as indicated therein, reflects reflect all known or asserted material claims against and all material debts and liabilities of CHP and CHP's SubsidiariesStarcom, fixed or contingent, as at the date dates thereof, required to be shown thereon under generally accepted accounting principles, and the related statements of income operations, changes in stockholders equity and retained earnings cash flows fairly present the results of the operations of CHP Starcom and CHP's Subsidiaries and the changes in its financial position cash flows for the period indicated each in accordance with GAAP, except as specified therein. (b) CHP has filed all forms, reports and documents (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SECperiods indicated. (c) Since the respective dates of the material SEC ReportsBalance Sheet Date, except as otherwise listed set forth on Schedule 2.7(c) attached hereto2.5, there has been (a) no material adverse change in the assets or liabilities, or in the business affairs or business prospects of CHP or any of its Subsidiaries (present or anticipated) or financial condition, financial or otherwise, or in the results of operations of CHP operations, or any of CHP's Subsidiaries; and to the best knowledge, information and belief of CHPStarcom, in the prospects of Starcom, and (b) no change in the assets or liabilities, or in the business or financial condition, or the results of operations, of Starcom except in the ordinary course of business; and no fact or condition (not of general knowledge) exists or is contemplated or or, to the best knowledge, information and belief of Starcom, threatened which might reasonably be expected to cause such a material adverse change in the future.

Financial Statements and No Material Changes. (a) CHP has heretofore furnished Five Arrows with true and correct copies of Schedule 3.2.6(a)(i) sets forth (i) the audited consolidated unaudited balance sheet sheets of the Cap C Business as at December 31, 2008 and December 31, 2009 and the related unaudited statements of income and cash flows, including operations for the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year ended December 31, 1997 ("Fiscal 1997"), all of which were audited by Coopers & Lxxxxxx L.L.P.years then ended, and (ii) the unaudited consolidated balance sheet sheets of CHP and CHP's Subsidiaries and the related statements of income and cash flows Cap C Business as of September 30, 1998 prepared by CHP. (The balance sheet of CHP and CHP's Subsidiaries at December October 31, 1997 is hereinafter referred to as 2010 (the "Balance Sheet" ") and such date is hereinafter referred to as the "Balance Sheet Date")related unaudited statements of operations for the ten months then ended. Such financial statements including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied GAAP throughout the periods presentedindicated except as set forth on Schedule 3.2.6(a)(ii). The Balance Sheet Each balance sheet fairly presents the financial condition of CHP and CHP's Subsidiaries the entity or entities included within such balance sheet, at the respective date thereof andthereof, except as indicated therein, and reflects all known or asserted material claims against and all material debts and liabilities of CHP and CHP's Subsidiariessuch entities, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP and the related statements of income and retained earnings operations fairly present the results of the operations of CHP and CHP's Subsidiaries and the changes in its financial position for the respective period indicated each in accordance with GAAPindicated. Except for the transactions consummated pursuant to the Conveyance Documents, except as specified therein. (b) CHP has filed all formssince October 31, reports and documents 2010 (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities ActBalance Sheet Date"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SEC. (c) Since the respective dates of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, there has been no material adverse change in the assets or liabilities, or in the business affairs or business prospects of CHP or any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or in the results of operations or prospects of CHP Cap C LP and the Cap C Business. (b) Schedule 3.2.6(b)(i) sets forth (i) the unaudited consolidated balance sheets for Cap C LP as at December 31, 2008 and December 31, 2009, and the related unaudited consolidated statements of operations for the fiscal years then ended, and (ii) the unaudited consolidated balance sheet of Cap C LP as at September 30, 2010 (the "Current Balance Sheet") and the related unaudited consolidated statements of operations for the nine months then ended. Such financial statements have been prepared in accordance with GAAP throughout the periods indicated except as set forth on Schedule 3.2.6(b)(ii). Each balance sheet fairly presents the financial condition of the entity or any entities included within such balance sheet, at the respective date thereof, and reflects all claims against and all debts and liabilities of CHP's Subsidiaries; such entities, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP and the related statements of operations fairly present the results of operations for the respective period indicated. Except for the transactions consummated pursuant to the best knowledgeConveyance Documents, information and belief of CHPsince September 30, 2010 (the "Current Balance Sheet Date"), there has been no fact or condition (not of general knowledge) exists or is contemplated or threatened which might reasonably be expected to cause such a material adverse change in the futureassets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects of Cap C LP and the Cap C Business.

