Common use of Liabilities and Obligations Clause in Contracts

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.10) of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables incurred in the ordinary course of business consistent with past practice. (b) The COMPANY has also set forth on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING URSI an accurate list (which is set forth on Schedule 5.10) of with respect to the COMPANY and its Subsidiaries of: (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, ; (ii) any material all liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY Company at the Balance Sheet Date exceeding $10,000 which either (x) should have properly been accrued on the balance sheet of the Company as of the Balance Sheet Date in accordance with generally accepted accounting principles consistently applied, or otherwise (y) are liabilities of the nature described in Section 5.13, Section 5.20 and/or Section 5.22 (excluding items subject to any knowledge qualifications contained in any of these sections); (iii) to the knowledge of the COMPANY, all liabilities not reflected in on the COMPANY Financial Statements balance sheet of the Company at the Balance Sheet Date (but excluding trade payables incurred since exceeding $10,000 and existing as of the Balance Sheet Date which are not otherwise described in the immediately preceding subclause (ii); (iv) in the case of any supplement or amendment pursuant to Section 7.9, all liabilities which were incurred after the cutoff date for Schedule 5.10 or any supplement or amendment thereto and were incurred other than in the ordinary course of business consistent with past practiceor exceed $10,000 if (and only if) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which such liabilities would either be accrued on the balance sheet of the COMPANY is a partyin accordance with generally accepted accounting principles consistently applied if such balance sheet were being prepared immediately prior to Closing or if such liabilities represent liabilities of the nature described in Section 5.13, Section 5.20 and/or Section 5.22 (excluding items subject to any knowledge qualifications contained in any of these sections); and (v) to the knowledge of the COMPANY, in the case of any supplement or amendment pursuant to Section 7.9, all liabilities which were incurred after the cutoff date for Schedule 5.10 or any supplement or amendment thereto, and were incurred other than in the ordinary course of business or exceed $100,000 and are not otherwise described in the immediately preceding subclause (iv). Except as set forth on Schedule 5.10Any reference to "all liabilities" in the preceding subclauses (i) through (v) inclusive shall mean, since the Balance Sheet Datein each such instance, all liabilities of the COMPANY has not incurred any material liabilities (or the COMPANY'S Subsidiaries) of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables incurred in the ordinary course of business consistent with past practice. (b) . The COMPANY has also set forth delivered to URSI on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contestedcontingent, a reasonable estimate of the maximum amount which may be payable. For each such contingent liability, the COMPANY has provided to URSI the following information: (ivi) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (iivii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iiiviii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING METALS an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, and which are not disclosed on any of the other Schedules to this Agreement and which would have a Material Adverse Effect on the COMPANY, and (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyparty or by which its properties may be bound. Except as set forth on Schedule 5.10, to the best knowledge of the COMPANY, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to METALS on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which the COMPANY reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the COMPANY's Financial Statements. For each such contingent liability or liability for which the amount is not fixed or are being is contested, the COMPANY has provided to METALS the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING CSI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all material liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited Date which by their nature would be required in accordance with GAAP to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise be reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) balance sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to CSI on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which the COMPANY reasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, the COMPANY has provided to CSI the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING CSI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all material liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited Date which by their nature would be required in accordance with GAAP to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise be reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) balance sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to CSI on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which the COMPANY reasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, the COMPANY has provided to CSI the following information: (i) a summary description of the liability together with the following: : (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING PARENT an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that 10,000 which are not reflected on in the balance sheet as of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practiceDate) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables nonmaterial liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to PARENT on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY's knowledge, threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which may be payable. For any such contingent liability or liability for which the amount is not fixed or is contested, the COMPANY has provided to PARENT the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding;; and (ii) the name of each the court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) either (x) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each the such liability, or (y) a specific description of any related reserve that may have been reflected in the Balance Sheet as of the Balance Sheet Date, with respect to such liability. If no estimate is providedprovided or no specific reserve is reflected in the Balance Sheet as of the Balance Sheet Date, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY Each Target Company has delivered to HOLDING Xxxxxx and DII an accurate list (which is set forth on Schedule 5.103.10) of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date each such Target Company ------------- or otherwise reflected in the COMPANY Target Company Financial Statements at April 30, 2001 (the "Current Balance Sheet Date"), and which are not disclosed on any of -------------------------- the other Schedules to this Agreement, and (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY such Target Company is a partyparty or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY Each Target Company has not incurred any material liabilities of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) The COMPANY practices. Each Target Company has also set forth delivered to Xxxxxx and DII on Schedule 5.103.10, in the case of those contingent ------------- liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which such Target Company reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Target Company Financial Statements. For each such contingent liability or liability for which the amount is not fixed or are being is contested, such Target Company has provided to Xxxxxx and DII the following information: (ia) a summary description of the liability together with the following: (ai) copies of all relevant documentation relating thereto; (bii) amounts claimed and any other action or relief sought; and (ciii) name of claimant and all other parties to the claim, suit or proceeding; (iib) the name