Common use of Liabilities and Obligations Clause in Contracts

Liabilities and Obligations. ▇▇▇▇▇▇ has delivered to the Partnership and each Target Company an accurate list (which is set forth on Schedule 4.13) of (i) all liabilities of ▇▇▇▇▇▇ or ------------- otherwise reflected in the ▇▇▇▇▇▇ Financial Statements at October 31, 2000 (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 or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be bound. ▇▇▇▇▇▇ 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 consistent with past practices. ▇▇▇▇▇▇ has also delivered to the Partnership and each Target Company on Schedule 4.26 in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is contested, ▇▇▇▇▇▇ has provided to the Partnership and each Target Company the following information: (a) a summary description of the liability together with the following: (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 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.

Liabilities and Obligations. ▇▇▇▇▇▇ has delivered For purposes of this Section, any --------------------------- reference to the Partnership and "all liabilities" shall mean, in each Target Company an accurate list (which is set forth on Schedule 4.13) of (i) such instance, all liabilities of ▇▇▇▇▇▇ the COMPANY (or ------------- otherwise reflected in the ▇▇▇▇▇▇ Financial Statements at October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and which are not disclosed on any of the other ------------------------- Schedules to this Agreement, and (iiCOMPANY's Subsidiaries) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be bound. ▇▇▇▇▇▇ has not incurred any material liabilities of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise. Schedule 5.10 is an accurate list with respect to the COMPANY and its Subsidiaries of all liabilities as of a date specified therein, which date shall not be earlier than December 31, 1998. Schedule 5.10 shall be amended and supplemented pursuant to Section 7.9 to list (i) all liabilities which were incurred after such date and were incurred other than liabilities incurred in the ordinary course of business consistent or which exceed $20,000 individually or $100,000 in the aggregate if (and only if) such liabilities would either be accrued on the balance sheet of the COMPANY in accordance with past practices. ▇▇▇▇▇▇ has also delivered generally accepted accounting principles consistently applied if such balance sheet were being prepared immediately before Closing or if such liabilities represent liabilities of the 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 Partnership COMPANY and not covered by any of such sections because of knowledge qualifications contained in one or more of such sections); and (ii) each liability which is incurred after such date and which exceeds $100,000 and is not otherwise described in the immediately preceding subclause (i). For each contingent liability, Schedule 5.10 includes, and each Target Company on Schedule 4.26 in the case of those contingent liabilities related amendment or supplement pursuant to pending ------------- or threatened litigation, or other liabilities which are not fixedSection 7.9 will include, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will may be payable payable, and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is contested, ▇▇▇▇▇▇ COMPANY has provided (or, in the case of contingent liabilities listed in an amendment or supplement pursuant to the Partnership and each Target Company Section 7.9, will provide) to HDS the following information: (a) a summary description of the liability together with the following: (i1) copies of all relevant documentation relating thereto; (ii2) amounts claimed and any other action or relief sought; and (iii) and name of claimant and all other parties to the claim, suit or proceeding; (b) the name of each court or agency before which any such claim, suit or proceeding is pending;; and (c) the date that any such claim, suit or proceeding was instituted; and (d) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ has delivered to the Partnership and each Target Company 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 4.13) of 5.10 shall be amended or supplemented pursuant to Section 7.9 to list (i) all liabilities of ▇▇▇▇▇▇ or ------------- otherwise reflected which were incurred after such date and were incurred other than in the ▇▇▇▇▇▇ Financial Statements at October 31ordinary course of business or which exceed $10,000 (individually or in the aggregate) if (and only if) such liabilities would either be accrued on the balance sheet of the COMPANY 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 nature described in Section 5.13, 2000 Section 5.19, Section 5.20 and/or Section 5.22 (excluding items that are both not known to the "▇▇▇▇▇▇ Balance Sheet Date"), COMPANY and which are not disclosed on covered by any of the other ------------------------- Schedules to this Agreement, such sections because of knowledge qualifications contained in one or more of such sections); and (ii) all loan agreementsliabilities which were incurred after such date and were incurred other than in the ordinary course of business or which exceed $100,000 (in the aggregate) and are not otherwise described in the immediately preceding subclause (i). Any reference to "all liabilities" in this Section 5.10 shall mean, indemnity or guaranty agreementsin each such instance, bonds, mortgages, pledges or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be bound. ▇▇▇▇▇▇ has not incurred any material all liabilities of the COMPANY 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 consistent with past practices. ▇▇▇▇▇▇ has also delivered to the Partnership and each Target Company on Schedule 4.26 in In the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixedcontingent, Schedule 5.10 includes, and each amendment or supplement pursuant to Section 7.9 will include, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will may be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statementspayable. For each such contingent liability or liability for which liability, the amount is not fixed or is contested, ▇▇▇▇▇▇ COMPANY has provided (or in the case of contingent liabilities listed in an amendment or supplement pursuant to the Partnership and each Target Company Section 7.9, will provide) to HDS the following information: (a) a summary description of the liability together with the following: (i1) copies of all relevant documentation relating thereto; (ii2) amounts claimed and any other action or relief sought; and and (iii3) 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;; and (c) the date such claim, suit or proceeding was instituted; and (d) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ The Company has delivered to the Partnership and each Target Company QSI an accurate list (which is set forth on Schedule 4.134.10) 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 October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"Date (other than liabilities incurred in the ordinary course of business), and which are not disclosed on (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 or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be boundin each case evidencing indebtedness in excess of $15,000, including copies thereof. ▇▇▇▇▇▇ Except as set forth on Schedule 4.10, 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 consistent with past practicesbusiness. ▇▇▇▇▇▇ The Company has also delivered to the Partnership and each Target Company QSI on Schedule 4.26 4.10, in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is are being contested, ▇▇▇▇▇▇ has provided to the Partnership and each Target Company the following information: (ai) a summary description of the liability together with the following: (ia) copies of all relevant documentation relating thereto; (iib) amounts claimed and any other action or relief sought; and (iiic) name of claimant and all other parties to the claim, suit or proceeding; (bii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (ciii) the date such claim, suit or proceeding was as instituted; and (div) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ has delivered to the Partnership and each Target Company 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 4.13) of 5.10 shall be amended or supplemented pursuant to Section 7.9 to list (i) all liabilities of ▇▇▇▇▇▇ or ------------- otherwise reflected which were incurred after such date and were incurred other than in the ▇▇▇▇▇▇ Financial Statements at October 31, 2000 ordinary course of business or which exceed $10,000 if (and only if) such liabilities in each such case would either be accrued on the "▇▇▇▇▇▇ Balance Sheet Date"), and which are not disclosed on any balance sheet of the other ------------------------- Schedules COMPANY in accordance with generally accepted accounting principles consistently applied if such balance sheet were being prepared immediately prior to this AgreementClosing or represent liabilities of the nature described in Section 5.13, Section 5.19, Section 5.20 and/or Section 5.22 (excluding items that would otherwise not need to be disclosed in Schedule 5.13, Schedule 5.19, Schedule 5.20 and/or Schedule 5.22 because of qualifiers in Sections 5.13, 5.19, 5.20 and/or 5.22, respectively, related to knowledge, materiality, Material Adverse Effect or dollar amounts); and (ii) all loan agreementsliabilities which were incurred after such date and were incurred other than in the ordinary course of business or which exceed $100,000 (in the aggregate) and are not otherwise described in the immediately preceding subclause (i). Any reference to "all liabilities" in this Section 5.10 shall mean, indemnity or guaranty agreementsin each such instance, bonds, mortgages, pledges or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be bound. ▇▇▇▇▇▇ has not incurred any material all liabilities of the COMPANY 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 consistent with past practices. ▇▇▇▇▇▇ has also delivered to the Partnership and each Target Company on Schedule 4.26 in In the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixedcontingent, Schedule 5.10 includes, and each amendment or supplement pursuant to Section 7.9 will include, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will may be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statementspayable. For each such contingent liability or liability for which liability, the amount is not fixed or is contested, ▇▇▇▇▇▇ COMPANY has provided (or in the case of contingent liabilities listed in an amendment or supplement pursuant to the Partnership and each Target Company Section 7.9, will provide) to HDS the following information: (a) a summary description of the liability together with the following: (i1) copies of all relevant documentation relating thereto; (ii2) amounts claimed and any other action or relief sought; and (iii3) 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;; and (c) the date such claim, suit or proceeding was instituted; and (d) 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.