Financial Statements and No Material Changes. (a) CHP has The Controlling Shareholder and the Company have heretofore furnished Five Arrows Triad with true the balance sheets of the Company as December 31, 1999, March 31, 2000 and correct copies of (i) the audited consolidated balance sheet June 30, 2000, and the related consolidated statements of income income, and cash flowsflows for the year and the quarter-annual periods then ended, including the footnotes theretomost recent annual statement certified as set forth therein, of CHP and CHP's Subsidiaries as the unaudited balance sheet of the end Company as at June 30, 2000 and the related unaudited draft consolidated statements of their latest fiscal year ended December 31, 1997 ("Fiscal 1997"), all of which were audited by Coopers & Lxxxxxx L.L.P.income, and cash flows for the 6-months then ended (ii) the unaudited consolidated balance sheet of CHP and CHP's Subsidiaries and the related statements of income and cash flows Company as of September 30, 1998 prepared by CHP. (The balance sheet of CHP and CHP's Subsidiaries at December March 31, 1997 2000 (the "Balance Sheet Date") is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such financial statements statements, including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied followed throughout the periods presented. indicated. (b) The Balance Sheet fairly presents presents, in all material respects, the financial condition of CHP the Company and CHP's Subsidiaries its subsidiaries at the date thereof and, except as indicated therein, reflects all known claims against and all debts and liabilities of the Company and its subsidiaries, fixed or asserted contingent, as at the date thereof and the related statements of income, and cash flows fairly present, the results of the operations of the Company and its Subsidiaries and the changes in their financial position for the period indicated. (c) Subject to normal year-end adjustments and the absence of footnotes thereto, the Balance Sheet fairly presents the financial position of the Company and its Subsidiaries as of the date thereof and reflects all material claims against and all material debts and liabilities of CHP the Company and CHP's its Subsidiaries, fixed or contingent, as of the date thereof and the related statements of income, and cash flows fairly present the results of operations and cash flows of the Company and its Subsidiaries and the changes in their financial position for the periods indicated. Such other balance sheets of the Company referred to in (a) above fairly present the financial condition of the Company and its Subsidiaries at the respective dates thereof and, except as indicated therein, reflect all claims against and all debts and liabilities of the Company and its Subsidiaries, fixed or contingent, as at the date respective dates thereof, and the related statements of income income, and retained earnings cash flows fairly present the results of the operations of CHP the Company and CHP's its Subsidiaries and the changes in its their financial position for the period indicated each in accordance with GAAP, except as specified therein. (b) CHP has filed all forms, reports and documents (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998periods indicated. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SEC. (c) Since the respective dates of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, Balance Sheet Date there has been (x) no material adverse change in the assets Condition, of the Company or liabilities, or its Subsidiaries and (y) no change in the business affairs Condition of the Company or business prospects of CHP or any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or subsidiaries except in the results ordinary course of operations of CHP or any of CHP's Subsidiariesbusiness; and and, to the best knowledge, information and belief knowledge of CHPeach of the Controlling Shareholder, no fact or condition (not of general knowledge) exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future.

