Common use of No Undisclosed Liabilities; Absence of Changes Clause in Contracts

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed in the July 31, 1999 audited and December 31, 1999 unaudited and the March 31, 2000 audited financial statements, none of CALIPSO or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of CALIPSO and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on CALIPSO Except as disclosed by CALIPSO, none of CALIPSO or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to CALIPSO or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on CALIPSO. Except as and to the extent disclosed by CALIPSO there has not been (i) any material change by CALIPSO in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by CALIPSO of any of its assets having a Material Adverse Effect on CALIPSO, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the Noble Innovations Disclosure Schedule and except as and to the extent publicly disclosed by Noble Innovations in the July 31Noble Innovations SEC Reports, 1999 audited and as of December 31, 1999 unaudited and the March 312007, 2000 audited financial statements, none of CALIPSO or its subsidiaries had Noble Innovations does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of CALIPSO and its consolidated subsidiaries Noble Innovations (including the notes thereto) or which would have a Material Adverse Effect on CALIPSO Noble Innovations. Except as publicly disclosed by CALIPSONoble Innovations, none of CALIPSO or its subsidiaries since December 31, 2007, Noble Innovations has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to CALIPSO or its subsidiaries Noble Innovations having or which reasonably could reasonably be expected to have, a Material Adverse Effect on CALIPSONoble Innovations. Except as and to the extent publicly disclosed by CALIPSO Noble Innovations in the Noble Innovations SEC Reports and except as set forth in Section 2.8 of the Noble Innovations Disclosure Schedule, since December 31, 2007, there has not been (i) any material change by CALIPSO Noble Innovations in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by CALIPSO Noble Innovations of any of its assets having a Material Adverse Effect on CALIPSONoble Innovations, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by CATHAYONLINE of approximately $1.2 million in the July 31, 1999 audited and December 31, 1999 unaudited and the March 31, 2000 audited financial statementscertain bridge loan obligations, none of CALIPSO CATHAYONLINE or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of CALIPSO CATHAYONLINE and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on CALIPSO CATHAYONLINE. Except as disclosed by CALIPSOCATHAYONLINE, none of CALIPSO CATHAYONLINE or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to CALIPSO CATHAYONLINE or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on CALIPSOCATHAYONLINE. Except as and to the extent disclosed by CALIPSO CATHAYONLINE there has not been (i) any material change by CALIPSO CATHAYONLINE in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by CALIPSO CATHAYONLINE of any of its assets having a Material Adverse Effect on CALIPSOCATHAYONLINE, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI Disclosure Schedule and except as and to the extent publicly disclosed by RAI in the July 31RAI SEC Reports, 1999 audited and as of December 31, 1999 unaudited and the March 311999, 2000 audited financial statements, none of CALIPSO or its subsidiaries had RAI does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of CALIPSO and its consolidated subsidiaries RAI (including the notes thereto) or which would have a Material Adverse Effect on CALIPSO RAI. Except as publicly disclosed by CALIPSORAI, none of CALIPSO or its subsidiaries since December 31, 1999, RAI has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to CALIPSO or its subsidiaries RAI having or which reasonably could reasonably be expected to have, a Material Adverse Effect on CALIPSORAI. Except as and to the extent publicly disclosed by CALIPSO RAI in the RAI SEC Reports and except as set forth in Section 2.8 of the RAI Disclosure Schedule, since December 31, 1999, there has not been (i) any material change by CALIPSO RAI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by CALIPSO RAI of any of its assets having a Material Adverse Effect on CALIPSORAI, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent publicly disclosed by BRHZ in the July 31BRHZ SEC Reports filed prior to the date hereof, 1999 audited and December 31as of June 30, 1999 unaudited and the March 31, 2000 audited financial statements1997, none of CALIPSO BRHZ or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of CALIPSO BRHZ and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on CALIPSO BRHZ. Except as publicly disclosed by CALIPSOBRHZ in the BRHZ SEC Reports filed prior to the date hereof, since June 30, 1997, none of CALIPSO BRHZ or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to CALIPSO BRHZ or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on CALIPSOBRHZ. Except as and to the extent publicly disclosed by CALIPSO BRHZ in the BRHZ SEC Reports filed prior to the date hereof, since June 30, 1997, there has not been (i) any material change by CALIPSO BRHZ in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by CALIPSO BRHZ of any of its assets having a Material Adverse Effect on CALIPSOBRHZ, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the MILLENNIUM Disclosure Schedule and except as and to the extent publicly disclosed by MILLENNIUM in the July 31MILLENNIUM SEC Reports, 1999 audited and as of December 31, 1999 unaudited and the March 312005, 2000 audited financial statements, none of CALIPSO or its subsidiaries had MILLENNIUM does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of CALIPSO and its consolidated subsidiaries MILLENNIUM (including the notes thereto) or which would have a Material Adverse Effect on CALIPSO MILLENNIUM. Except as publicly disclosed by CALIPSOMILLENNIUM, none of CALIPSO or its subsidiaries since December 31, 2005, MILLENNIUM has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to CALIPSO or its subsidiaries MILLENNIUM having or which reasonably could reasonably be expected to have, a Material Adverse Effect on CALIPSOMILLENNIUM. Except as and to the extent publicly disclosed by CALIPSO MILLENNIUM in the MILLENNIUM SEC Reports and except as set forth in Section 2.8 of the MILLENNIUM Disclosure Schedule, since December 31, 2005, there has not been (i) any material change by CALIPSO MILLENNIUM in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by CALIPSO MILLENNIUM of any of its assets having a Material Adverse Effect on CALIPSOMILLENNIUM, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent publicly disclosed by CFAM in the July 31CFAM SEC Reports filed prior to the date hereof, 1999 audited and December 31as of January 2, 1999 unaudited and the March 31, 2000 audited financial statements1998, none of CALIPSO CFAM or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of CALIPSO CFAM and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on CALIPSO CFAM. Except as publicly disclosed by CALIPSOCFAM in the CFAM SEC Reports filed prior to the date hereof, since January 2, 1998, none of CALIPSO CFAM or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to CALIPSO CFAM or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on CALIPSOCFAM. Except as and to the extent publicly disclosed by CALIPSO CFAM in the CFAM SEC Reports filed prior to the date hereof, since January 2, 1998, there has not been (i) any material change by CALIPSO CFAM in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by CALIPSO CFAM of any of its assets having a Material Adverse Effect on CALIPSOCFAM, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed in the July 31, 1999 audited and December 31, 1999 unaudited and the March 31, 2000 audited financial statementsby CRAZYGRAZER, none of CALIPSO CRAZYGRAZER or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of CALIPSO CRAZYGRAZER and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on CALIPSO CRAZYGRAZER. Except as disclosed by CALIPSOCRAZYGRAZER, none of CALIPSO CRAZYGRAZER or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to CALIPSO CRAZYGRAZER or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on CALIPSOCRAZYGRAZER. Except as and to the extent disclosed by CALIPSO CRAZYGRAZER there has not been (i) any material change by CALIPSO CRAZYGRAZER in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by CALIPSO CRAZYGRAZER of any of its assets having a Material Adverse Effect on CALIPSOCRAZYGRAZER, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 4.2 of this Agreement had such action or event occurred after the date of this Agreement.