Liabilities and Obligations. Schedule 3.7 to the NIS▇▇ ▇▇▇▇▇▇ has delivered to sclosure Letter includes accurate lists as of September 30, 2000 (the Partnership and each Target Company an accurate list (which is set forth on Schedule 4.13"Balance Sheet Date") of (i) all material liabilities of NIS▇▇ ▇▇▇▇ich are not reflected on the Balance Sheet of NIS▇▇ ▇▇ the Balance Sheet Date or ------------- otherwise reflected in the NIS▇▇ ▇▇▇▇▇▇ Financial nancial Statements at October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and Date 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, liens, pledges or other security agreements agreements. Except as set forth on Schedule 3.7 to which the NIS▇▇ ▇▇sclosure Letter, since the Balance Sheet Date NIS▇▇ ▇▇▇▇ is a party or by which its properties may be bound. ▇▇▇▇▇▇ has s 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 consistent with past practicesbusiness. Schedule 3.7 to the NIS▇▇ ▇▇▇▇▇▇ has sclosure Letter also delivered to the Partnership and each Target Company on Schedule 4.26 includes, in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which NIS▇▇ ▇▇▇▇▇▇ reasonably asonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statementspayable. For each such contingent liability or liability for which the amount is not fixed or is contested, NIS▇▇ ▇▇▇▇▇▇ has s provided to the Partnership and each Target Company AMDI the following information: (a) a A summary description of the liability together with the following: (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 The name of each court or agency before which such claim, suit or proceeding is pending;; and (c) the The date such claim, suit or proceeding was instituted; and (d) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ The COMPANY has delivered to the Partnership and each Target Company PARENT an accurate list (which is set forth on Schedule 4.135.10) 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 October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and (ii) any material liabilities of the COMPANY (including all liabilities in excess of $10,000 which are not disclosed on any reflected in 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 or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be boundagreements. ▇▇▇▇▇▇ 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 and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than nonmaterial liabilities incurred in the ordinary course of business consistent with past practicesbusiness. ▇▇▇▇▇▇ The COMPANY has also delivered to the Partnership and each Target Company PARENT on Schedule 4.26 5.10, in the case of those contingent liabilities related to pending ------------- or or, to the COMPANY's knowledge, threatened litigation, or other liabilities which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will may be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statementspayable. For each any such contingent liability or liability for which the amount is not fixed or is contested, ▇▇▇▇▇▇ the COMPANY has provided to the Partnership and each Target Company PARENT the following information: (ai) a summary description of the liability together with the following:: -10- (ia) copies of all relevant documentation relating thereto; ; (iib) amounts claimed and any other action or relief sought; and and (iiic) name of claimant and all other parties to the claim, suit or proceeding;; and (bii) the name of each the court or agency before which such claim, suit or proceeding is pending;; and (ciii) the date such claim, suit or proceeding was instituted; and (div) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ The COMPANY has delivered to the Partnership and each Target Company PARENT an accurate list (which is set forth on Schedule 4.135.10) 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 October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and (ii) any material liabilities of the COMPANY (including all liabilities in excess of $10,000 which are not disclosed on any reflected in 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 or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be boundagreements. ▇▇▇▇▇▇ 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 and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than nonmaterial liabilities incurred in the ordinary course of business consistent with past practicesbusiness. ▇▇▇▇▇▇ The COMPANY has also delivered to the Partnership and each Target Company PARENT on Schedule 4.26 5.10, in the case of those contingent liabilities related to pending ------------- or or, to the COMPANY's knowledge, threatened litigation, or other liabilities which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will may be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statementspayable. For each any such contingent liability or liability for which the amount is not fixed or is contested, ▇▇▇▇▇▇ the COMPANY has provided to the Partnership and each Target Company PARENT the following information: (ai) a summary description of the liability together with the following: (ia) copies of all relevant documentation relating thereto; ; (iib) amounts claimed and any other action or relief sought; and and (iiic) name of claimant and all other parties to the claim, suit or proceeding;; and (bii) the name of each the court or agency before which such claim, suit or proceeding is pending;; and (ciii) the date such claim, suit or proceeding was instituted; and (div) 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.

