Common use of Continuing Liabilities Clause in Contracts

Continuing Liabilities. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, Seller represent, warrant, and covenant that the Company shall have no liabilities at Closing except the following (collectively, the "Continuing Liabilities"): (1) All liabilities and obligations of the Company that are accrued or reserved against on the Company's balance sheet, dated August 31, 2004 (the "Interim Balance Sheet Date") and as attached hereto as Appendix B (the "Interim Balance Sheet"), and which remain unpaid as of the Closing Date to the extent of any remaining reserve or accrual on the Company's balance sheet, dated as of the Closing Date (the "Closing Balance Sheet"); (2) All liabilities of the Company that are incurred in the ordinary course of the Business, consistent with past practice, subsequent to the Interim Balance Sheet Date and through the Closing Date, which remain unpaid as of the Closing Date and are accrued or reserved against in the Closing Balance Sheet, but only to the extent of such reserve accrual; (3) Any liability or obligation arising before the Closing Date under the Contracts (as defined in Section 2.01(e) hereof) but only to the extent of any reserve or accrual on the Closing Balance Sheet and all liabilities and obligations arising after the Closing Date under the Contracts.

Continuing Liabilities. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, Seller represent, warrant, and covenant that the Company shall have no liabilities at Closing except the following (collectively, the "“Continuing Liabilities"”): (1) All liabilities and obligations of the Company that are accrued or reserved against on the Company's ’s balance sheet, dated August 31June 30, 2004 2009 (the "“Interim Balance Sheet Date"”) and as attached hereto as Appendix B 102b1 (the "Interim Balance Sheet"“Financial Statements”), and which remain unpaid as of the Closing Date to the extent of any remaining reserve or accrual on the Company's ’s balance sheet, dated as of the Closing Date (the "“Closing Balance Sheet"”); (2) All liabilities of the Company that are incurred in the ordinary course of the Business, consistent with past practice, subsequent to the Interim Balance Sheet Date and through the Closing Date, which remain unpaid as of the Closing Date and are accrued or reserved against in the Closing Balance Sheet, but only to the extent of such reserve accrual; (3) Any liability or obligation arising before the Closing Date under the Vendor/ Consulting Contracts (as defined in Section 2.01(e) hereof) but only to the extent of any reserve or accrual on the Closing Balance Sheet and all liabilities and obligations arising after the Closing Date under the Vendor/ Consulting Contracts.

Continuing Liabilities. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, Seller represent, warrant, and covenant that the Company shall have no liabilities at Closing except the following (collectively, the "“Continuing Liabilities"”): (1) All liabilities and obligations of the Company that are accrued or reserved against on the Company's ’s balance sheet, dated August March 31, 2004 2018 (the "“Interim Balance Sheet Date"”) and as attached hereto as Appendix B 102b1 (the "“Interim Balance Sheet"”), and which remain unpaid as of the Closing Date to the extent of any remaining reserve or accrual on the Company's ’s balance sheet, dated as of the Closing Date (the "“Closing Balance Sheet"”); (2) All liabilities of the Company that are incurred in the ordinary course of the Business, consistent with past practice, subsequent to the Interim Balance Sheet Date and through the Closing Date, which remain unpaid as of the Closing Date and are accrued or reserved against in the Closing Balance Sheet, but only to the extent of such reserve accrual; (3) Any liability or obligation arising before the Closing Date under the Vendor/ Consulting Contracts (as defined in Section 2.01(e) hereof) but only to the extent of any reserve or accrual on the Closing Balance Sheet and all liabilities and obligations arising after the Closing Date under the Vendor/ Consulting Contracts.

Continuing Liabilities. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, Seller represent, warrant, and covenant that the Company shall have no liabilities at Closing except the following (collectively, the "“Continuing Liabilities"”): (1) All liabilities and obligations of the Company that are accrued or reserved against on the Company's ’s balance sheet, dated August 31February 28, 2004 2013 (the "“Interim Balance Sheet Date"”) and as attached hereto as Appendix B 102b1 (the "“Interim Balance Sheet"”), and which remain unpaid as of the Closing Date to the extent of any remaining reserve or accrual on the Company's ’s balance sheet, dated as of the Closing Date (the "“Closing Balance Sheet"”); (2) All liabilities of the Company that are incurred in the ordinary course of the Business, consistent with past practice, subsequent to the Interim Balance Sheet Date and through the Closing Date, which remain unpaid as of the Closing Date and are accrued or reserved against in the Closing Balance Sheet, but only to the extent of such reserve accrual; (3) Any liability or obligation arising before the Closing Date under the Vendor/ Consulting Contracts (as defined in Section 2.01(e) hereof) but only to the extent of any reserve or accrual on the Closing Balance Sheet and all liabilities and obligations arising after the Closing Date under the Vendor/ Consulting Contracts.

