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 liabilities of the Company which are not reflected on the Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected in the 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 were not reflected or disclosed in the Interim Balance Sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges or other security agreements to which the Company is a party or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the Company has not incurred any 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 business and consistent with past practices. The Company has also delivered to Pentacon on Schedule 5.10, in the case of those contingent liabilities related to pending or threatened litigation, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement 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: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relates.

Liabilities and Obligations. Schedule 5.10 sets forth ▇▇▇▇▇▇ has delivered to the Partnership and each Target Company an accurate list as of the Balance Sheet Date (which is set forth on Schedule 4.13) of (i) all liabilities of the Company which are not reflected on the Interim Balance Sheet of the Company at the Balance Sheet Date ▇▇▇▇▇▇ or ------------- otherwise reflected in the Interim ▇▇▇▇▇▇ Financial Statements at October 31, 2000 (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 Date"), and which were are not reflected or disclosed in on any of the Interim Balance Sheetother ------------------------- Schedules to this Agreement, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges or other security agreements to which the Company ▇▇▇▇▇▇ is a party or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet 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 business and consistent with past practices. The Company ▇▇▇▇▇▇ has also delivered to Pentacon the Partnership and each Target Company on Schedule 5.10, 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 (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company ▇▇▇▇▇▇ reasonably expects may will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's ▇▇▇▇▇▇ 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. 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: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relates.

Liabilities and Obligations. Schedule 5.10 sets forth 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 (30) days prior to the Balance Sheet Date date of this Agreement. Schedule 5.10 shall be amended or supplemented pursuant to Section 7.9 to list (i) all liabilities which were incurred after such date and were incurred other than in the ordinary 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 which are not reflected on the Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected COMPANY in the Interim Financial Statements at the Balance Sheet Date except for those liabilities not required to be reflected or disclosed under accordance with generally accepted accounting principles consistently applied if such balance sheet were being prepared immediately prior to Closing or F.A.S.B. 5 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 COMPANY and which were not reflected covered by any of such sections because of knowledge qualifications contained in one or disclosed in the Interim Balance Sheet, 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 all liabilities of the Company is a party or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the Company has not incurred any liabilities or obligations 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 and consistent with past practices. The Company has also delivered to Pentacon on Schedule 5.10, in In the case of those contingent liabilities related which are contingent, Schedule 5.10 includes, and each amendment or supplement pursuant to pending or threatened litigationSection 7.9 will include, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeropayable. For each such contingent liability or liability for which the amount is not fixed or is contestedliability, the Company COMPANY has provided (or in the case of contingent liabilities listed in an amendment or supplement pursuant to Pentacon Section 7.9, will provide) to HDS the following information: (ia) a summary description of the liability together with the following: (a1) copies of all relevant documentation relating thereto; ; (b2) amounts claimed and any other action or relief sought; and and (c3) name of claimant and all other parties to the claim, suit or proceeding; (iib) the name of each court or agency before which such claim, suit or proceeding is pending; and (iiic) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relatesinstituted.

Liabilities and Obligations. Schedule 5.10 sets forth an 3.7 to the NISC▇ ▇▇▇closure Letter includes accurate list lists as of September 30, 2000 (the "Balance Sheet Date Date") of (i) all material liabilities of the Company which NISC▇ ▇▇▇ch are not reflected on the Interim Balance Sheet of the Company at NISC▇ ▇▇ the Balance Sheet Date or otherwise reflected in the Interim Financial NISC▇ ▇▇▇ancial Statements at the Balance Sheet Date except for those liabilities not which by their nature would be required in accordance with GAAP to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and which were not reflected or disclosed in the Interim Balance Sheet, 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 boundagreements. Except as set forth on Schedule 5.103.7 to the NISC▇ ▇▇▇closure Letter, since the Balance Sheet Date, the Company has Date NISC▇ ▇▇▇ not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company has Schedule 3.7 to the NISC▇ ▇▇▇closure Letter also delivered to Pentacon on Schedule 5.10includes, in the case of those contingent liabilities related to pending or threatened litigation, or other liabilities which are not fixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which NISC▇ ▇▇▇sonably expects will be payable. For each such contingent liability or liability for which the Company reasonably expects may be payable amount is not fixed or is contested, NISC▇ ▇▇▇ provided to AMDI 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; 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, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statementsliability. If no estimate is provided, the estimate shall for purposes of this Agreement 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: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relates.