Liabilities and Obligations. Schedule 3.7 to the NISC▇ ▇▇▇▇▇▇ has delivered to closure Letter includes accurate lists as of September 30, 2000 (the Partnership and each Target Company an accurate list (which is set forth on Schedule 4.13"Balance Sheet Date") of (i) all material liabilities of NISC▇ ▇▇▇▇ch are not reflected on the Balance Sheet of NISC▇ ▇▇ the Balance Sheet Date or ------------- otherwise reflected in the NISC▇ ▇▇▇▇▇▇ Financial ancial Statements at October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and Date 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, liens, pledges or other security agreements agreements. Except as set forth on Schedule 3.7 to which the NISC▇ ▇▇▇closure Letter, since the Balance Sheet Date NISC▇ ▇▇▇ is a party or by which its properties may be bound. ▇▇▇▇▇▇ 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 consistent with past practicesbusiness. Schedule 3.7 to the NISC▇ ▇▇▇▇▇▇ has closure Letter also delivered to the Partnership and each Target Company on Schedule 4.26 includes, in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which NISC▇ ▇▇▇▇▇▇ reasonably sonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statementspayable. For each such contingent liability or liability for which the amount is not fixed or is contested, ▇▇▇NISC▇ ▇▇▇ has provided to the Partnership and each Target Company AMDI the following information: (a) a A summary description of the liability together with the following: (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 The name of each court or agency before which such claim, suit or proceeding is pending;; and (c) the The date such claim, suit or proceeding was instituted; and (d) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ The COMPANY has delivered to the Partnership and each Target Company PARENT an accurate list (which is set forth on Schedule 4.135.10) 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 October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and (ii) any material liabilities of the COMPANY (including all liabilities in excess of $10,000 which are not disclosed on any reflected in 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 or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be boundagreements. ▇▇▇▇▇▇ 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 and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than nonmaterial liabilities incurred in the ordinary course of business consistent with past practicesbusiness. ▇▇▇▇▇▇ The COMPANY has also delivered to the Partnership and each Target Company PARENT on Schedule 4.26 5.10, in the case of those contingent liabilities related to pending ------------- or or, to the COMPANY's knowledge, threatened litigation, -12- or other liabilities which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will may be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statementspayable. For each any such contingent liability or liability for which the amount is not fixed or is contested, ▇▇▇▇▇▇ the COMPANY has provided to the Partnership and each Target Company PARENT the following information: (ai) a summary description of the liability together with the following: (ia) copies of all relevant documentation relating thereto; ; (iib) amounts claimed and any other action or relief sought; and and (iiic) name of claimant and all other parties to the claim, suit or proceeding;; and (bii) the name of each the court or agency before which such claim, suit or proceeding is pending;; and (ciii) the date such claim, suit or proceeding was instituted; and (div) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ has delivered 4.10.1 Neither BSMI, Brightside nor any Project Partnership is or will be liable or subject to any liabilities as of the Partnership and each Target Company an accurate list (which is set forth on Schedule 4.13) of Closing, except for: (i) all those liabilities of ▇▇▇▇▇▇ or ------------- otherwise reflected in the ▇▇▇▇▇▇ Financial Statements at October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and which are not disclosed on any of the other ------------------------- Schedules to this Agreement, and Schedule 4.10; (ii) all loan agreementsthose liabilities reflected on the December Balance Sheet and not previously paid or discharged; and (iii) those liabilities to third parties (including Affiliates) incurred on, indemnity before or guaranty agreements, bonds, mortgages, pledges or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be bound. ▇▇▇▇▇▇ 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 after the Balance Sheet Date arising in the ordinary course of business its business, in an amount not in excess of Ten Thousand Dollars ($10,000) as to each of BSMI, Brightside and each Project Partnership, which were incurred consistent with past practicespractice under any contract, commitment or agreement; provided, however, that, as to BSMI only, the foregoing limitation shall not apply to any amounts properly chargeable to and payable by the Project Partnerships pursuant to the Property Management Agreements, Facilities Rental Agreements or the Accounting Services Agreements, as amended by the Fee Agreement Amendments, or otherwise, which are customary and not materially in excess of the corresponding item on the operating budget for such Project Partnership. ▇▇For purposes of this Section 4.10, 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, unmature or otherwise and whether known or unknown, fixed or unfixed, ch▇▇▇▇ ▇r inchoate, liquidated or unliquidated, secured or unsecured. 4.10.2 The Sellers Group has also delivered to the Partnership and each Target Company on Schedule 4.26 NHP, in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other material liabilities which are not fixedfixed or are contested, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will may be payable payable, which estimates are set forth on Schedule 4.10. 4.10.3 Schedule 4.10 attached hereto and made a part hereof is a true and complete list of all of the amountLoan Documents, if anyand, accrued or reserved for each such potential liability except as otherwise indicated on Schedule 4.10 as of the ▇▇▇▇▇▇ Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is contesteddate hereof, ▇▇▇▇▇▇ has provided there are no material defaults or, to the Partnership and each Target Company the following information: (a) a summary description knowledge of the liability together with Sellers Group, pending or threatened events of default, under the following:Loan Documents. (i) copies of all relevant documentation relating thereto; (ii) amounts claimed 4.10.4 The Sellers Group represents and any other action or relief sought; and (iii) name of claimant and all other parties warrants, that, after giving effect to the claimtransactions contemplated under this Agreement, suit neither the Sellers Group (nor any of them), BSMI nor any Project Partnership shall be insolvent for any purpose or proceeding; (b) the name of each court under any Federal 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 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 zerostate definition thereof whatsoever.

