Common use of NON-BALANCE SHEET LIABILITIES Clause in Contracts

NON-BALANCE SHEET LIABILITIES. Attached hereto as Schedule 5.7 is a complete and accurate list as of the date hereof of all liabilities and obligations of Company, excluding obligations arising under this Agreement, which are not individually reflected in the Financial Statements dated the Balance Sheet Date, but which would have been so reflected in a full GAAP accounting (whether or not incurred in the ordinary course of business) of any kind, character and description, accrued or unaccrued, absolute or contingent, secured or unsecured, liquidated or unliquidated, due or to become due, together with, in the case of those liabilities and other obligations the amounts of which are not fixed, a reasonable best estimate of the maximum amount which may be payable. For each liability or obligation for which the amount is not fixed or is contested, Stockholders shall provide the following information to the extent such information is in the possession of the Company or Stockholders or is reasonably available to them: (a) a summary description of the liability or other obligation together with the following: (1) copies of all relevant documentation relating thereto; (2) amounts claimed and any other action or relief sought; and (3) name of claimant and all other parties to the claim, suit or proceeding, if any. (b) the name of each court or agency before which a claim, suit or proceeding is pending; (c) the date such claim, suit or proceeding was instituted; (d) a reasonable best estimate by Stockholders of the maximum amount, if any, which is likely to become payable with respect to each such liability or the cost of performance with respect to each such other obligation.

NON-BALANCE SHEET LIABILITIES. Attached hereto as Schedule 5.7 is a complete and accurate list as of the date hereof of all liabilities and obligations of Company, excluding obligations arising under this Agreement, which are not individually reflected in the Financial Statements dated the Balance Sheet Date, but which would have been so reflected in a full GAAP accounting (whether or not incurred in the ordinary course of business) of any kind, character and description, accrued or unaccrued, absolute or contingent, secured or unsecured, liquidated or unliquidated, due or to become due, together with, in the case of those liabilities and other obligations the amounts of which are not fixed, a reasonable best estimate of the maximum amount which may be payable. For each liability or obligation for which the amount is not fixed or is contested, Stockholders shall provide the following information to the extent such information is in the possession of the Company or Stockholders or is reasonably available to theminformation: (a) a summary description of the liability or other obligation together with the following: (1) copies of all relevant documentation relating thereto; (2) amounts claimed and any other action or relief sought; and (3) name of claimant and all other parties to the claim, suit or proceeding, if any. (b) the name of each court or agency before which a claim, suit or proceeding is pending; (c) the date such claim, suit or proceeding was instituted; (d) a reasonable best estimate by Stockholders of the maximum amount, if any, which is likely to become payable with respect to each such liability or the cost of performance with respect to each such other obligation.

NON-BALANCE SHEET LIABILITIES. Attached hereto as Schedule 5.7 5.6 (“Non-Balance Sheet Liabilities”) is a complete and accurate list as of the date hereof of all liabilities and obligations of CompanySeller, excluding obligations arising under this Agreement, which are not individually reflected in the Financial Statements dated the Balance Sheet Date, but which would have been so reflected in a full GAAP accounting (whether or not incurred in the ordinary course of business) of any kind, character and description, whether known or unknown, accrued or unaccrued, absolute or contingent, secured or unsecured, liquidated or unliquidated, due or to become due, together with, in the case of those liabilities and other obligations the amounts of which are not fixed, a reasonable best estimate of the maximum amount which may be payable. For each liability or obligation for which the amount is not fixed or is contested, Stockholders General Partner shall provide the following information to the extent such information is in the possession of the Company or Stockholders or is reasonably available to theminformation: (a) a summary description of the liability or other obligation together with the following: (1i) copies of all relevant documentation relating thereto; (2ii) amounts claimed and any other action or relief sought; and (3iii) name of claimant and all other parties to the claim, suit or proceeding, if any. (b) the name of each court or agency before which a claim, suit or proceeding is pending; (c) the date such claim, suit or proceeding was instituted; (d) a reasonable best estimate by Stockholders Seller and General Partner of the maximum amount, if any, which is likely to become payable with respect to each such liability or the cost of performance with respect to each such other obligation.