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

Financial Statements and No Material Changes. The Company has delivered to Cybertec prior to the Closing Date (as defined herein) the unaudited balance sheet of Avatar Ltd. as of June 30, 2000 and the related statements of income, all compiled by management of the Company at June 30, 2000 (the balance sheet and related statements of income of Avatar Ltd. at June 30, 2000 are hereinafter referred to as the "Balance Sheet"). A true and correct copy of the Balance Sheet is attached hereto as Exhibit "F". The Balance Sheet fairly presents the financial condition of Avatar Ltd. at the date thereof and, except as indicated therein, reflects all claims against and all debts and liabilities of Avatar Ltd., fixed or contingent, as at the date thereof as required by generally accepted accounting principles, and the related statement of income fairly presents the results of the operations of Avatar Ltd. and the changes in its financial position for the periods indicated. The Balance Sheet is substantially the same as the financial statements of the Company would have been, on a proforma basis, as of June 30, 2000, assuming that the Reorganization had occurred prior to such date. After the Reorganization, and since June 30, 2000 (the "Balance Sheet Date") to the Closing Date, there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations, of the Company, whether as a result of any legislative or regulatory change known to the Company, revocation known to the Company of any license or rights to do business held by the Company, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations, or prospects, of the Company except in the ordinary course of business; and to the knowledge of the Company, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. The Company Purchaser has delivered to Cybertec prior to heretofore furnished Stockholder with the Closing Date (as defined herein) the unaudited balance sheet of Avatar Ltd. the Purchaser as of June 30December 31, 2000 1996, and the related statements of income, all compiled by management shareholders' equity and other supporting schedules, reflecting operations from the inception of the Company at June 30, 2000 through the period then ended. (the balance sheet and related other financial statements of income of Avatar Ltd. the Company as at June 30December 31, 2000 1996, are hereinafter referred to as the "LIMT Balance Sheet"). A true and correct copy of Such financial statements, including the Balance Sheet is attached hereto footnotes thereto, except as Exhibit "F"indicated therein, have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated. The Balance Sheet fairly presents the financial condition of Avatar Ltd. the Purchaser at the date thereof and, except as indicated therein, reflects all claims against and all debts and liabilities of Avatar Ltd.the Purchaser, fixed or contingent, as at the date thereof as required by generally accepted accounting principles, and the related statement statements of income income, shareholders' equity and changes in financial position fairly presents present the results of the operations of Avatar Ltd. the Purchaser and the changes in its financial position for the periods period indicated. The Balance Sheet is substantially the same as the financial statements of the Company would have beenSince December 31, on a proforma basis, as of June 30, 2000, assuming that the Reorganization had occurred prior to such date. After the Reorganization, and since June 30, 2000 1996 (the "LIMT Balance Sheet Date") to the Closing Date), there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operationsoperations or prospects, of the CompanyPurchaser, whether as a result of any legislative or regulatory change known to the Companychange, revocation known to the Company of any license or rights to do business held by the Companybusiness, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations, operations or prospects, of the Company Purchaser except in the ordinary course of business; and to the knowledge best knowledge, information and belief of the CompanyPurchaser, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. The Company Stockholder has delivered to Cybertec prior to heretofore furnished the Closing Date (as defined herein) Purchaser with the unaudited balance sheet of Avatar Ltd. the Company as of June 30December 31, 2000 1996, and the related unaudited statements of income, all compiled by management shareholders' equity and other supporting schedules, reflecting operations from the inception of the Company at June 30, 2000 through the period then ended (the balance sheet and related other financial statements of income of Avatar Ltd. the Company as at June 30December 31, 2000 1996, are hereinafter referred to as the "Balance Sheet"). ." A true and correct copy of the Balance Sheet is attached hereto as Exhibit "F1"). Such financial statements, including the footnotes thereto, except as indicated therein, have been prepared in accordance with United States generally accepted accounting principles consistently followed throughout the periods indicated. The Balance Sheet fairly presents the financial condition of Avatar Ltd. the Company at the date thereof and, except as indicated therein, reflects all claims against and all debts and liabilities of Avatar Ltd., fixed or contingent, as at the date thereof as required by generally accepted accounting principles, and the related statement statements of income income, shareholders' equity and changes in financial position fairly presents present the results of the operations of Avatar Ltd. the Company and the changes in its financial position for the periods period indicated. The Balance Sheet is substantially the same as the financial statements of the Company would have beenSince December 31, on a proforma basis, as of June 30, 2000, assuming that the Reorganization had occurred prior to such date. After the Reorganization, and since June 30, 2000 1996 (the "Balance Sheet Date") to the Closing Date), there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operationsoperations or prospects, of the Company, whether as a result of any legislative or regulatory change known to the Companychange, revocation known to the Company of any license or rights to do business held by the Companybusiness, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations, operations or prospects, of the Company except in the ordinary course of business; and to the knowledge best knowledge, information and belief of the CompanyStockholder, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. The Company has delivered to Cybertec prior to the Closing Date Schedule 3.05 contins: (as defined hereini) the unaudited balance sheet of Avatar Ltd. as of June 30, 2000 and the related consolidated financial statements of income, all compiled by management of the Company at June 30, 2000 and each Subsidiary (the balance sheet and related statements of income of Avatar Ltd. at June 30, 2000 are hereinafter hereafter referred to as the "Balance SheetCosmo Group") as of December 31, 1999 (the "Unaudited Annual Statement"). A true ; and correct copy of (ii) the Balance Sheet is attached hereto as Exhibit "F". The Balance Sheet fairly presents the financial condition of Avatar Ltd. at the date thereof and, except as indicated therein, reflects all claims against and all debts and liabilities of Avatar Ltd., fixed or contingent, as at the date thereof as required by generally accepted accounting principles, and the related statement of income fairly presents the results of the operations of Avatar Ltd. and the changes in its financial position for the periods indicated. The Balance Sheet is substantially the same as the unaudited financial statements of the Company would have been, on a proforma basis, as of June 30, 2000, assuming that for the Reorganization had occurred prior to such date. After the Reorganization, and since June 30fiscal quarter ended March 31, 2000 (the "Balance Sheet Unaudited Quarterly Statement" and, together with the Unaudited Annual Statement, the "Financial Statements"). The Financial Statements were carefully prepared from the books and record of the Company, and present fairly the financial position, assets and liabilities of the Company and the results of its operations for the respective periods indicated, and reflect all necessary accruals, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. Since March 31, 2000 (the "Quarterly Financial Statement Date") to the Closing Date, there has been een: (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations, operations or prospects of the Company, whether as a result of any legislative or regulatory change known to the Companychange, revocation known to the Company of any license or rights to do business held by the Companybusiness, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public national force or otherwise otherwise; and (ii) no material adverse change in the assets or liabilities, or in the business or conditioncondiion, financial or otherwise, or in the results of operationsoperations or prospects of the Company, or prospectsand to the best knowledge, information and belief of the Company except in the ordinary course of business; and to the knowledge of the Companyits Principal Shareholders, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.