of each court or agency before which such claim, suit or proceeding is pending; (iiic) the date such claim, suit or proceeding was instituted; and (ivd) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING Schedule 5.10 sets forth an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY Company which are not reflected on the balance sheet Interim Balance Sheet of the COMPANY Company at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Interim Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date except for those liabilities not required to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and which were not reflected or disclosed in the ordinary course of business consistent with past practice) Interim Balance Sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY Company is a partyparty or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY Company has not incurred any material liabilities or obligations of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business and consistent with past practice. (b) practices. The COMPANY Company has also set forth delivered to Pentacon on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or other liabilities reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. For each such contingent liability or liability for which are the amount is not fixed or are being is contested, the Company has provided to Pentacon the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iii) the date (if any) on which such claim, suit or proceeding was instituted; and instituted or the date (ivperiod) a good faith and reasonable estimate of the maximum amount, if any, to which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeroclaim relates. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING Schedule 5.10 is an accurate list with --------------------------- respect to the COMPANY of all liabilities as of a date specified therein, which date shall not be more than thirty (which is set forth on 30) days prior to the date of this Agreement. Schedule 5.10) of 5.10 shall be amended or supplemented pursuant to Section 7.9 to list (i) all liabilities which were incurred after such date and were incurred other than in the ordinary course of business or which exceed $10,000 (individually or in the COMPANY which are not reflected aggregate) if (and only if) such liabilities would either be accrued on the balance sheet of the COMPANY at in accordance with generally accepted accounting principles consistently applied if such balance sheet were being prepared immediately prior to Closing or if such liabilities represent liabilities of the Balance Sheet Date or otherwise reflected nature described in Section 5.13, Section 5.19, Section 5.20 and/or Section 5.22 (excluding items that are both not known to the COMPANY Financial Statements at the Balance Sheet Date, and not covered by any of such sections because of knowledge qualifications contained in one or more of such sections); and (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables which were incurred since the Balance Sheet Date after such date and were incurred other than in the ordinary course of business consistent with past practiceor which exceed $100,000 (in the aggregate) and are not otherwise described in the immediately preceding subclause (iii) i). Any reference to "all loan agreementsliabilities" in this Section 5.10 shall mean, indemnity or guaranty agreementsin each such instance, bonds, mortgages, liens, pledges or other security agreements to which all liabilities of the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise. In the case of those liabilities which are contingent, other than trade payables incurred in Schedule 5.10 includes, and each amendment or supplement pursuant to Section 7.9 will include, a reasonable estimate of the ordinary course of business consistent with past practice. (b) The maximum amount which may be payable. For each such contingent liability, the COMPANY has also set forth on Schedule 5.10, provided (or in the case of those contingent liabilities related listed in an amendment or supplement pursuant to pending orSection 7.9, will provide) to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contested, HDS the following information: (ia) a summary description of the liability together with the following: (a1) copies of all relevant documentation relating thereto; (b2) amounts claimed and any other action or relief sought; and (c3) name of claimant and all other parties to the claim, suit or proceeding; (iib) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iiic) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING PC an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, and (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that 10,000 which are not reflected on the balance sheet as of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practiceDate) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which may be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, the COMPANY has provided to PC the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding;. (ii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable best estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the best estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered Company is not liable for or subject to HOLDING an accurate list (which is set forth on Schedule 5.10) of any liabilities except for: (i) all those liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Interim Balance Sheet Date Sheet, as defined herein, and not previously paid or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, discharged; (ii) any material those liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected arising in the COMPANY Financial Statements at the Balance Sheet Date ordinary course of its business consistent with past practice under any contract, commitment or agreement that is not required to be listed on SCHEDULE 5.18(A) and those liabilities under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement. (but excluding trade payables iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material; and (iv) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as those liabilities set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables incurred in the ordinary course of business consistent with past practiceSCHEDULE 5.11. (b) The COMPANY Company has also set forth on Schedule 5.10provided to CCC, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a its good faith and reasonable estimate of the maximum amount, if any, amount which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement may be deemed to be zeropayable. (c) The COMPANY and SCHEDULE 5.11 also includes a summary description of all plans or projects involving the STOCKHOLDERS shall have no liability pursuant opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to Section 11 for which management of the Company has made any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected material expenditure in the balance sheet two- year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 5.11, the term "liabilities" shall ----------- include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. SCHEDULE 5.11 contains a complete list of all indebtedness of the COMPANY Company as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregateDate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.10) of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.104.10(a), since as of the Balance Sheet Date, the COMPANY Company has not incurred any material no liabilities or obligations of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, which are not reflected in the Company Interim Financial Statements at the Balance Sheet Date. In addition, except as set forth on Schedule 4.10(a), since the Balance Sheet Date, the Company has not incurred any material liabilities or obligations of any kind, character or description whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business and consistent with past practice. (b) The COMPANY has also set forth on Schedule 5.10, in the case of those operating practices. For each contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, liability or other liabilities liability for which are the amount is not fixed or are being is contested, the Company has included on Schedule 4.10(a) the following information: (i) a summary description of the liability together with the following: (aA) copies of all relevant the principal documentation in the possession of the Company or its directors, officers, management, stockholders or key employees relating thereto; ; (bB) amounts claimed and any other action or relief sought; and and (cC) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv. Schedule 4.10(b) a good faith sets forth an accurate list of all trade accounts payable, accrued liabilities, indebtedness and reasonable estimate other liabilities of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are Company as reflected in the balance sheet of the COMPANY Company Interim Financial Statements as of the Balance Sheet Date Date. Schedule 4.10(b) also includes copies of all loan agreements, floor plan financing agreements, warranty, indemnity or otherwise reflected in guarantee agreements, bonds, mortgages, pledges or other security agreements to which the COMPANY Financial Statements at the Balance Sheet Date Company is a party or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregateby which its properties may be bound.