Liabilities and Obligations. Schedule 5.10 sets forth Each of COMPANIES has delivered to VPI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the Company such COMPANY which are not reflected on the Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected in the Interim COMPANY Financial Statements at the Balance Sheet Date except for those Date, (ii) any material liabilities not required to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and which were not reflected or disclosed of such COMPANY (including all liabilities in the Interim Balance Sheet, excess of $10,000) and (iiiii) 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 boundagreements, together with true, correct and complete copies of such documents. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the Company Date neither COMPANY has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company Each of the COMPANIES has also delivered to Pentacon VPI on Schedule 5.10, in the case of those contingent liabilities related to pending or or, to the knowledge of the COMPANIES, threatened litigation, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount or other liabilities which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. For each such contingent liability or liability for which the amount is are not fixed or is are being contested, the Company has provided to Pentacon the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and; (iii) the date (if any) on which such claim, suit or proceeding was instituted or instituted; and (iv) a good faith and reasonable estimate of the date (period) maximum amount, if any, which is likely to which become payable with respect to each such claim relatesliability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth The COMPANY has delivered to CSI 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 which are not reflected on the Interim Balance Sheet balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Interim COMPANY Financial Statements at the Balance Sheet Date except for those liabilities not Date, which by their nature would be required in accordance with GAAP to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and which were not reflected or disclosed in the Interim Balance Sheetbalance sheet, 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 boundagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the Company COMPANY has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company COMPANY has also delivered to Pentacon CSI on Schedule 5.10, in the case of those contingent liabilities related to pending or threatened litigation, or other liabilities which are not fixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company COMPANY reasonably expects may will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeropayable. For each such contingent liability or liability for which the amount is not fixed or is contested, the Company COMPANY has provided to Pentacon CSI the following information: (i) a summary description of the liability together with the following: : (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or instituted; and (iv) a good faith and reasonable estimate of the date (period) maximum amount, if any, which is likely to which become payable with respect to each such claim relatesliability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth The COMPANY has delivered to PARENT an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the Company COMPANY which are not reflected on the Interim Balance Sheet balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Interim Company Financial Statements at the Balance Sheet Date except for those Date, (ii) any material liabilities not required to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and of the COMPANY (including all liabilities in excess of $10,000 which were are not reflected or disclosed in the Interim balance sheet as of the Balance Sheet, Sheet Date) and (iiiii) 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 boundagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the Company COMPANY has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company COMPANY has also delivered to Pentacon PARENT on Schedule 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 fixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeropayable. For each any such contingent liability or liability for which the amount is not fixed or is contested, the Company COMPANY has provided to Pentacon PARENT the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding;; and (ii) the name of each the court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted instituted; and (iv) either (x) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to the such liability, or (y) a specific description of any related reserve that may have been reflected in the date (period) Balance Sheet as of the Balance Sheet Date, with respect to which such claim relatesliability. If no estimate is provided 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 5.10 sets forth The COMPANY has delivered to CSI 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 which are not reflected on the Interim Balance Sheet balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Interim COMPANY 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 were not reflected or disclosed in the Interim Balance SheetDate, 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 boundagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the Company COMPANY has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company COMPANY has also delivered to Pentacon CSI on Schedule 5.10, in the case of those contingent liabilities related to pending or threatened litigation, or other liabilities which are not fixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company COMPANY reasonably expects may will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeropayable. For each such contingent liability or liability for which the amount is not fixed or is contested, the Company COMPANY has provided to Pentacon CSI the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or instituted; and (iv) a good faith and reasonable estimate of the date (period) maximum amount, if any, which is likely to which become payable with respect to each such claim relatesliability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth 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 (30) days prior to the Balance Sheet Date date of this Agreement. Schedule 5.10 shall be amended or supplemented pursuant to Section 7.9 to list (i) all liabilities which were incurred after such date and were incurred other than in the 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 of the Company which are not reflected on the Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected COMPANY in the Interim Financial Statements at the Balance Sheet Date except for those liabilities not required to be reflected or disclosed under accordance with generally accepted accounting principles consistently applied if such balance sheet were being prepared immediately prior to Closing or F.A.S.B. 5 and which were 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 reflected or need to be disclosed in the Interim Balance SheetSchedule 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 all liabilities of the Company is a party or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the Company has not incurred any liabilities or obligations 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 and consistent with past practices. The Company has also delivered to Pentacon on Schedule 5.10, in In the case of those contingent liabilities related which are contingent, Schedule 5.10 includes, and each amendment or supplement pursuant to pending or threatened litigationSection 7.9 will include, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeropayable. For each such contingent liability or liability for which the amount is not fixed or is contestedliability, the Company COMPANY has provided (or in the case of contingent liabilities listed in an amendment or supplement pursuant to Pentacon Section 7.9, will provide) to HDS the following information: (ia) a summary description of the liability together with the following: (a1) copies of all relevant documentation relating thereto; ; (b2) amounts claimed and any other action or relief sought; and and (c3) name of claimant and all other parties to the claim, suit or proceeding; (iib) the name of each court or agency before which such claim, suit or proceeding is pending; and (iiic) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relatesinstituted.