Liabilities and Obligations. ▇▇▇▇▇▇ Each of COMPANIES has delivered to the Partnership and each Target Company VPI an accurate list (which is set forth on Schedule 4.135.10) as of the Balance Sheet Date of (i) all liabilities of ▇▇▇▇▇▇ or ------------- otherwise such COMPANY which are not reflected in the ▇▇▇▇▇▇ COMPANY Financial Statements at October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and which are not disclosed on (ii) any material liabilities of the other ------------------------- Schedules to this Agreement, such COMPANY (including all liabilities in excess of $10,000) and (iiiii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be boundagreements, together with true, correct and complete copies of such documents. ▇▇▇▇▇▇ Except as set forth on Schedule 5.10, since the Balance Sheet Date neither 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 consistent with past practicesbusiness. ▇▇▇▇▇▇ Each of the COMPANIES has also delivered to the Partnership and each Target Company VPI on Schedule 4.26 5.10, in the case of those contingent liabilities related to pending ------------- or or, to the knowledge of the COMPANIES, threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is are being contested, ▇▇▇▇▇▇ has provided to the Partnership and each Target Company the following information: (ai) a summary description of the liability together with the following: (ia) copies of all relevant documentation relating thereto; (iib) amounts claimed and any other action or relief sought; and (iiic) name of claimant and all other parties to the claim, suit or proceeding; (bii) the name of each court or agency before which such claim, suit or proceeding is pending; (ciii) the date such claim, suit or proceeding was instituted; and (div) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ The COMPANY has delivered to the Partnership and each Target Company PARENT an accurate list (which is set forth on Schedule 4.135.10) 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 October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and (ii) any material liabilities of the COMPANY (including all liabilities in excess of $10,000 which are not disclosed on any reflected in 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 or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be boundagreements. ▇▇▇▇▇▇ 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 and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than nonmaterial liabilities incurred in the ordinary course of business consistent with past practicesbusiness. ▇▇▇▇▇▇ The COMPANY has also delivered to the Partnership and each Target Company PARENT on Schedule 4.26 5.10, in the case of those contingent liabilities related to pending ------------- or or, to the COMPANY's knowledge, threatened litigation, or other liabilities which are not fixedfixed or otherwise accrued or reserved, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will may be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statementspayable. For each any such contingent liability or liability for which the amount is not fixed or is contested, ▇▇▇▇▇▇ the COMPANY has provided to the Partnership and each Target Company PARENT the following information: (ai) a summary description of the liability together with the following: : (ia) copies of all relevant documentation relating thereto; ; (iib) amounts claimed and any other action or relief sought; and and (iiic) name of claimant and all other parties to the claim, suit or proceeding;; and (bii) the name of each the court or agency before which such claim, suit or proceeding is pending;; and (ciii) the date such claim, suit or proceeding was instituted; and (div) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ has delivered to the Partnership and each Target Company Schedule 5.10 is an accurate list (which is set forth on Schedule 4.13) of with --------------------------- respect to the COMPANY of: (i) all liabilities as of ▇▇▇▇▇▇ or ------------- otherwise reflected in the ▇▇▇▇▇▇ Financial Statements at October December 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and which are not disclosed on any of the other ------------------------- Schedules to this Agreement, and 1998; (ii) in the case of any supplement or amendment pursuant to Section 7.9, all loan agreementsliabilities which were incurred after the date of this Agreement and were incurred other than in the ordinary course of business or which exceed $20,000 (individually or in the aggregate) if (and only if) such liabilities would either be accrued on the balance sheet of the COMPANY 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 nature described in Section 5.13, indemnity Section 5.19, Section 5.20 and/or Section 5.22 (excluding items that are both not known to the COMPANY and not covered by any of such sections because of knowledge qualifications contained in one or