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING CEI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practicebusiness. (b) The COMPANY has also set forth on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING CTS an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY in excess of $10,000 which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, Date and (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (ia) a summary description of the liability together with the following: and has provided CTS's counsel with: (ai) copies of all relevant documentation relating thereto; ; (bii) amounts claimed and any other action or relief sought; and (ciii) and name of claimant and all other parties to the claim, suit or proceeding; (iib) the name of each court or agency before which such claim, suit or proceeding is pending; (iiic) the date such claim, suit or proceeding was instituted; and (ivd) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY Xxxxxx has delivered to HOLDING the Partnership and each Target Company an accurate list (which is set forth on Schedule 5.104.13) of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date Xxxxxx or ------------- otherwise reflected in the COMPANY Xxxxxx Financial Statements at October 31, 2000 (the "Xxxxxx Balance Sheet Date"), and which are not disclosed on any of the other ------------------------- Schedules to this Agreement, and (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY Xxxxxx is a partyparty or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY Xxxxxx has not incurred any material liabilities of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) The COMPANY practices. Xxxxxx has also set forth delivered to the Partnership and each Target Company on Schedule 5.10, 4.26 in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, ------------- or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which Xxxxxx reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Xxxxxx Financial Statements. For each such contingent liability or liability for which the amount is not fixed or are being is contested, Xxxxxx has provided to the Partnership and each Target Company the following information: (ia) a summary description of the liability together with the following: (ai) copies of all relevant documentation relating thereto; (bii) amounts claimed and any other action or relief sought; and (ciii) name of claimant and all other parties to the claim, suit or proceeding; (iib) the name of each court or agency before which such claim, suit or proceeding is pending; (iiic) the date such claim, suit or proceeding was instituted; and (ivd) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING CTS an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY in excess of $10,000 which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, Date and (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (ia) a summary description of the liability together with the following: and has provided CTS's counsel with: (ai) copies of all relevant documentation relating thereto; (bii) amounts claimed and any other action or relief sought; and; (ciii) and name of claimant and all other parties to the claim, suit or proceeding; (iib) the name of each court or agency before which such claim, suit or proceeding is pending; (iiic) the date such claim, suit or proceeding was instituted; and (ivd) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING PARENT an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that 10,000 which are not reflected on in the balance sheet as of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practiceDate) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables nonmaterial liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to PARENT on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY's knowledge, threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which may be payable. For any such contingent liability or liability for which the amount is not fixed or is contested, the COMPANY has provided to PARENT the following information: (i) a summary description of the liability together with the following: : (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding;; and (ii) the name of each the court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) either (x) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each the such liability, or (y) a specific description of any related reserve that may have been reflected in the Balance Sheet as of the Balance Sheet Date, with respect to such liability. If no estimate is providedprovided or no specific reserve is reflected in the Balance Sheet as of the Balance Sheet Date, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. Schedule 4.7 to AMDI Disclosure Letter includes accurate lists as of September 30, 2000 (a) The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.10the "Balance Sheet Date") of (i) all material liabilities of the COMPANY AMDI which are not reflected on the balance sheet Balance Sheet of the COMPANY AMDI at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY AMDI Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since which by their nature would be required in accordance with GAAP to be reflected in the Balance Sheet Date in the ordinary course of business consistent with past practice) Sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.104.7 to AMDI Disclosure Letter, since the Balance Sheet Date, the COMPANY Date AMDI has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) The COMPANY has business. Schedule 4.7 to AMDI Disclosure Letter also set forth on Schedule 5.10includes, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which AMDI reasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, AMDI has provided to NISCX xxx the Shareholder the following information: (ia) a A summary description of the liability together with the following: (ai) copies of all relevant documentation relating thereto; (bii) amounts claimed and any other action or relief sought; and (ciii) name of claimant and all other parties to the claim, suit or proceeding; (iib) the The name of each court or agency before which such claim, suit or proceeding is pending;; and (iiic) the The date such claim, suit or proceeding was instituted; and (ivd) a A good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING an VESTCOM a complete and accurate list (which is set forth on Schedule 5.10) of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, of all liabilities of the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwiseotherwise (i) which are reflected on the balance sheet of the COMPANY at the Balance Sheet Date, (ii) exceeding $10,000 which are not reflected on the balance sheet as of the Balance Sheet Date, (iii) which were incurred after the Balance Sheet Date and were incurred other than trade payables incurred in the ordinary course of the COMPANY'S business consistent with past practice. or which exceed $10,000 (bindicating which ones were incurred other than in the ordinary course of business), or (iv) expenses of the COMPANY referred to in Section 5.26 hereof. Except as set forth on Schedule 5.10, each liability of the COMPANY