Liabilities and Obligations. Schedule 5.10 sets forth an 3.7 to the NIS▇▇ ▇▇sclosure Letter includes accurate list lists as of September 30, 2000 (the "Balance Sheet Date Date") of (i) all material liabilities of the Company which NIS▇▇ ▇▇ich are not reflected on the Interim Balance Sheet of the Company at NIS▇▇ ▇▇ the Balance Sheet Date or otherwise reflected in the Interim Financial NIS▇▇ ▇▇nancial Statements at the Balance Sheet Date except for those liabilities not which by their nature would be required in accordance with GAAP to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and which were not reflected or disclosed in the Interim Balance Sheet, 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 boundagreements. Except as set forth on Schedule 5.103.7 to the NIS▇▇ ▇▇sclosure Letter, since the Balance Sheet Date, the Company has Date NIS▇▇ ▇▇s not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company has Schedule 3.7 to the NIS▇▇ ▇▇sclosure Letter also delivered to Pentacon on Schedule 5.10includes, in the case of those contingent liabilities related to pending or threatened litigation, or other liabilities which are not fixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which NIS▇▇ ▇▇asonably expects will be payable. For each such contingent liability or liability for which the Company reasonably expects may be payable amount is not fixed or is contested, NIS▇▇ ▇▇s provided to AMDI 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; 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, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statementsliability. If no estimate is provided, the estimate shall for purposes of this Agreement 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: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relates.

Liabilities and Obligations. Schedule 5.10 sets forth The Company has delivered to QSI an accurate list (which is set forth on Schedule 4.10) as of the Balance Sheet Date of (i) all liabilities of the Company which are not reflected on the Interim Balance Sheet balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the Interim Company Financial Statements at the Balance Sheet Date except for those (other than liabilities not required to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and which were not reflected or disclosed incurred in the Interim Balance Sheetordinary course of business), (ii) any liabilities of the 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 the Company is a party or by which its properties may be boundin each case evidencing indebtedness in excess of $15,000, including copies thereof. Except as set forth on Schedule 5.104.10, since the Balance Sheet Date, Date the Company has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company has also delivered to Pentacon QSI on Schedule 5.104.10, in the case of those contingent liabilities related to pending or threatened litigation, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount or other liabilities which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero. For each such contingent liability or liability for which the amount is are not fixed or is are being contested, the Company has provided to Pentacon the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; ; (b) amounts claimed and any other action or relief sought; and and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or as instituted; and (iv) a good faith and reasonable estimate of the date (period) maximum amount, if any, which is likely to which become payable with respect to each such claim relatesliability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.

