Common use of Liabilities and Obligations Clause in Contracts

Liabilities and Obligations. Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the knowledge of the Stockholders, 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 or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an 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; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 by their nature would be required in accordance with GAAP to be reflected in the other Schedules to this Agreementbalance sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material or other security agreements to which the Company is a party or by which its properties may be boundbound other than those made in the ordinary course of business and consistent with past practice. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.10, since the Balance Sheet Date 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 liabilities incurred in the ordinary course of businessbusiness and consistent with past practices. The Company has also delivered to TCI IES on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending litigation or litigation that has been threatened litigationin writing, or other material liabilities which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make such an 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; in the case of any . 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 (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 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 has been is provided, the estimate shall for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the knowledge of the Stockholders, 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 or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI LandCARE on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an 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; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the best knowledge of the Company and the Stockholders, 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 or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI Home on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an 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; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 5.10(a) sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 by their nature would be required in accordance with GAAP to be reflected in the other Schedules to this Agreementbalance sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material or other security agreements to which the Company is a party or by which its properties may be boundbound other than bid bonds and performance bonds made in the Ordinary Course of Business. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.105.10(b), since the Balance Sheet Date 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 liabilities incurred in the ordinary course Ordinary Course of businessBusiness. The Company has also delivered to TCI AmPaM, on Schedule 5.105.10(c), in the case a list of those contingent liabilities known to Stockholders and related to pending litigation or litigation that has been threatened litigationin writing, or other material liabilities which are not fixedfixed or 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 (to the extent the Company can reasonably make such an estimate) of the maximum amount amount, if any, which the Company reasonably expects will be expects, based on information available, is likely to become payable with respect to each such liability and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements; in . AmPaM acknowledges that all estimates referred to above and set forth on Schedule 5.10(c) are only good faith estimates, and that the case Company and the Stockholders expressly do not represent or warrant that the actual amounts of any such liability for which no estimate has been providedliabilities will be equal to, or more or less than, the estimate for purposes amounts of this Agreement shall be deemed to be zerosuch estimates.

Liabilities and Obligations. Schedule 5.10 sets forth AIRNET has delivered to each of INVESTORS an accurate list (which is set forth on Schedule 2.7) as of the Balance Sheet Date of (i) all material liabilities of the Company AIRNET in excess of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and $10,000 which are not reflected on the balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the Company AIRNET Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules to this AgreementDate, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which the Company AIRNET is a party or by which its properties may be boundparty. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.102.7, since the Balance Sheet Date the Company Date, AIRNET has not incurred any material liabilities of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company AIRNET has also delivered to TCI set forth on Schedule 5.102.7, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixedfixed or are being contested, the following information: (a) a summary description of the liability, together with: (i) copies of all relevant documentation relating thereto; (ii) amounts claimed and any other action or relief sought; and (iii) name of claimant and all other parties to the claim, suit or proceeding; (b) the name of each court or agency before which such claim, suit or proceeding is pending; (c) the date such claim, suit or proceeding was instituted; and (d) a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statements; in the case of any such liability for which liability. If no estimate has been is provided, the estimate shall for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 5.10(a) sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 by their nature would be required in accordance with GAAP to be reflected in the other Schedules to this Agreementbalance sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material or other security agreements to which the Company is a party or by which its properties may be boundbound other than bid bonds and performance bonds made in the Ordinary Course of Business. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.105.10(b), since the Balance Sheet Date 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 liabilities incurred in the ordinary course Ordinary Course of businessBusiness. The Company has also delivered to TCI AmPaM, on Schedule 5.105.10(c), in the case a list of those contingent liabilities known to Stockholders and related to pending litigation or litigation that has been threatened litigationin writing, or other material liabilities which are not fixedfixed or 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 (to the extent the Company can reasonably make such an estimate) of the maximum amount amount, if any, which the Company reasonably expects will be expects, based on information available, is likely to become payable with respect to each such liability and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements; in . AmPaM acknowledges that all estimates referred to above and set forth on Schedule 5.10(c) are only good faith estimates, and that the case Company and the Stockholders expressly do not represent or warrant that the actual amounts of any such liability for which no estimate has been providedliabilities will be equal to, or more or less than, the estimate for purposes amounts of this Agreement shall be deemed to be zerosuch estimates.