was incurred by the COMPANY in the ordinary course of its business. Except as set forth on Schedule 5.10 or in the notes to the COMPANY Financial Statements, the COMPANY, as of the date hereof, has no term or funded debt to banks or Affiliates. Schedule 5.10 also indicates all personal guarantees of the STOCKHOLDERS on the COMPANY's debt. The COMPANY also has also set forth delivered to VESTCOM on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contestedcontingent, a reasonable estimate of the maximum amount which may be payable. For each such contingent liability, the COMPANY has provided to VESTCOM the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding, if any; (ii) the name of each court or agency before which such claim, suit or proceeding is pending, if any; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered Schedule 5.10 to HOLDING an the ANI Disclosure Letter includes accurate list (which is set forth on Schedule 5.10) lists as of the Balance Sheet Date of (i) all material liabilities of the COMPANY ANI which are not reflected on the balance sheet Balance Sheet of the COMPANY ANI at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY ANI Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since which by their nature would be required in accordance with GAAP to be reflected in the Balance Sheet Date in the ordinary course of business consistent with past practice) Sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.105.10 to the ANI Disclosure Letter, since the Balance Sheet Date, the COMPANY Date ANI has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) The COMPANY has business. Schedule 5.10 to the ANI Disclosure Letter also set forth on Schedule 5.10includes, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which ANI reasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, ANI has provided to Newco the following information: (ia) a A summary description of the liability together with the following: (ai) copies of all relevant documentation relating thereto; (bii) amounts claimed and any other action or relief sought; and (ciii) name of claimant and all other parties to the claim, suit or proceeding; (iib) the The name of each court or agency before which such claim, suit or proceeding is pending;; and (iiic) the The date such claim, suit or proceeding was instituted; and (ivd) a A good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (aSchedule 5.10(a) The COMPANY has delivered to HOLDING sets forth an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all material liabilities of the COMPANY Company which are not reflected on the combined balance sheet of the COMPANY Company at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date which by their nature would be required in accordance with GAAP to be reflected in the ordinary course of business consistent with past practice) balance sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY Company is a partyparty or by which its properties may be bound other than bid bonds and performance bonds made in the Ordinary Course of Business. Except as set forth on Schedule 5.105.10(b), since the Balance Sheet Date, the COMPANY Company has not incurred any material liabilities or obligations of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course Ordinary Course of business consistent with past practice. (b) Business. The COMPANY Company has also set forth delivered to AmPaM, on Schedule 5.105.10(c), in the case a list of those contingent liabilities related to pending or, to the knowledge of the COMPANY, litigation or litigation that has been threatened litigationin writing, or other material liabilities which are not fixed or are being otherwise accrued or reserved. For each such contingent liability of the Company or liability of the Company for which the amount is not fixed or is contested, the Company has provided to AmPaM the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation in the possession of the Company or its directors, officers or stockholders relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which the Company expects, based on information available, is likely to become payable with respect to each such liabilityliability and the amount, if any, accrued or reserved for each such potential liability on the Financial Statements. If no estimate is providedAmPaM acknowledges that all estimates referred to above and set forth on Schedule 5.10(c) are only good faith estimates, and that the Company and the Stockholders expressly do not represent or warrant that the actual amounts of such liabilities will be equal to, or more or less than, the estimate shall for purposes amounts of this Agreement be deemed to be zerosuch estimates. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING Schedule 5.10 sets forth an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all material liabilities of the COMPANY Company which are not reflected on the balance sheet of the COMPANY Company at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date which by their nature would be required in accordance with GAAP to be reflected in the ordinary course of business consistent with past practice) balance sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY Company is a partyparty or by which its properties may be bound other than those made in the ordinary course of business and consistent with past practice. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY Company has not incurred any material liabilities or obligations of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business and consistent with past practice. (b) practices. The COMPANY Company has also set forth delivered to IES on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, litigation or litigation that has been threatened litigationin writing, or other material liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is contested, the Company has provided to IES the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation in the possession of the Company or its directors, officers or stockholders relating thereto; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and and (iv) a good faith and reasonable estimate of the maximum amount, if any, which the Company expects, based on information available, is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING PARENT an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that 10,000 which are not reflected on in the balance sheet as of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practiceDate) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables nonmaterial liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to PARENT on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY's knowledge, threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which may be payable. For any such contingent liability or liability for which the amount is not fixed or is contested, the COMPANY has provided to PARENT the following information: (i) a summary description of the liability together with the following:: -10- (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding;; and (ii) the name of each the court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) either (x) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each the such liability, or (y) a specific description of any related reserve that may have been reflected in the Balance Sheet as of the Balance Sheet Date, with respect to such liability. If no estimate is providedprovided or no specific reserve is reflected in the Balance Sheet as of the Balance Sheet Date, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has STOCKHOLDERS have delivered to HOLDING CONDOR an accurate list (which is set forth on Schedule 5.102.7) as of the Balance Sheet Date of (i) all liabilities of the COMPANY LINC in excess of $10,000 which are not reflected on the balance sheet of the COMPANY LINC at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY LINC Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY LINC is a party. Except as set forth on Schedule 5.102.7, since the Balance Sheet Date, the COMPANY LINC has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has STOCKHOLDERS have also set forth on Schedule 5.102.7, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (ia) a summary description of the liability together with the following: and has