Liabilities and Obligations. Schedule 5.10 sets forth The COMPANY has delivered to PARENT an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the Company COMPANY which are not reflected on the Interim Balance Sheet balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Interim Company Financial Statements at the Balance Sheet Date except for those Date, (ii) any material liabilities not required to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and of the COMPANY (including all liabilities in excess of $10,000 which were are not reflected or disclosed in the Interim balance sheet as of the Balance Sheet, Sheet Date) and (iiiii) 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 boundagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the Company COMPANY has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company COMPANY has also delivered to Pentacon PARENT on Schedule 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 fixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeropayable. For each any such contingent liability or liability for which the amount is not fixed or is contested, the Company COMPANY has provided to Pentacon PARENT the following information: (i) a summary description of the liability together with the following:: -10- (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding;; and (ii) the name of each the court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted instituted; and (iv) either (x) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to the such liability, or (y) a specific description of any related reserve that may have been reflected in the date (period) Balance Sheet as of the Balance Sheet Date, with respect to which such claim relatesliability. If no estimate is provided 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 5.10 sets forth The COMPANY has delivered to CTS an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the Company COMPANY in excess of $10,000 which are not reflected on the Interim Balance Sheet balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Interim COMPANY 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 were not reflected or disclosed in the Interim Balance Sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the Company 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 COMPANY has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company COMPANY has also delivered to Pentacon set forth on Schedule 5.10, in the case of those contingent liabilities related to pending or threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (a) a summary description of the liability 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; (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 (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statementsliability. If no estimate is provided, the estimate shall for purposes of this Agreement 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: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relates.

Liabilities and Obligations. Schedule 5.10 sets forth The INDIVIDUAL SELLERS have delivered to CONDOR an accurate list (which is set forth on SCHEDULE 2.7) as of the Balance Sheet Date of (i) all liabilities of the Company TITAN in excess of $10,000 which are not reflected on the Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected in the Interim TITAN 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 were not reflected or disclosed in the Interim Balance SheetDate, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the Company TITAN is a party or by which its properties may be boundparty. Except as set forth on Schedule 5.10SCHEDULE 2.7, since the Balance Sheet Date, the Company TITAN has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company has INDIVIDUAL SELLERS have also delivered to Pentacon set forth on Schedule 5.10SCHEDULE 2.7, in the case of those contingent liabilities related to pending or threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (a) a summary description of the liability, together with: (i) copies of all relevant documentation relating thereto; (ii) amounts claimed and any other action or relief sought; and (iii) name of claimant and all other parties to the claim, suit or proceeding; (b) the name of each court or agency before which such claim, suit or proceeding is pending; (c) the date such claim, suit or proceeding was instituted; and (d) a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statementsliability. If no estimate is provided, the estimate shall for purposes of this Agreement 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: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relates.

Liabilities and Obligations. Schedule 5.10 sets forth The COMPANY has delivered to PARENT an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the Company COMPANY which are not reflected on the Interim Balance Sheet balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Interim Company Financial Statements at the Balance Sheet Date except for those Date, (ii) any material liabilities not required to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and of the COMPANY (including all liabilities in excess of $10,000 which were are not reflected or disclosed in the Interim balance sheet as of the Balance Sheet, Sheet Date) and (iiiii) 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 boundagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the Company COMPANY has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company COMPANY has also delivered to Pentacon PARENT on Schedule 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 fixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeropayable. For each any such contingent liability or liability for which the amount is not fixed or is contested, the Company COMPANY has provided to Pentacon PARENT the following information: (i) a summary description of the liability together with the following: : (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding;; and (ii) the name of each the court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted instituted; and (iv) either (x) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to the such liability, or (y) a specific description of any related reserve that may have been reflected in the date (period) Balance Sheet as of the Balance Sheet Date, with respect to which such claim relatesliability. If no estimate is provided 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 5.10 sets forth is an accurate list as of with --------------------------- respect to the Balance Sheet Date of COMPANY of: (i) all liabilities as of December 31, 1998; (ii) in the case of any supplement or amendment pursuant to Section 7.9, all liabilities 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 which are not reflected on the Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected COMPANY in the Interim Financial Statements at the Balance Sheet Date except for those liabilities not required to be reflected or disclosed under accordance with generally accepted accounting principles consistently applied if such balance sheet were being prepared immediately prior to Closing or F.A.S.B. 5 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 COMPANY and not covered by any of such sections because of knowledge qualifications contained in one or more of such sections); and (iii) in the case of any supplement or amendment pursuant to Section 7.9, all liabilities which were not reflected or disclosed incurred after the date of this Agreement and were incurred other than in the Interim Balance Sheet, 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, in each such instance, all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges or other security agreements to which liabilities of the Company is a party or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the Company has not incurred any liabilities or obligations 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 and consistent with past practices. The Company has also delivered to Pentacon on Schedule 5.10, in In the case of those contingent liabilities related to pending or threatened litigationwhich are contingent, Schedule 5.10 includes a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeropayable. For each such contingent liability or liability for which the amount is not fixed or is contestedliability, the Company COMPANY has provided to Pentacon HDS the following information: (ia) a summary description of the liability together with the following: (a1) copies of all relevant documentation relating thereto; (b2) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relates.