Liabilities and Obligations. Schedule 5.10 sets forth an COMPANY has delivered to 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 of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and COMPANY which are not reflected on the balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Company COMPANY Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules by their nature would be required in accordance with GAAP to this Agreementbe reflected in such balance sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which COMPANY or any of its assets is bound and which individually or in the Company is a party or by which its properties may be boundaggregate involve sums in excess of $25,000. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.10, since the Balance Sheet Date the Company Date, COMPANY has not incurred any material liabilities of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company COMPANY has also delivered to TCI MARINEMAX on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities incurred under the agreements listed pursuant to Section 5.10(ii) which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company COMPANY reasonably expects will be payable and the amount, if any, accrued or reserved for payable. For each such potential contingent liability on the Company's Financial Statements; in the case of any such or liability for which no estimate the amount is not fixed or is contested, COMPANY has been provided, provided to MARINEMAX the estimate for purposes following information: 10 16 (i) a summary description of this Agreement shall be deemed to be zero.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;

Liabilities and Obligations. Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 by their nature would be required in accordance with GAAP to be reflected in the other Schedules to this Agreementbalance sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material or other security agreements to which the Company is a party or by which its properties may be boundbound other than those made in the ordinary course of business and consistent with past practice. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.10, since the Balance Sheet Date 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 liabilities incurred in the ordinary course of businessbusiness and consistent with past practices. The Company has also delivered to TCI IES on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending litigation or litigation that has been threatened litigationin writing, or other material liabilities which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make such an 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; in the case of any . For each such contingent liability or liability for which no estimate has been providedthe amount is not fixed or is contested, the estimate for purposes Company has provided to IES the following information: (i) a summary description of this Agreement shall be deemed to be zero.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

Liabilities and Obligations. Schedule 5.10 sets forth The Company has delivered to QSI an accurate list (which is set forth on Schedule 4.10) as of the Balance Sheet Date of (i) all material 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 (other than liabilities incurred in the ordinary course of business), (ii) any liabilities of the other Schedules to this Agreement, Company in excess of $25,000 and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which the Company is a party or by which its properties may be boundin each case evidencing indebtedness in excess of $15,000, including copies thereof. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.104.10, since the Balance Sheet Date the Company has not incurred any material liabilities of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI QSI on Schedule 5.104.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixedfixed 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; and (iii) the date such claim, suit or proceeding as instituted; and (iv) a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statements; in the case of any such liability for which liability. If no estimate has been is provided, the estimate shall for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth an COMPANY has delivered to 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 of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and COMPANY which are not reflected on the balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Company Combined Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules by their nature would be required in accordance with GAAP to this Agreementbe reflected in such balance sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which COMPANY or any of its assets is bound and which individually or in the Company is a party or by which its properties may be boundaggregate involve sums in excess of $25,000. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.10, since the Balance Sheet Date the Company Date, COMPANY has not incurred any material liabilities of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company COMPANY has also delivered to TCI MARINEMAX on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities incurred under the agreements listed pursuant to Section 5.10(ii) which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company COMPANY reasonably expects will be payable and the amount, if any, accrued or reserved for payable. For each such potential contingent liability on the Company's Financial Statements; in the case of any such or liability for which no estimate the amount is not fixed or is contested, COMPANY has been provided, provided to MARINEMAX the estimate for purposes following information: (i) a summary description of this Agreement shall be deemed to be zero.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;