provided CONDOR's counsel with: (ai) copies of all relevant documentation relating thereto; ; (bii) amounts claimed and any other action or relief sought; and and (ciii) and name of claimant and all other parties to the claim, suit or proceeding; (iib) the name of each court or agency before which such claim, suit or proceeding is pending; (iiic) the date such claim, suit or proceeding was instituted; and (ivd) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. Schedule 4.7 to AMDI Disclosure Letter includes accurate lists as of September 30, 2000 (a) The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.10the "Balance Sheet Date") of (i) all material liabilities of the COMPANY AMDI which are not reflected on the balance sheet Balance Sheet of the COMPANY AMDI at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY AMDI Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since which by their nature would be required in accordance with GAAP to be reflected in the Balance Sheet Date in the ordinary course of business consistent with past practice) Sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.104.7 to AMDI Disclosure Letter, since the Balance Sheet Date, the COMPANY Date AMDI has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) The COMPANY has business. Schedule 4.7 to AMDI Disclosure Letter also set forth on Schedule 5.10includes, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which AMDI reasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, AMDI has provided to NISXX xxd the Shareholder the following information: (ia) a A summary description of the liability together with the following: (ai) copies of all relevant documentation relating thereto; (bii) amounts claimed and any other action or relief sought; and (ciii) name of claimant and all other parties to the claim, suit or proceeding; (iib) the The name of each court or agency before which such claim, suit or proceeding is pending;; and (iiic) the The date such claim, suit or proceeding was instituted; and (ivd) a A good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING an VESTCOM a complete and accurate list (which is set forth on Schedule 5.10) of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, of all liabilities of the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwiseotherwise (i) which are reflected on the balance sheet of the COMPANY at the Balance Sheet Date, (ii) exceeding $10,000 which are not reflected on the balance sheet as of the Balance Sheet Date, and (iii) which were incurred after the Balance Sheet Date and were incurred other than trade payables incurred in the ordinary course of the COMPANY'S business consistent with past practice. or which exceed $10,000 (b) indicating which ones were incurred other than in the ordinary course of business). Except as set forth on Schedule 5.10, each liability of the COMPANY was incurred by the COMPANY in the ordinary course of its business. Except as set forth on Schedule 5.10 or in the notes to the COMPANY Financial Statements, the COMPANY, as of the date hereof, has no term or funded debt to banks or Affiliates. Schedule 5.10 also indicates all personal guarantees of the STOCKHOLDERS on the COMPANY's debt. The COMPANY also has also set forth delivered to VESTCOM on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contestedcontingent, a reasonable estimate of the maximum amount which may be payable. For each such contingent liability, the COMPANY has provided to VESTCOM the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.;

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING an VESTCOM a complete and accurate list (which is set forth on Schedule 5.10) of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, of all liabilities of the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwiseotherwise (i) which are reflected on the balance sheet of the COMPANY at the Balance Sheet Date, (ii) exceeding $10,000 which are not reflected on the balance sheet as of the Balance Sheet Date, (iii) which were incurred after the Balance Sheet Date and were incurred other than trade payables incurred in the ordinary course of the COMPANY'S business consistent with past practice. or which exceed $10,000 (bindicating which ones were incurred other than in the ordinary course of business) and (iv) expenses of the COMPANY referred to in Section 5.26 hereof. Except as set forth on Schedule 5.10, each liability of the -15- 23 COMPANY was incurred by the COMPANY in the ordinary course of its business. Except as set forth on Schedule 5.10 or in the notes to the COMPANY Financial Statements, the COMPANY, as of the date hereof, has no term or funded debt to banks or Affiliates. Schedule 5.10 also indicates all personal guarantees of the STOCKHOLDERS on the COMPANY'S debt. The COMPANY also has also set forth delivered to VESTCOM on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contestedcontingent, a reasonable estimate of the maximum amount which may be payable. For each such contingent liability, the COMPANY has provided to VESTCOM the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding, if any; (ii) the name of each court or agency before which such claim, suit or proceeding is pending, if any; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable best estimate by the COMPANY of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the COMPANY'S reasonable estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING PARENT an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that 10,000 which are not reflected on in the balance sheet as of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practiceDate) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables nonmaterial liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to PARENT on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY's knowledge, threatened litigation, -12- or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which may be payable. For any such contingent liability or liability for which the amount is not fixed or is contested, the COMPANY has provided to PARENT the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding;; and (ii) the name of each the court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) either (x) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each the such liability, or (y) a specific description of any related reserve that may have been reflected in the Balance Sheet as of the Balance Sheet Date, with respect to such liability. If no estimate is providedprovided or no specific reserve is reflected in the Balance Sheet as of the Balance Sheet Date, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has COMPANIES have delivered to HOLDING PARENT an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY COMPANIES which are not reflected on the balance sheet of the COMPANY COMPANIES at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY COMPANIES (including but not limited to all liabilities in excess of $10,000) that 10,000 which are not reflected on in the balance sheet as of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practiceDate) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the COMPANY has COMPANIES have not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables nonmaterial liabilities incurred in the ordinary course of business consistent with past practice. (b) The business. Each COMPANY has also set forth delivered to PARENT on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the such COMPANY's knowledge, threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which may be payable. For any such contingent liability or liability for which the amount is not fixed or is contested, such COMPANY has provided to PARENT the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding;; and (ii) the name of each the court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) either (x) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each the such liability, or (y) a specific description of any related reserve that may have been reflected in the Balance Sheet as of the Balance Sheet Date, with respect to such liability. If no estimate is providedprovided or no specific reserve is reflected in the Balance Sheet as of the Balance Sheet Date, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING an accurate list (Section 2.7 of the