guaranty agreementsmore of such sections); and (iii) in the case of any supplement or amendment pursuant to Section 7.9, bondsall liabilities which were incurred after the date of this Agreement and were incurred other than in the ordinary course of business or which exceed $100,000 (in the aggregate) and are not otherwise described in the immediately preceding subclause (ii). Any reference to "all liabilities" in the preceding subclauses (i) through (iii) inclusive shall mean, mortgagesin each such instance, pledges or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be bound. ▇▇▇▇▇▇ has not incurred any material all liabilities of the COMPANY 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 consistent with past practices. ▇▇▇▇▇▇ has also delivered to the Partnership and each Target Company on Schedule 4.26 in In the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixedcontingent, Schedule 5.10 includes a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will may be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statementspayable. For each such contingent liability or liability for which liability, the amount is not fixed or is contested, ▇▇▇▇▇▇ COMPANY has provided to the Partnership and each Target Company HDS the following information: (a) a summary description of the liability together with the following: (i1) copies of all relevant documentation relating thereto; ; (ii2) 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 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.

Liabilities and Obligations. ▇▇▇▇▇▇ has delivered to the Partnership and each Target Company an accurate list 1. The Companies do not have any liabilities or obligations (which is set forth on Schedule 4.13) of (i) all liabilities of ▇▇▇▇▇▇ whether direct or ------------- otherwise reflected in the ▇▇▇▇▇▇ Financial Statements at October 31indirect, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and which are not disclosed on any of the other ------------------------- Schedules to this Agreement, and (ii) all loan agreements, indemnity matured or guaranty agreements, bonds, mortgages, pledges or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be bound. ▇▇▇▇▇▇ has not incurred any material liabilities of any kind, character or description, whether accrued, absolute, secured or unsecuredunmatured, contingent or otherwise) of any nature, other than except (i) liabilities and obligations disclosed in the 1996 Financial Statements, (ii) liabilities and obligations not specifically reflected, reserved against or given effect to in the 1996 Financial Statements which are disclosed specifically in Section 3.12(a) of the Schedule, (iii) liabilities and obligations incurred in the ordinary course of business of the Companies between June 30, 1996 (the "Balance Sheet Date" and the date hereof, and (Iv) liabilities and obligations fully covered by insurance except for deductible amounts of the policies as set forth in Section 3.20 of the Schedule. 2. The Companies do not have any liability or obligation (whether direct or indirect) to make any charitable or political contribution, whether in cash or other property. M. Absence of Adverse Changes or Events. Since the Balance Sheet Date, 1. there has been no material adverse change in the Assets (as hereinafter defined), financial condition, results of operations, performance, business or prospects of either of the Companies ("Material Adverse Change"), or in the ability of the Companies to conduct their business as now conducted; 2. the Companies have been operated only in the ordinary course of business; 3. neither of the Companies has failed to manage their working capital, including cash, receivables, prepaid expenses, other current assets, trade payables and other current liabilities, in a fashion consistent with past practices. ▇▇▇▇▇▇ has also delivered to the Partnership practice, including paying outstanding obligations, trade accounts and each Target Company on Schedule 4.26 other indebtedness as and in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities order in which are not fixed, a good faith and reasonable estimate they become due; 4. neither of the maximum amount which ▇▇▇▇▇▇ reasonably expects will be payable Companies has failed to maintain all of the properties used or useful in the business of the Companies in the Companies' customary repair, order and condition, reasonable wear and tear excepted; 5. neither of the amountCompanies has created any new Plans or amended any Plan, if anyas defined in Section 3.23, accrued or reserved for each such potential liability on paid to officers or directors any unaccrued bonus, profit sharing, retirement pay, insurance, death benefit, fringe benefit or other compensation; increased the ▇▇▇▇▇▇ Financial Statementssalary or other compensation level of any officer or director; entered into any employment contract; or given any general