Liabilities and Obligations. Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the best knowledge of the StockholdersCompany and the Stockholder, 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 or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI Home on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an 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; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth (a) The Company has delivered to Clarant an accurate list (which is set forth on SCHEDULE 5.11) as of the Balance Sheet Date of (ia) all material liabilities of the Company in excess of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and which are $10,000 not reflected on the balance sheet of the Company Balance Sheet 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 AgreementDate, and (iib) all loan agreements, notes and other material debt obligations (whether secured or unsecured), indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which the Company or any Subsidiary is a party or by which its properties may be boundparty. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.10SCHEDULE 5.11, since the Balance Sheet Date Date, neither the Company nor any Subsidiary has not incurred any material liabilities of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the Ordinary Course of Business that will not have a Material Adverse Effect. (b) SCHEDULE 5.11 sets forth the terms of all loan agreements, notes and other debt obligations (whether secured or unsecured), indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the Company or any Subsidiary is a party. Except as set forth on SCHEDULE 5.11, the Company is not directly or indirectly (i) liable, by guarantee or otherwise, upon or with respect to, (ii) obligated by discount or repurchase agreement or in any other way to provide funds with respect to, or (iii) obligated to guarantee or assume any indebtedness, dividend or other obligation of any Person, except endorsements made in the ordinary course of business. The Company has also delivered to TCI on Schedule 5.10, business in connection with the case deposit of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved items for each such potential liability on the Company's Financial Statements; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zerocollection.

Liabilities and Obligations. Schedule 5.10 sets forth The STOCKHOLDERS have delivered to CONDOR an accurate list (which is set forth on Schedule 2.7) as of the Balance Sheet Date of (i) all material liabilities of the Company POWERCREW in excess of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and $10,000 which are not reflected on the balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the Company POWERCREW Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules to this AgreementDate, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which the Company POWERCREW is a party or by which its properties may be boundparty. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.102.7, since the Balance Sheet Date the Company Date, POWERCREW has not incurred any material liabilities of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has STOCKHOLDERS have also delivered to TCI set forth on Schedule 5.102.7, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixedfixed or are being contested, the following information: (a) a summary description of the liability, together with: (i) copies of all relevant documentation relating thereto; (ii) amounts claimed and any other action or relief sought; and (iii) name of claimant and all other parties to the claim, suit or proceeding; (b) the name of each court or agency before which such claim, suit or proceeding is pending; (c) the date such claim, suit or proceeding was instituted; and (d) to the extent it is reasonably possible, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amountin dispute, if any, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statements; in the case of any such liability for which liability. If no estimate has been is provided, the estimate shall for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth an COMPANY has delivered to 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 of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and COMPANY which are not reflected on the balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Company COMPANY Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules by their nature would be required in accordance with GAAP to this Agreementbe reflected in such balance sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which COMPANY or any of its assets is bound and which individually or in the Company is a party or by which its properties may be boundaggregate involve sums in excess of $25,000. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.10, since the Balance Sheet Date the Company Date, COMPANY has not incurred any material liabilities of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company COMPANY has also delivered to TCI MARINEMAX on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities incurred under the agreements listed pursuant to Section 5.10(ii) which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company COMPANY reasonably expects will be payable and the amount, if any, accrued or reserved for payable. For each such potential contingent liability on the Company's Financial Statements; in the case of any such or liability for which no estimate the amount is not fixed or is contested, COMPANY has been provided, provided to MARINEMAX the estimate for purposes following information: (i) a summary description of this Agreement shall be deemed to be zero.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;