Financial Statements and No Material Changes. (a) CHP Each of the audited consolidated financial statements (including the notes thereto) (the "Audited Financial Statements") and unaudited consolidated interim financial statements of the Company included in the documents filed by the Company with the United States Securities and Exchange Commission (the "Company SEC Documents") were prepared in conformity with generally accepted accounting principles ("GAAP") throughout the periods involved, and each fairly presents, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements, which adjustments shall not be material). (b) The Company has heretofore furnished Five Arrows the Investor with true a true, correct and correct copies of (i) the audited consolidated complete unaudited balance sheet of the Company and the related statements of income and cash flows, including the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year ended December 31, 1997 ("Fiscal 1997"), all of which were audited by Coopers & Lxxxxxx L.L.P., and (ii) the unaudited consolidated balance sheet of CHP and CHP's Subsidiaries and the related statements of income and cash flows retained earnings as of September 30, 1998 2004 prepared by CHPthe Company. (The balance sheet of CHP and CHP's Subsidiaries the Company as at December 31September 30, 1997 2004 is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such financial statements including ) Except as specified in Schedule 4.7(b) annexed hereto, since the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied throughout the periods presented. The Balance Sheet fairly presents the financial condition of CHP and CHP's Subsidiaries at the date thereof and, except as indicated therein, reflects all known or asserted material claims against and all material debts and liabilities of CHP and CHP's Subsidiaries, fixed or contingent, as at the date thereof, and the related statements of income and retained earnings fairly present the results of the operations of CHP and CHP's Subsidiaries and the changes in its financial position for the period indicated each in accordance with GAAP, except as specified therein. (b) CHP has filed all forms, reports and documents (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SEC. (c) Since the respective dates of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, Date there has been no material adverse change in the assets or liabilities, or in the business affairs or business prospects of CHP or not occurred any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or in the results of operations of CHP or any of CHP's Subsidiaries; Material Adverse Effect and to the best knowledge, information and belief of CHP, no fact or condition (not of general knowledge) exists or is contemplated or threatened which might reasonably be expected to cause would result in a Material Adverse Effect such a material change. (c) Since September 30, 2004, except as set forth in Schedule 2.7(c) annexed hereto or otherwise expressly contemplated by this Agreement, the Company and each Subsidiary has conducted its business in the ordinary course consistent with past practice. Neither the Company nor any Subsidiary has engaged in any transaction or series of transactions material to the Company or any Subsidiary other than in the ordinary course of business and consistent with past practices. Without limiting the generality of the foregoing, and except as set forth by the Company on Schedule 2.7(c), since September 30, 2004, there has not been: (i) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company or any Subsidiary; (ii) any amendment or change in the future.Company's or any Subsidiary's Certificate of Incorporation or By-laws; (iii) any material change by the Company or any Subsidiary in its accounting methods, principles or practices (other than changes required by GAAP or law after the date of this Agreement); (iv) any material tax election, any change in method of accounting with respect to taxes or any compromise or settlement of any proceeding with respect to any tax liability; (v) any action, event, occurrence, development or state of circumstances or facts that has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (vi) any declaration, setting aside or payment of any dividend or distribution (whether in cash, stock or property) or capital return in respect of any shares of the Company's capital stock or any redemption, purchase or other acquisition by the Company or any Subsidiary of any shares of the Company's capital stock or other securities of, or other ownership interests in, the Company or any Subsidiary, or any amendment of any material term of any outstanding security of the Company or any Subsidiary; (vii) any sale, assignment, transfer, license, lease or other disposition or agreement to sell, assign, transfer, license, lease or otherwise dispose of any of the assets of the Company or any Subsidiary other than in the ordinary course of business consistent with past practices including but not limited to with respect to any Intellectual Property of the Company; (viii) any acquisition (by merger, consolidation, or acquisition of stock or assets) by the Company or any Subsidiary of any corporation, partnership or other business organization or division thereof or any equity interest therein for consideration, or any loans or advances to any Person; (ix) any (A) incurrence of, (B) guarantee with respect to, or (C) provision of credit support for, any indebtedness by the Company or any Subsidiary or any creation or assumption by the Company or any Subsidiary of any lien on any material asset; (A) any