compensation increase to employees, except normal "step" pay increases; 6. For each such contingent liability or liability for which the amount is not fixed or is contested, ▇▇▇▇▇▇ has provided to the Partnership and each Target Company the following information: (a) a summary description neither of the liability Companies has issued any substitute stock certificate to replace any stock certificate which was lost or otherwise irretrievable; 7. neither of the Companies has sold or disposed of any of their Assets; (h) neither of the Companies has made any loan or advance to any Person or become committed to do so; 8. neither of the Companies has made any loan or advance to any Person or become committed to do so; 9. neither of the Companies has subjected any Asset to a mortgage or other lien, or committed to do so, except liens of current income, gross receipts, gains, sales, use, employment, franchise, license, school, payroll, profits, property, ad valorem, excise or other taxes, estimated, import duties, fees, stamps, taxes and assessments or charges of any kind whatsoever (whether payable directly or by withholding), together with any additional charges, interest and any penalties, additions to tax or additional amounts imposed by any taxing authority with respect thereto, or any charges, interest or penalties imposed by any taxing authority as the following: result of the failure to file any return ("Taxes") not yet due and payable, or mechanic's or materialmen's liens; or 10. neither of the Companies has (i) copies of all relevant documentation relating thereto; without adequate consideration released or waived any claims or rights, canceled any debts or discharged any liens; or (ii) amounts claimed paid any obligations other than those for liabilities shown on the 1996 Financial Statements and any other action or relief sought; and (iii) name those incurred since the Balance Sheet Date in the ordinary course 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 of the maximum amount, if any, which is likely to become payable with respect to each such liabilitybusiness. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.N.

Liabilities and Obligations. ▇▇▇▇▇▇ has The STOCKHOLDERS have delivered to the Partnership and each Target Company CONDOR an accurate list (which is set forth on Schedule 4.132.7) as of the Balance Sheet Date of (i) all liabilities of ▇▇▇▇▇▇ or ------------- otherwise POWERCREW in excess of $10,000 which are not reflected in the ▇▇▇▇▇▇ POWERCREW Financial Statements at October 31, 2000 (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, liens, pledges or other security agreements to which ▇▇▇▇▇▇ POWERCREW is a party or by which its properties may be boundparty. ▇▇▇▇▇▇ Except as set forth on Schedule 2.7, since the Balance Sheet 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 consistent with past practicesbusiness. ▇▇▇▇▇▇ has The STOCKHOLDERS have also delivered to the Partnership and each Target Company set forth on Schedule 4.26 2.7, in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is are being contested, ▇▇▇▇▇▇ has provided to the Partnership and each Target Company the following information: (a) a summary description of the liability liability, together with the following: with: (i) copies of all relevant documentation relating thereto; ; (ii) amounts claimed and any other action or relief sought; and 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 of the maximum amountamount in dispute, 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.

Liabilities and Obligations. ▇▇▇▇▇▇ has The INDIVIDUAL SELLERS have delivered to the Partnership and each Target Company CONDOR an accurate list (which is set forth on Schedule 4.13SCHEDULE 2.7) as of the Balance Sheet Date of (i) all liabilities of ▇▇▇▇▇▇ or ------------- otherwise TITAN in excess of $10,000 which are not reflected in the ▇▇▇▇▇▇ TITAN Financial Statements at October 31, 2000 (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, liens, pledges or other security agreements to which ▇▇▇▇▇▇ TITAN is a party or by which its properties may be boundparty. ▇▇▇▇▇▇ Except as set forth on SCHEDULE 2.7, since the Balance Sheet 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 consistent with past practicesbusiness. ▇▇▇▇▇▇ has The INDIVIDUAL SELLERS have also delivered to the Partnership and each Target Company set forth on Schedule 4.26 SCHEDULE 2.7, in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is are being contested, ▇▇▇▇▇▇ has provided to the Partnership and each Target Company the following information: (a) a summary description of the liability liability, together with the following: with: (i) copies of all relevant documentation relating thereto; ; (ii) amounts claimed and any other action or relief sought; and 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 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.