Liabilities and Obligations. Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the best knowledge of the StockholdersCompany and the Owners, 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 or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI Home on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an 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; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth The INDIVIDUAL SELLERS have delivered to CONDOR an accurate list (which is set forth on SCHEDULE 2.7) as of the Balance Sheet Date of (i) all material liabilities of the Company TITAN in excess of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and $10,000 which are not reflected on the balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the Company TITAN Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules to this AgreementDate, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which the Company TITAN is a party or by which its properties may be boundparty. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.10SCHEDULE 2.7, since the Balance Sheet Date the Company Date, TITAN has not incurred any material liabilities of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has INDIVIDUAL SELLERS have also delivered to TCI set forth on Schedule 5.10SCHEDULE 2.7, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixedfixed or are being contested, the following information: (a) a summary description of the liability, together with: (i) copies of all relevant documentation relating thereto; (ii) amounts claimed and any other action or relief sought; and (iii) name of claimant and all other parties to the claim, suit or proceeding; (b) the name of each court or agency before which such claim, suit or proceeding is pending; (c) the date such claim, suit or proceeding was instituted; and (d) a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statements; in the case of any such liability for which liability. If no estimate has been is provided, the estimate shall for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth The Company has delivered to QSI an accurate list (which is set forth on Schedule 4.10) as of the Balance Sheet Date of (i) all material 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 (other than liabilities incurred in the ordinary course of business), (ii) any liabilities of the other Schedules to this Agreement, Company in excess of $10,000 and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which the Company is a party or by which its properties may be boundin each case evidencing indebtedness in excess of $15,000, including copies thereof. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.104.10, since the Balance Sheet Date the Company has not incurred any material liabilities of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI QSI on Schedule 5.104.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixedfixed 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; and (iii) the date such claim, suit or proceeding as instituted; and (iv) a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statements; in the case of any such liability for which liability. If no estimate has been is provided, the estimate shall for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. The COMPANY's assets, tangible or intangible, are owned by the COMPANY free and clear of any liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each, a "Lien"), except for the items listed on Schedule 5.10 sets forth 5.6 and the Permitted Liens. The COMPANY has delivered to ITP an accurate list (which is set forth on Schedule 5.6) as of the Balance Sheet Date of (i) all material liabilities of the Company COMPANY known to the COMPANY in excess of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and $10,000 which are not reflected on the balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Company COMPANY Financial Statements at the Balance Sheet Date and which are not required by GAAP to be disclosed on any of the other Schedules to this Agreementthereon, and (ii) all material loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which the Company COMPANY is a party or by which its properties may be bound. To the knowledge of the Stockholdersparty, except for the Permitted Liens. Except as set forth on Schedule 5.105.6, and except as otherwise described or disclosed in this Agreement (or the Schedules, Exhibits or Annexes attached hereto), or reflected in the Financial Statements, to the knowledge of the Named Stockholders since the Balance Sheet Date the Company COMPANY has not incurred any material liabilities in excess of $10,000 of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an 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; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

Liabilities and Obligations. Schedule SCHEDULE 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 by their nature would be required in accordance with GAAP to be reflected in the other Schedules to this Agreementbalance sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material or other security agreements to which the Company is a party or by which its properties may be boundbound other than bid bonds and performance bonds made in the Ordinary Course of Business. To the knowledge of the Stockholders, except Except as set forth on Schedule SCHEDULE 5.10, since the Balance Sheet Date 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 liabilities incurred in the ordinary course Ordinary Course of businessBusiness. The Company has also delivered to TCI INCOM on Schedule SCHEDULE 5.10, in the case of those contingent liabilities known to Stockholders and related to pending litigation or litigation that has been threatened litigationin writing, or other material liabilities which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make such an 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; in the case of any . For each such contingent liability or liability for which no estimate has been providedthe amount is not fixed or is contested, the Company has provided to INCOM 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 estimate for purposes of this Agreement shall the maximum amount, if any, which the Company expects, based on information available, is likely to become payable with respect to each such liability. INCOM acknowledges that all estimates referred to above and set forth on SCHEDULE 5.10 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 deemed to be zeroequal to, or more or less than, the amounts of such estimates.