Continuing Liabilities. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, Seller represent, warrant, and covenant that the Company shall have no liabilities at Closing except the following (collectively, the "Continuing Liabilities"): (1) All liabilities and obligations of the Company that are accrued or reserved against on the Company's balance sheet, dated August 31February 22, 2004 2022 (the "Interim Balance Sheet Date") and as attached hereto as Appendix B 102(b) (the "Interim Balance Sheet"), and which remain unpaid as of the Closing Date to the extent of any remaining reserve or accrual on the Company's balance sheet, dated as of the Closing Date (the "Closing Balance Sheet"); (2) All liabilities of the Company that are incurred in the ordinary course of the Business, consistent with past practice, subsequent to the Interim Balance Sheet Date and through the Closing Date, which remain unpaid as of the Closing Date and are accrued or reserved against in the Closing Balance Sheet, but only to the extent of such reserve accrual; (3) Any liability or obligation arising ansmg before the Closing Date under the Vendor/Consulting Contracts (as defined in Section 2.01(e2.01 (e) hereof) but only to the extent of any reserve or accrual on the Closing Balance Sheet and all liabilities and obligations arising after the Closing Date under the Vendor/Consulting Contracts.

Continuing Liabilities. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, Seller represent, warrant, and covenant that the Company shall have no liabilities at Closing except the following (collectively, which are approved by the "Continuing Liabilities"):Buyer: (1) All 1.3.2.1 all liabilities and obligations of the Company that which are accrued or reserved against on the Company's balance sheet, dated August 31, 2004 (the "Interim Balance Sheet Date"(defined below) and as attached hereto as Appendix B (the "Interim Balance Sheet"), and which remain unpaid as of the Closing Date to the extent of any remaining reserve or accrual on the Company's balance sheet, dated as of the Closing Date (the "Closing Balance Sheet"); (2) All 1.3.2.2 all liabilities and obligations of the Company that which are incurred in the ordinary course of the Business, consistent with past practice, subsequent to the Interim Balance Sheet Date and through the Closing Date, which remain unpaid as of the Closing Date and are accrued or reserved against in the Closing Balance Sheet, but only to the extent of such reserve or accrual; (3) Any 1.3.2.3 the liabilities for accrued and unused paid vacation and sick days of the Company's employees who remain in the employ of the Company after the Closing, but, with respect to vacation days, only to the extent such liabilities are accrued or reserved against on the Closing Balance Sheet, and only to the extent of such reserve or accrual; 1.3.2.4 any liability or obligation arising before the Closing Date under the Contracts (as defined in Section 2.01(e) hereof) Work Agreements but only to the extent of any reserve or accrual on the Closing Date Balance Sheet and all liabilities and obligations arising after the Closing Date (other than with respect to the Company's obligations for severance and termination compensation and benefits) under the ContractsWork Agreements; and 1.3.2.5 any liability or obligation arising before the Closing under the Contracts but only to the extent of any reserve or accrual on the Closing Date Balance Sheet and all liabilities and obligations arising after the Closing under the Contracts (collectively the "Continuing Liabilities").

Continuing Liabilities. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, Seller represent, warrant, and covenant that the Company shall have no liabilities at Closing except the following (collectively, the "“Continuing Liabilities"”): (1) All liabilities and obligations of the Company that are accrued or reserved against on the Company's ’s balance sheet, dated August 31, 2004 2010 (the "“Interim Balance Sheet Date"”) and as attached hereto as Appendix B 102b1 (the "“Interim Balance Sheet"”), and which remain unpaid as of the Closing Date to the extent of any remaining reserve or accrual on the Company's ’s balance sheet, dated as of the Closing Date (the "“Closing Balance Sheet"”); (2) All liabilities of the Company that are incurred in the ordinary course of the Business, consistent with past practice, subsequent to the Interim Balance Sheet Date and through the Closing Date, which remain unpaid as of the Closing Date and are accrued or reserved against in the Closing Balance Sheet, but only to the extent of such reserve accrual; (3) Any liability or obligation arising before the Closing Date under the Vendor/ Consulting Contracts (as defined in Section 2.01(e) hereof) but only to the extent of any reserve or accrual on the Closing Balance Sheet and all liabilities and obligations arising after the Closing Date under the Vendor/ Consulting Contracts.

Continuing Liabilities. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, Seller represent, warrant, and covenant that the Company shall have no liabilities at Closing except the following (collectively, the "“Continuing Liabilities"”): (1i) All liabilities and obligations of the Company that are accrued or reserved against on the Company's ’s balance sheet, dated August 31November 30, 2004 2007 (the "“Interim Balance Sheet Date"”) and as attached hereto as Appendix B (the "“Interim Balance Sheet"”), and which remain unpaid as of the Closing Date to the extent of any remaining reserve or accrual on the Company's ’s balance sheet, dated as of the Closing Date (the "“Closing Balance Sheet"”); (2ii) All all liabilities of the Company that are incurred in the ordinary course of the Business, consistent with past practice, subsequent to the Interim Balance Sheet Date and through the Closing Date, which remain unpaid as of the Closing Date and are accrued or reserved against in the Closing Balance Sheet, but only to the extent of such reserve accrual; (3iii) Any any liability or obligation arising before the Closing Date under the Contracts (as defined in Section 2.01(e) hereof) but only to the extent of any reserve or accrual on the Closing Balance Sheet and all liabilities and obligations arising after the Closing Date under the Contracts.