employment, deferred compensation, severance or similar agreement entered into or amended by the Company or any Subsidiary and any employee, (B) any increase in the compensation payable or to become payable by it to any of its directors or officers or generally applicable to all or any category of the Company's or any Subsidiary's employees, (C) any increase in the coverage or benefits available under any vacation pay, company awards, salary continuation or disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any of the directors or officers of the Company or any Subsidiary or generally applicable to all or any category of the Company's or any Subsidiary's employees or (D) severance pay arrangements made to, for or with such directors, officers or employees; (xi) any loan, advance or capital contribution made by the Company or any Subsidiary to, or investment in, any Person; (xii) any waiver, direct or indirect, by the Company or any Subsidiary of (A) any right or rights of material value of (B) any payment of any material debt, liability or other obligation; (xiii) any payment, loan or advance of any amount to or in respect of, or the sale, transfer or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, arrangement, or transaction with or on behalf of, any officer, director, or employee of the Company, any Subsidiary or any affiliate of any of them, or any business or entity in which the Company, any Subsidiary or any affiliate of any of them, or relative of any such Person, has any material, direct or indirect interest; (xiv) any issuance, sale or disposition of any capital stock or other equity interest (including equity derivatives) in the Company or any Subsidiary; (xv) any notes or accounts receivable has been written off as uncollectible, except write-offs in the ordinary course of business charged to applicable reserves; (xvi) any cancellation or waiver of any claims or rights of substantial value; (xvii) any amendment, alteration or modification in the terms of any currently outstanding options, warrants or other rights to purchase any capital stock or equity interest in the Company or any securities convertible into or exchangeable for such capital stock or equity interest, including, without limitation, any reduction in the exercise or conversion price of any such rights or securities, any change to the vesting or acceleration terms of any such rights or securities, or any change to terms relating to the grant of any such rights or securities; (xviii) any use of the Company's Intellectual Property to accept or process any bets or wagers, or to engage in any gaming or gambling acxxxxxxes of any nature whatsoever, in, originating from, or with respect to, the United States and all states and local municipalities thereof, or, any use of the Company's Intellectual Property in violation of any gaming laws or regulations of any country throughout the world (including the United States) and all government and municipalities thereof; or

Financial Statements and No Material Changes. (a) CHP has The Selling Shareholders have heretofore furnished Five Arrows Atlas with true the balance sheets of the Company as of October 31, 1998, 1997 and correct copies of (i) the audited consolidated balance sheet 1996, respectively, and the related consolidated statements of income income, and cash flowsflows for the years then ended, including the footnotes theretomost recent statement certified by as set forth therein, of CHP and CHP's Subsidiaries as the unaudited balance sheet of the end Company as at April 30, 1999 and the related unaudited draft consolidated statements of their latest fiscal year ended December 31, 1997 ("Fiscal 1997"), all of which were audited by Coopers & Lxxxxxx L.L.P.income, and cash flows for the 6-months then ended (ii) the unaudited consolidated balance sheet of CHP and CHP's Subsidiaries and the related statements of income and cash flows Company as of September at April 30, 1998 prepared by CHP. 1999 (The balance sheet of CHP and CHP's Subsidiaries at December 31, 1997 the "Balance Sheet Date") is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such To the best of the Selling Shareholders knowledge and belief, such financial statements statements, including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied followed throughout the periods presented. The indicated. (b) To the best of the Selling Shareholders knowledge and belief, the Balance Sheet fairly presents presents, in all material respects, the financial condition of CHP the Company and CHP's Subsidiaries its subsidiaries at the date thereof and, except as indicated therein, reflects all known or asserted material claims against and all material debts and liabilities of CHP the Company and CHP's Subsidiariesits subsidiaries, fixed or contingent, as at the date thereof and the related statements of income, and cash flows fairly present, the results of the operations of the Company and its subsidiaries and the changes in their financial position for the period indicated. (c) To the best of the Selling Shareholders knowledge and belief, subject to normal year-end adjustments and the absence of footnotes thereto, the Balance Sheet fairly presents the financial position of the Company and its subsidiaries as of the date thereof and reflects all material claims and all material debts and liabilities of the Company and its subsidiaries, fixed or contingent, as of the date thereof and the related statements of income, and cash flows fairly present the results of operations and cash flows of the Company and its subsidiaries and the changes in their financial position for the periods indicated. Such other balance sheets of the Company referred to in (a) above fairly present the financial condition of the Company and its subsidiaries at the respective dates thereof and, except as indicated therein, reflect all claims against and all debts and liabilities of the Company and its subsidiaries, fixed or contingent, as at the respective dates thereof, and the related statements of income income, and retained earnings cash flows fairly present the results of the operations of CHP the Company and CHP's Subsidiaries its subsidiaries and the changes in its their financial position for the period indicated each in accordance with GAAP, except as specified therein. (b) CHP has filed all forms, reports and documents (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998periods indicated. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SEC. (c) Since the respective dates of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, Balance Sheet Date there has been (x) no material adverse change in the assets Condition, of the Company or liabilities, or its subsidiaries and (y) no change in the business affairs Condition of the Company or business prospects of CHP or any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or subsidiaries except in the results ordinary course of operations of CHP or any of CHP's Subsidiariesbusiness; and and, to the best knowledge, information and belief knowledge of CHPeach of the Selling Shareholders, no fact or condition (not of general knowledge) exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future.

Financial Statements and No Material Changes. (a) CHP has The Controlling Shareholder and the Company have heretofore furnished Five Arrows BRAUSER with true the balance sheets of the Company as December 31, 2002, Mxxxx 00, 2003 and correct copies of (i) the audited consolidated balance sheet June 30, 2003, and the related consolidated statements of income income, and cash flowsflows for the year and the quarter-annual periods then ended, including the footnotes theretomost recent annual statement certified as set forth therein, of CHP and CHP's Subsidiaries as the unaudited balance sheet of the end Company as at June 30, 2003 and the related unaudited draft consolidated statements of their latest fiscal year ended December 31, 1997 ("Fiscal 1997"), all of which were audited by Coopers & Lxxxxxx L.L.P.income, and cash flows for the 6-months then ended (ii) the unaudited consolidated balance sheet of CHP and CHP's Subsidiaries and the related statements of income and cash flows Company as of September at June 30, 1998 prepared by CHP. 2003 (The balance sheet of CHP and CHP's Subsidiaries at December 31, 1997 the "Balance Sheet Date") is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such financial statements statements, including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied followed throughout the periods presented. indicated. (b) The Balance Sheet fairly presents presents, in all material respects, the financial condition of CHP the Company and CHP's Subsidiaries its subsidiaries at the date thereof and, except as indicated therein, reflects all known claims against and all debts and liabilities of the Company and its subsidiaries, fixed or asserted contingent, as at the date thereof and the related statements of income, and cash flows fairly present, the results of the operations of the Company and its Subsidiaries and the changes in their financial position for the period indicated. (c) Subject to normal year-end adjustments and the absence of footnotes thereto, the Balance Sheet fairly presents the financial position of the Company and its Subsidiaries as of the date thereof and reflects all material claims against and all material debts and liabilities of CHP the Company and CHP's its Subsidiaries, fixed or contingent, as of the date thereof and the related statements of income, and cash flows fairly present the results of operations and cash flows of the Company and its Subsidiaries and the changes in their financial position for the periods indicated. Such other balance sheets of the Company referred to in (a) above fairly present the financial condition of the Company and its Subsidiaries at the respective dates thereof and, except as indicated therein, reflect all claims against and all debts and liabilities of the Company and its Subsidiaries, fixed or contingent, as at the date respective dates thereof, and the related statements of income income, and retained earnings cash flows fairly present the results of the operations of CHP the Company and CHP's its Subsidiaries and the changes in its their financial position for the period indicated each in accordance with GAAP, except as specified therein. (b) CHP has filed all forms, reports and documents (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998periods indicated. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SEC. (c) Since the respective dates of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, Balance Sheet Date there has been (x) no material adverse change in the assets Condition, of the Company or liabilities, or its Subsidiaries and (y) no change in the business affairs Condition of the Company or business prospects of CHP or any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or subsidiaries except in the results ordinary course of operations of CHP or any of CHP's Subsidiariesbusiness; and and, to the best knowledge, information and belief knowledge of CHPeach of the Controlling Shareholder, no fact or condition (not of general knowledge) exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future.