Liabilities and Obligations. Schedule 5.10 sets forth The COMPANY has delivered to METALS 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 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 COMPANY at the Balance Sheet Date or otherwise reflected in the Company COMPANY Financial Statements at the Balance Sheet Date Date, and which are not disclosed on any of the other Schedules to this AgreementAgreement and which would have a Material Adverse Effect on the COMPANY, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material or other security agreements to which the Company COMPANY is a party or by which its properties may be bound. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.10, to the best knowledge of the COMPANY, since the Balance Sheet Date the Company COMPANY has not incurred any material liabilities of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company COMPANY has also delivered to TCI METALS on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company COMPANY reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the CompanyCOMPANY's Financial Statements; in the case of any . For each such contingent liability or liability for which no estimate has been providedthe amount is not fixed or is contested, the estimate for purposes COMPANY has provided to METALS the following information: (i) a summary description of this Agreement shall be deemed to be zero.the liability together with the following: (a) copies of all relevant documentation relating thereto;

Liabilities and Obligations. Schedule 5.10 sets forth The COMPANY has delivered to PC 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 of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and 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 COMPANY at the Balance Sheet Date and (ii) any material liabilities of the COMPANY (including all liabilities in excess of $10,000 which are not disclosed reflected on any the balance sheet as of the other Schedules to this Agreement, Balance Sheet Date) and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges and material or other security agreements to which the Company COMPANY is a party or by which its properties may be boundparty. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.10, since the Balance Sheet Date Date, the Company COMPANY has not incurred any material liabilities of any kind, character or and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company COMPANY has also delivered to TCI set forth on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will may be payable and the amount, if any, accrued or reserved for payable. For each such potential contingent liability on the Company's Financial Statements; in the case of any such or liability for which no estimate has been providedthe amount is not fixed or is contested, the estimate for purposes COMPANY has provided to PC the following information: (i) a summary description of this Agreement shall be deemed to be zero.the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or

Liabilities and Obligations. Schedule 5.10 5.10(a) sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 by their nature would be required in accordance with GAAP to be reflected in the other Schedules to this Agreementbalance sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material or other security agreements to which the Company is a party or by which its properties may be boundbound other than bid bonds and performance bonds made in the Ordinary Course of Business. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.105.10(b), since the Balance Sheet Date 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 liabilities incurred in the ordinary course Ordinary Course of businessBusiness. The Company has also delivered to TCI AmPaM, on Schedule 5.105.10(c), in the case a list of those contingent liabilities known to Stockholders and related to pending litigation or litigation that has been threatened litigationin writing, or other material liabilities which are not fixedfixed or 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 (to the extent the Company can reasonably make such an estimate) of the maximum amount amount, if any, which the Company reasonably expects will be expects, based on information available, is likely to become payable with respect to each such liability and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements; in . AmPaM acknowledges that all estimates referred to above and set forth on Schedule 5.10(c) are only good faith estimates, and that the case Company and the Stockholders expressly do not represent or warrant that the actual amounts of any such liability for which no estimate has been providedliabilities will be equal to, or more or less than, the estimate for purposes amounts of this Agreement shall be deemed to be zerosuch estimates.

Liabilities and Obligations. Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material 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 by their nature would be required in accordance with GAAP to be reflected in the other Schedules to this Agreementbalance sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material or other security agreements to which the Company is a party or by which its properties may be boundbound other than those made in the ordinary course of business and consistent with past practice. To the knowledge of the Stockholders, except Except as set forth on Schedule 5.10, since the Balance Sheet Date 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 liabilities incurred in the ordinary course of businessbusiness and consistent with past practices. The Company has also delivered to TCI IES on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending litigation or (i) a summary description of the liability together with the following: (a) copies of all relevant documentation in the possession of the Company or threatened litigationits directors, officers or stockholders relating thereto; (b) amounts claimed and any other liabilities 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 are not fixedsuch claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for which the Company expects, based on information available, is likely to become payable with respect to each such potential liability on the Company's Financial Statements; in the case of any such liability for which liability. If no estimate has been is provided, the estimate shall for purposes of this Agreement shall be deemed to be zero.