LIABILITIES; DEBT Clause Samples

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, Company did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred as of the Closing Date, any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than those incurred in the ordinary course of business or as set forth on EXHIBIT 2.16. Company and Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against Company or any Shareholder as of the Balance Sheet Date, of any claim or liability of any nature in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of Company (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on EXHIBIT 2.19 attached hereto.

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, Dentist did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred as of the Closing Date, any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than those incurred in the ordinary course of business or as set forth on EXHIBIT 2.16. Dentist does not know, or have reasonable grounds to know, of any basis for the assertion against Dentist as of the Balance Sheet Date, of any claim or liability of any nature in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of Dentist (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on EXHIBIT 2.19 attached hereto.

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, Contributor did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred as of the Closing Date, any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than those incurred in the ordinary course of business or as set forth on EXHIBIT 2.16. Contributor and Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against Contributor or any Shareholder as of the Balance Sheet Date, of any claim or liability of any nature in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of Contributor (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on EXHIBIT 2.19 attached hereto.

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, the Company did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred as of the Closing Date, any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than those incurred in the ordinary course of business. The Company and the Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against the Company as of the Balance Sheet Date, of any claim or liability of any nature in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of the Company (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on Exhibit 2.19 attached hereto.

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet or as set forth on EXHIBIT 2.19, Dentist did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred as of the Closing Date, any liabilities or obligations of any nature related to the Business, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than those incurred in the ordinary course of business of the Business. Dentist does not know, or have reasonable grounds to know, of any basis for the assertion against Dentist as of the Balance Sheet Date, of any claim or liability of any nature in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of Dentist related to the Business (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is included on the Balance Sheet or is described on EXHIBIT 2.19 attached hereto.

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, Seller and the Seller Subs did not have, as of the Balance Sheet Date, and have not incurred since that date and will not have incurred as of the Closing Date, any liabilities or obligations of any nature (related to the Division, in the case of Seller), whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than those incurred in the ordinary course of business. Seller does not know, or have reasonable grounds to know, of any basis for the assertion against Seller or any of the Seller Subs, as of the Balance Sheet Date, of any claim or liability of any nature (related to the Division, in the case of Seller) in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature (related to the Division, in the case of Seller) arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of the Seller Subs and of Seller related to the Division (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on Exhibit 3.18 attached hereto.

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet or as otherwise disclosed herein or on the Schedules hereto, Seller did not have, as of the Financials Date, and has not incurred since that date and will not have incurred as of the Closing Date, any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, related to Seller's Business, other than those incurred in the ordinary course of business or as would not reasonably be expected to have a material adverse effect on the business or operations of Seller. Seller does not know, or have grounds to know, of any basis for the assertion against Seller as of the Financials Date, of any material claim or liability of any nature, related to Seller's Business in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of Seller related to Seller's Business (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on SCHEDULE 2.16 attached hereto.

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet and the indebtedness described in Section 1.2 hereof, the Company did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred as of the Closing Date, any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than those incurred in the ordinary course of business. The Company and the Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against the Company as of the Balance Sheet Date, of any claim or liability of any nature in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of the Company (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on the Balance Sheet or in Section 1.2. The Company and the Shareholders represent and warrant that all indebtedness due and owing to Hibernia National Bank as reflected on the July 1996 financial statements provided to Purchaser has been extinguished and replaced by the indebtedness set forth on Exhibit 1.2(a) due Mrs. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Other than said indebtedness to Mrs. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company has no liability or obligation to any other director or other shareholder of the Company or any

LIABILITIES; DEBT. 7 2.20 INSURANCE POLICIES.................................................. 7 2.21