Disclosure Schedule lists or describes all present liabilities, of every kind, character and description and whether accrued, absolute, fixed, contingent or otherwise, of the UK Subsidiary which is set forth on Schedule 5.10) of (i) all liabilities of individually exceed or reasonably could be expected to exceed $2,500 and (ii) (A) had been incurred prior to the COMPANY which Current Balance Sheet Date, but are not reflected on the balance sheet of dated March 31, 2005 (the COMPANY at “Balance Sheet”), or (B) were incurred after the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Current Balance Sheet Date. That section of the Disclosure Schedule also lists and describes: (i) each of the UK Subsidiary’s outstanding secured and unsecured guaranties not constituting its indebtedness and, for each of those guaranties, whether any stockholder or affiliate of any stockholder is a Person whose obligation is covered by that guaranty, and (ii) for each of the items listed under clause (i) of this sentence, (A) if that item is secured by any property or other asset of the UK Subsidiary or any asset of Timeline constituting a First Acquisition Acquired Asset, the nature of that security, and (B) if that item is covered in whole or in part by a guaranty of any stockholder or any affiliate of any stockholder, the name of the guarantor. The UK Subsidiary has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) except for (i) those reflected or reserved against in the Stand-Alone Balance Sheet (including the notes thereto) and not previously paid or discharged, (ii) any material current liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables incurred in the ordinary course of business consistent with past practice. (b) The COMPANY has also set forth on Schedule 5.10since the Current Balance Sheet Date and not previously paid or discharged, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) expenses incurred in connection with the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of transactions contemplated by this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall or other agreements that do not have no liability pursuant to Section 11 for any inadvertent omission liabilities potentially in excess of liabilities from Schedule 5.10 if (i) such liabilities are reflected $2,500 in the balance sheet of aggregate and were entered into by the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter UK Subsidiary in the ordinary course of business its business, consistent with its past practice and are not material either individually or in the aggregatepractices.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING Schedule 5.10 sets forth an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all material liabilities of the COMPANY Company which are not reflected on the balance sheet of the COMPANY Company at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date which by their nature would be required in accordance with GAAP to be reflected in the ordinary course of business consistent with past practice) balance sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY Company is a partyparty or by which its properties may be bound other than those made in the ordinary course of business and consistent with past practice. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY Company has not incurred any material liabilities or obligations of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business and consistent with past practice. (b) practices. The COMPANY Company has also set forth delivered to IES on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, litigation or litigation that has been threatened litigationin writing, or other material liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is contested, the Company has provided to IES the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation in the possession of the Company or its directors, officers or stockholders relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered Schedule 5.10 to HOLDING an the ASH Disclosure Letter includes accurate list (which is set forth on Schedule 5.10) lists as of the Balance Sheet Date of (i) all material liabilities of the COMPANY ASH which are not reflected on the balance sheet Balance Sheet of the COMPANY ASH at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY ASH Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since which by their nature would be required in accordance with GAAP to be reflected in the Balance Sheet Date in the ordinary course of business consistent with past practice) Sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.105.10 to the ASH Disclosure Letter, since the Balance Sheet Date, the COMPANY Date ASH has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) The COMPANY has business. Schedule 5.10 to the ASH Disclosure Letter also set forth on Schedule 5.10includes, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which ASH reasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, ASH has provided to Newco the following information: (ia) a A summary description of the liability together with the following: (ai) copies of all relevant documentation relating thereto; (bii) amounts claimed and any other action or relief sought; and (ciii) name of claimant and all other parties to the claim, suit or proceeding; (iib) the The name of each court or agency before which such claim, suit or proceeding is pending;; and (iiic) the The date such claim, suit or proceeding was instituted; and (ivd) a A good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. Schedule 3.7 to the NISCX Xxxclosure Letter includes accurate lists as of September 30, 2000 (a) The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.10the "Balance Sheet Date") of (i) all material liabilities of the COMPANY which NISCX xxxch are not reflected on the balance sheet Balance Sheet of the COMPANY at NISCX xx the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial NISCX Xxxancial Statements at the Balance Sheet Date (but excluding trade payables incurred since which by their nature would be required in accordance with GAAP to be reflected in the Balance Sheet Date in the ordinary course of business consistent with past practice) Sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.103.7 to the NISCX Xxxclosure Letter, since the Balance Sheet Date, the COMPANY has Date NISCX xxx not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) The COMPANY has business. Schedule 3.7 to the NISCX Xxxclosure Letter also set forth on Schedule 5.10includes, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which NISCX xxxsonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, NISCX xxx provided to AMDI the following information: (ia) a A summary description of the liability together with the following: (ai) copies of all relevant documentation relating thereto; (bii) amounts claimed and any other action or relief sought; and (ciii) name of claimant and all other parties to the claim, suit or proceeding; (iib) the The name of each court or agency before which such claim, suit or proceeding is pending;; and (iiic) the The date such claim, suit or proceeding was instituted; and (ivd) a A good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING METALS an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, and which are not disclosed on any of the other Schedules to this Agreement and which would have a Material Adverse Effect on the COMPANY, and (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyparty or by which its properties may be bound. Except as set forth on Schedule 5.10, to the best knowledge of the COMPANY, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to METALS on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which the COMPANY reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the COMPANY's Financial Statements. For each such contingent liability or liability for which the amount is not fixed or are being is contested, the COMPANY has provided to METALS the following information: (i) a summary description of the liability together with the following: : (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING an MARINEMAX a true, complete and accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all material liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date which by their nature would be required in the ordinary course of business consistent accordance with past practice) GAAP to be reflected in such balance sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which COMPANY or any of its assets is bound and which individually or in the COMPANY is a partyaggregate involve sums in excess of $25,000. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) The business. COMPANY has also set forth delivered to MARINEMAX on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities incurred under the agreements listed pursuant to Section 5.10(ii) which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which COMPANY reasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, COMPANY has provided to MARINEMAX the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto;; and (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING an MARINEMAX a true, complete and accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all material liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date which by their nature would be required in the ordinary course of business consistent accordance with past practice) GAAP to be reflected in such balance sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which COMPANY or any of its assets is bound and which individually or in the COMPANY is a partyaggregate involve sums in excess of $25,000. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) The business. COMPANY has also set forth delivered to MARINEMAX on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities incurred under the agreements listed pursuant to Section 5.10(ii) which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which COMPANY reasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, COMPANY has provided to MARINEMAX the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto;; and (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING CSI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all material liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, and (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to CSI on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which the COMPANY reasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, the COMPANY has provided to CSI the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (aSchedule 5.10(a) The COMPANY has delivered to HOLDING sets forth an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all material liabilities of the COMPANY Company which are not reflected on the combined balance sheet of the COMPANY Company at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date which by their nature would be required in accordance with GAAP to be reflected in the ordinary course of business consistent with past practice) balance sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY Company is a partyparty or by which its properties may be bound other than bid bonds and performance bonds made in the Ordinary Course of Business. Except as set forth on Schedule 5.105.10(b), since the Balance Sheet Date, the COMPANY Company has not incurred any material liabilities or obligations of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course Ordinary Course of business consistent with past practice. (b) Business. The COMPANY Company has also set forth delivered to AmPaM, on Schedule 5.105.10(c), in the case a list of those contingent liabilities related to pending or, to the knowledge of the COMPANY, litigation or litigation that has been threatened litigationin writing, or other material liabilities which are not fixed or are being otherwise accrued or reserved. For each such contingent liability of the Company or liability of the Company for which the amount is not fixed or is contested, the Company has provided to AmPaM the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation in the possession of the Company or its directors, officers or stockholders relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which the Company expects, based on information available, is likely to become payable with respect to each such liabilityliability and the amount, if any, accrued or reserved for each such potential liability on the Financial Statements. If no estimate is providedAmPaM acknowledges that all estimates referred to above and set forth on Schedule 5.10(c) are only good faith estimates, and that the Company and the Stockholders expressly do not represent or warrant that the actual amounts of such liabilities will be equal to, or more or less than, the estimate shall for purposes amounts of this Agreement be deemed to be zerosuch estimates. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING PARENT an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that 10,000 which are not reflected on in the balance sheet as of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practiceDate) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables nonmaterial liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to PARENT on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY's knowledge, threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which may be payable. For any such contingent liability or liability for which the amount is not fixed or is contested, the COMPANY has provided to PARENT the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding;; and (ii) the name of each the court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) either (x) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each the such liability, or (y) a specific description of any related reserve that may have been reflected in the Balance Sheet as of the Balance Sheet Date, with respect to such liability. If no estimate is providedprovided or no specific reserve is reflected in the Balance Sheet as of the Balance Sheet Date, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. Schedule 3.7 to the NISXX Xxsclosure Letter includes accurate lists as of September 30, 2000 (a) The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.10the "Balance Sheet Date") of (i) all material liabilities of the COMPANY which NISXX xxich are not reflected on the balance sheet Balance Sheet of the COMPANY at NISXX xx the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial NISXX Xxnancial Statements at the Balance Sheet Date (but excluding trade payables incurred since which by their nature would be required in accordance with GAAP to be reflected in the Balance Sheet Date in the ordinary course of business consistent with past practice) Sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.103.7 to the NISXX Xxsclosure Letter, since the Balance Sheet Date, the COMPANY has Date NISXX xxs not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) The COMPANY has business. Schedule 3.7 to the NISXX Xxsclosure Letter also set forth on Schedule 5.10includes, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which NISXX xxasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, NISXX xxs provided to AMDI the following information: (ia) a A summary description of the liability together with the following: (ai) copies of all relevant documentation relating thereto; (bii) amounts claimed and any other action or relief sought; and (ciii) name of claimant and all other parties to the claim, suit or proceeding; (iib) the The name of each court or agency before which such claim, suit or proceeding is pending;; and (iiic) the The date such claim, suit or proceeding was instituted; and (ivd) a A good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY Company has delivered to HOLDING an CLC a complete and accurate list (which is set forth on Schedule 5.10) 5.11, of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the COMPANY has not incurred any material liabilities Company of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwiseotherwise (i) which are reflected on the balance sheet of the Company at the Balance Sheet Date, and (ii) which were incurred after the Balance Sheet Date and were incurred other than trade payables incurred in the ordinary course of the Company's business consistent or which exceed $25,000 (indicating which ones were incurred other than in the ordinary course of business). The liabilities which are not reflected on the balance sheet at the Balance Sheet Date do not exceed in the aggregate $25,000. As of the Closing