Liabilities and Obligations. ▇▇▇▇▇▇ has The STOCKHOLDERS have delivered to the Partnership and each Target Company CONDOR an accurate list (which is set forth on Schedule 4.132.7) as of the Balance Sheet Date of (i) all liabilities of ▇▇▇▇▇▇ LINC in excess of $10,000 which are not reflected on the balance sheet of LINC at the Balance Sheet Date or ------------- otherwise reflected in the ▇▇▇▇▇▇ LINC Financial Statements at October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and which are not disclosed on any of the other ------------------------- Schedules to this Agreement, Date and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which ▇▇▇▇▇▇ LINC is a party or by which its properties may be boundparty. ▇▇▇▇▇▇ Except as set forth on Schedule 2.7, since the Balance Sheet Date, LINC 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 consistent with past practicesbusiness. ▇▇▇▇▇▇ has The STOCKHOLDERS have also delivered to the Partnership and each Target Company set forth on Schedule 4.26 2.7, in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is are being contested, ▇▇▇▇▇▇ has provided to the Partnership and each Target Company the following information: (a) a summary description of the liability together with the following: and has provided CONDOR's counsel with: (i) copies of all relevant documentation relating thereto; ; (ii) amounts claimed and any other action or relief sought; and and (iii) and 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 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.

Liabilities and Obligations. ▇▇▇▇▇▇ The COMPANY has delivered to the Partnership and each Target Company CSI an accurate list (which is set forth on Schedule 4.135.10) 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 October 31, 2000 (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, liens, pledges or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be boundagreements. ▇▇▇▇▇▇ 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 and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business consistent with past practicesbusiness. ▇▇▇▇▇▇ The COMPANY has also delivered to the Partnership and each Target Company CSI on Schedule 4.26 5.10, in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixedfixed or 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 ▇▇▇▇▇▇ Financial Statementspayable. For each such contingent liability or liability for which the amount is not fixed or is contested, ▇▇▇▇▇▇ the COMPANY has provided to the Partnership and each Target Company CSI the following information: (ai) a summary description of the liability together with the following: (ia) copies of all relevant documentation relating thereto; (iib) amounts claimed and any other action or relief sought; and (iiic) name of claimant and all other parties to the claim, suit or proceeding; (bii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (ciii) the date such claim, suit or proceeding was instituted; and (div) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ The COMPANY has delivered to the Partnership and each Target Company CSI an accurate list (which is set forth on Schedule 4.135.10) 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 October 31, 2000 (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, liens, pledges or other security agreements to which ▇▇▇▇▇▇ is a party or by which its properties may be boundagreements. ▇▇▇▇▇▇ 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 and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business consistent with past practicesbusiness. ▇▇▇▇▇▇ The COMPANY has also delivered to the Partnership and each Target Company CSI on Schedule 4.26 5.10, in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixedfixed or 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 ▇▇▇▇▇▇ Financial Statementspayable. For each such contingent liability or liability for which the amount is not fixed or is contested, ▇▇▇▇▇▇ the COMPANY has provided to the Partnership and each Target Company CSI the following information: (ai) a summary description of the liability together with the following: : (ia) copies of all relevant documentation relating thereto; ; (iib) amounts claimed and any other action or relief sought; and and (iiic) name of claimant and all other parties to the claim, suit or proceeding; (bii) the name of each court or agency before which such claim, suit or proceeding is pending;; and (ciii) the date such claim, suit or proceeding was instituted; and (div) 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.

Liabilities and Obligations. ▇▇▇▇▇▇ The COMPANY has delivered to the Partnership and each Target Company CTS an accurate list (which is set forth on Schedule 4.135.10) 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 October 31, 2000 (the "▇▇▇▇▇▇ Balance Sheet Date"), and which are not disclosed on any of the other ------------------------- Schedules to this Agreement, Date and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which ▇▇▇▇▇▇ the COMPANY is a party or by which its properties may be boundparty. ▇▇▇▇▇▇ 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 and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business consistent with past practicesbusiness. ▇▇▇▇▇▇ The COMPANY has also delivered to the Partnership and each Target Company set forth on Schedule 4.26 5.10, in the case of those contingent liabilities related to pending ------------- or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which ▇▇▇▇▇▇ reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the ▇▇▇▇▇▇ Financial Statements. For each such contingent liability or liability for which the amount is not fixed or is are being contested, ▇▇▇▇▇▇ has provided to the Partnership and each Target Company the following information: (a) a summary description of the liability together with the following: and has provided CTS's counsel with: (i) copies of all relevant documentation relating thereto; (ii) amounts claimed and any other action or relief sought; and; (iii) and 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 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.