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 no estimate has been providedthe amount is not fixed or is contested, the estimate for purposes of this Agreement shall be deemed Company has provided to be zero.IES the following information:

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 of this Agreement shall be deemed COMPANY has provided to be zero.METALS the following information:

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 fixed, a good faith and reasonable estimate (to the extent fixed or otherwise accrued or reserved. For each such contingent liability of the Company can reasonably make such an estimate) or liability of the maximum amount Company for which the Company reasonably expects will be payable and the amount, if any, accrued amount is not fixed 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 providedis contested, the estimate for purposes of this Agreement shall be deemed Company has provided to be zero.AmPaM the following information:

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 Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected in the Company Interim Financial Statements at the Balance Sheet Date except for those liabilities not required to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and which are were not reflected or disclosed on any of in the other Schedules to this AgreementInterim Balance 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 bound. 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 Pentacon 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 may 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 . If no estimate has been is provided, the estimate shall for purposes of this Agreement shall be deemed to be zero.. For each such contingent liability or liability for which the amount is not fixed or is contested, the Company has provided to Pentacon the following information:

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 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 of this Agreement shall be deemed to be zero.following information:

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 of this Agreement shall be deemed COMPANY has provided to be zero.PC the following information:

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 of this Agreement shall be deemed to be zero.following information:

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 Interim Balance Sheet at the Balance Sheet Date except for those liabilities not required to be reflected or otherwise disclosed under generally accepted accounting principles or F.A.S.B. 5 and which were not reflected or disclosed in the Company Financial Statements at the Interim Balance Sheet Date and which are not disclosed on any of the other Schedules to this AgreementSheet, 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 bound. 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 Pentacon 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 may 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 . If no estimate has been is provided, the estimate shall for purposes of this Agreement shall be deemed to be zero.. For each such contingent liability or liability for which the amount is not fixed or is contested, the Company has provided to Pentacon the following information:

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 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 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 estimate for purposes of this Agreement shall be deemed Company has provided to be zero.INCOM the following information: