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.

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.

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.

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., reflect all claims against and all debts and liabilities of the Company, fixed or contingent, as at the respective dates thereof, and 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 "Balance Sheet Date"), there has been (i) no material adverse change in the assets or liabilities, or in the business

Financial Statements and No Material Changes. (a) CHP has The Rxxxxxxx have heretofore furnished Five Arrows Biometrics with true the balance sheets of Lightec as at March 14, 2002 and correct copies May 31, 2002 (the "Balance Sheets") and as at the end of (i) each of the audited consolidated balance sheet two preceding fiscal years, inclusive, and the related statements of income income, shareholders' equity and changes in cash flows, including flow 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 Serroukas & Lxxxxxx L.L.P.Badat (collectively with the Balance Sheets, 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 DateFinancial Statements"). Such financial statements Financial Statements are listed on Schedule 3.1.7 hereto. True and complete copies of the Financial Statements have been delivered to Biometrics and are deemed a part of Schedule 3.1.7. Such Financial Statements, including the footnotes thereto, except as indicated therein, have have, to the best knowledge of the Rxxxxxxx, been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied followed throughout the periods presentedindicated. The Balance Sheet Sheets fairly presents present, in all material respects, the financial condition position of CHP and CHP's Subsidiaries at Lightec as of 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 SubsidiariesLightec, fixed or contingent, and to the best knowledge of the Rxxxxxxx, as at required by generally accepted accounting principles as of the date thereof, and the related statements of income income, shareholders' equity and retained earnings changes in its cash flow fairly present present, in all material respects, the results of the operations of CHP and CHP's Subsidiaries Lightec and the changes in its cash flow for the periods indicated to the extent required to be included in the Financial Statements under generally accepted accounting principles. Such other balance sheets fairly present, in all material respects, the financial position for of Lightec at the period indicated each in accordance with GAAPrespective dates thereof and, except as specified indicated therein, reflect all claims against and all debts and liabilities of Lightec, fixed or contingent, as required, to the best knowledge of the Rxxxxxxx, by generally accepted accounting principles, as at the respective dates thereof and the related statements of income, shareholders' equity and changes in cash flow fairly present, in all material respects, the results of the operations of Lightec and the changes in its cash flow for the periods indicated to the extent required to be included in the Financial Statements under, to the best knowledge of the Rxxxxxxx, generally accepted accounting principles. Since March 14, 2002 (the "Beginning Balance Sheet Date") there has been no material adverse change in the assets or liabilities, or in the business or financial condition, or in the results of operations, of Lightec.