Date, liabilities owing to Affiliates and to persons acting not at arm's length with past practice. the Company, excluding amounts owed to Dolmen (b1994) The COMPANY has also Inc., are $733,943.18. Except as set forth on Schedule 5.105.11, each liability of the Company was incurred by the Company in the ordinary course of its business. Except as set forth on Schedule 5.11 or in the notes to the Company's Financial Statements, the Company, as of the date hereof, has no term or funded debt to banks or Affiliates. Schedule 5.11 also indicates all personal guarantees of the Stockholders on the Company's debt. The Company also has delivered to CLC on Schedule 5.11, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contestedcontingent, a reasonable estimate of the maximum amount which may be payable. For each such contingent liability, the Company has provided to CLC the following information: (i) 5.11.1 a summary description of the liability together with the following: (a) 5.11.1.1 copies of all relevant documentation relating thereto; (b) 5.11.1.2 amounts claimed and any other action or relief sought; and (c) 5.11.1.3 name of claimant and all other parties to the claim, suit or proceeding, if any; (ii) 5.11.2 the name of each court or agency before which such claim, suit or proceeding is pending, if any; (iii) 5.11.3 the date such claim, suit or proceeding was instituted; and (iv) 5.11.4 a good faith and reasonable best estimate by the Company of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the Company's reasonable estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. Schedule 4.9 sets forth (a) The COMPANY has delivered to HOLDING an accurate list all Debt of the Company and (which is set forth on Schedule 5.10) of (ib) all liabilities of the COMPANY Company (if any) of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise which are not reflected on the most recent balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected Company included in the COMPANY Company Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected set forth on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) and (iii) Schedule 4.9. Schedule 4.9 also sets forth all loan agreements, financing agreements, reimbursement agreements (including any for bonds, surety arrangements, letters of credit or indebtedness for borrowed money), indemnity or agreements, guaranty agreements, bonds, promissory notes, mortgages, liensindentures, pledges pledge agreements, security agreements or other security similar agreements to which the COMPANY Company is a partyparty or by which the Company is bound or its property is subject. Except as set forth on Schedule 5.104.9, since the Balance Sheet Date, Due Diligence Date (i) the COMPANY Company has not incurred any material Debt and (ii) the Company has not incurred any liabilities of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. practice (b) The COMPANY has also set forth on Schedule 5.10none of which is for breach of contract, in breach of warranty, tort, infringement or violation of law). In the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being contestedotherwise accrued, the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) Schedule 4.9 sets forth a good faith and reasonable estimate of the maximum amount, if any, amount which is likely to become payable with respect to each such liabilitythe Company reasonably expects will be payable. If no estimate is providedprovided on Schedule 4.9, the estimate shall for purposes of this Agreement be deemed to be zero. At the Closing, there shall be no outstanding notes payable or other Debt owed to the Stockholder or any of his affiliates, relatives or any other related parties. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING CSI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all material liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including but not limited which by their nature would be required in accordance with GAAP to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise be reflected in the COMPANY Financial Statements at the Balance Sheet Date (but excluding trade payables incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice) balance sheet, and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the COMPANY is a partyagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than trade payables liabilities incurred in the ordinary course of business consistent with past practice. (b) business. The COMPANY has also set forth delivered to CSI on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which the COMPANY reasonably expects will be payable. For each such contingent liability or liability for which the amount is not fixed or is contested, the COMPANY has provided to CSI the following information: (i) a summary description of the liability together with the following: : (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date or (ii) such liabilities were incurred thereafter in the ordinary course of business consistent with past practice and are not material either individually or in the aggregate.

Liabilities and Obligations. (a) The COMPANY has delivered to HOLDING Attached hereto as Schedule 6.13 is an accurate list (which is set forth on Schedule 5.10) list, as of a date not more than two days prior to the date of this Agreement, of: (i) all liabilities of the COMPANY Company which are not reflected on the unaudited balance sheet as of the COMPANY at the Interim Balance Sheet Date or otherwise reflected included in the COMPANY Unaudited Financial Statements at the Balance Sheet Date, Statements; (ii) any all liabilities incurred thereafter other than in the ordinary course of business; (iii) all material liabilities of the COMPANY (including but not limited to all liabilities in excess of $10,000) that are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected incurred thereafter in the COMPANY Financial Statements at the Balance Sheet Date ordinary course of business, excluding liabilities incurred in connection with Leases (but excluding trade payables incurred since the Balance Sheet Date as defined herein) and Lease Documents (as defined herein) in the ordinary course of business consistent with past practice) practice and the Company's credit underwriting standards; and (iiiiv) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which liabilities (A) incurred as of the COMPANY is a party. Except Interim Balance Sheet Date that are not reflected on the unaudited balance sheet as set forth on Schedule 5.10, since of the Interim Balance Sheet Date and (B) all liabilities incurred thereafter that would not have been so reflected had such liabilities been incurred as of the Interim Balance Sheet Date, excluding liabilities incurred in connection with Leases and Lease Documents in the COMPANY ordinary course of business consistent with past practice and the Company's credit underwriting standards. Each of the foregoing liabilities that has not incurred any material heretofore been paid or discharged is so noted on Schedule 6.13. For purposes of this Agreement, "liabilities" means liabilities of any kind, character and or description, whether accrued, absolute, secured or unsecured, contingent or otherwiseotherwise including, other than trade payables incurred in the ordinary course but not limited to, liabilities of business consistent with past practice. (b) The COMPANY has also set forth on Schedule 5.10any kind, in the case of those contingent liabilities related to pending orcharacter or description, to the knowledge of the COMPANYwhether accrued, threatened litigationabsolute, secured or other liabilities which are not fixed or are being contested, the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. (c) The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of liabilities from Schedule 5.10 if (i) such liabilities are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date unsecured or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date relating to first loss agreements, ultimate loss agreements, deficiency agreements, residual value or (ii) such liabilities were incurred thereafter in the ordinary course residuary guarantee agreements or any similar types of business consistent with past practice and are not material either individually or in the aggregatearrangements.