Financial Statements and No Material Changes. (a) CHP has Parent and -------------------------------------------- the Company have heretofore furnished Five Arrows Purchasers with true and correct copies of (i) the audited consolidated balance sheet sheets of the Company and its subsidiaries as of December 31, 1997, December 31, 1996, and December 31, 1995, and the related consolidated statements of income income, shareholders' equity and cash flows, including flows for the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year ended December 31, 1997 ("Fiscal 1997")years then ended, all of which were audited certified by Coopers & Lxxxxxx L.L.P.Xxxxxx Xxxxxxxx, LLP, and (ii) the unaudited consolidated balance sheet of CHP the Company and CHP's Subsidiaries its subsidiaries as at June 30, 1998, and the related unaudited consolidated statements of income income, shareholders' equity, and cash flows as of September 30, 1998 prepared by CHP. for the six months then ended (The the unaudited consolidated balance sheet of CHP the Company and CHP's Subsidiaries its subsidiaries as at December 31June 30, 1997 1998, (the "Balance Sheet Date") is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such financial statements statements, including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied followed throughout the periods presented. indicated. (b) The Balance Sheet audited balance sheet of the Company as of December 31, 1997, fairly presents presents, in all material respects, the financial condition of CHP the Company and CHP's Subsidiaries its subsidiaries at the date thereof and, except as indicated therein, reflects all known or asserted material claims against and all material debts and liabilities of CHP and CHP's Subsidiaries, fixed or contingent, as at the date thereof, and the related statements of income income, shareholders' equity, and retained earnings cash flows fairly present present, in all material respects, the results of the operations of CHP the Company and CHP's Subsidiaries its subsidiaries and the changes in its their financial position for the period indicated each in accordance with GAAP, except as specified therein. (b) CHP has filed all forms, reports and documents (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports and Exhibits and Schedules thereto required to be filed by CHP with SECindicated. (c) Since Subject to normal year-end adjustments, the Balance Sheet fairly presents, in all material respects, the financial position of the Company and its subsidiaries as of the date thereof and the related statements of income, shareholders' equity, and cash flows fairly present, in all material respects, the results of operations and cash flows of the Company and its subsidiaries and the changes in their financial position for the period indicated. Such other balance sheets of the Company referred to in (a) above fairly present, in all material respects, the financial condition of the Company and its subsidiaries at the respective dates thereof and the related statements of income, shareholders' equity, and cash flows fairly present, in all material respects, the results of the material SEC Reports, except as otherwise listed on Schedule 2.7(c) attached hereto, operations of the Company and its subsidiaries and the changes in their financial position for the periods indicated. Since the Balance Sheet Date there has been no material adverse change in the assets Condition of the Company or liabilitiesits subsidiaries, or in the business affairs or business prospects of CHP or any of its Subsidiaries (present or anticipated) or condition, financial or otherwise, or in the results of operations of CHP or any of CHP's Subsidiaries; and to the best knowledge, information and belief of CHP, no fact or condition (not of general knowledge) exists or is contemplated or threatened which might reasonably be expected to cause such taken as a change in the futurewhole.