Liabilities and Obligations. Schedule 5.10 sets forth 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 (30) days prior to the Balance Sheet Date date of this Agreement. Schedule 5.10 shall be amended or supplemented pursuant to Section 7.9 to list (i) all liabilities which were incurred after such date and were incurred other than in the ordinary 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 which are not reflected on the Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected COMPANY in the Interim Financial Statements at the Balance Sheet Date except for those liabilities not required to be reflected or disclosed under accordance with generally accepted accounting principles consistently applied if such balance sheet were being prepared immediately prior to Closing or F.A.S.B. 5 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 COMPANY and which were not reflected covered by any of such sections because of knowledge qualifications contained in one or disclosed in the Interim Balance Sheet, 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 all liabilities of the Company is a party or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the Company has not incurred any liabilities or obligations 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 and consistent with past practices. The Company has also delivered to Pentacon on Schedule 5.10, in In the case of those contingent liabilities related which are contingent, Schedule 5.10 includes, and each amendment or supplement pursuant to pending or threatened litigationSection 7.9 will include, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeropayable. For each such contingent liability or liability for which the amount is not fixed or is contestedliability, the Company COMPANY has provided (or in the case of contingent liabilities listed in an amendment or supplement pursuant to Pentacon Section 7.9, will provide) to HDS the following information: (ia) a summary description of the liability together with the following: (a1) copies of all relevant documentation relating thereto; ; (b2) amounts claimed and any other action or relief sought; and (c3) name of claimant and all other parties to the claim, suit or proceeding; (iib) the name of each court or agency before which such claim, suit or proceeding is pending; and (iiic) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relatesinstituted.

Liabilities and Obligations. Schedule 5.10 sets forth The COMPANY has delivered to PARENT an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the Company COMPANY which are not reflected on the Interim Balance Sheet balance sheet of the Company COMPANY at the Balance Sheet Date or otherwise reflected in the Interim Company Financial Statements at the Balance Sheet Date except for those Date, (ii) any material liabilities not required to be reflected or disclosed under generally accepted accounting principles or F.A.S.B. 5 and of the COMPANY (including all liabilities in excess of $10,000 which were are not reflected or disclosed in the Interim balance sheet as of the Balance Sheet, Sheet Date) and (iiiii) 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 boundagreements. Except as set forth on Schedule 5.10, since the Balance Sheet Date, Date the Company COMPANY has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company COMPANY has also delivered to Pentacon PARENT on Schedule 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 fixed or otherwise accrued or reserved, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zeropayable. For each any such contingent liability or liability for which the amount is not fixed or is contested, the Company COMPANY has provided to Pentacon PARENT the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding;; and (ii) the name of each the court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted instituted; and (iv) either (x) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to the such liability, or (y) a specific description of any related reserve that may have been reflected in the date (period) Balance Sheet as of the Balance Sheet Date, with respect to which such claim relatesliability. If no estimate is provided 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 5.10 sets forth The STOCKHOLDERS have delivered to CONDOR an accurate list (which is set forth on Schedule 2.7) as of the Balance Sheet Date of (i) all liabilities of the Company LINC in excess of $10,000 which are not reflected on the Interim Balance Sheet balance sheet of the Company LINC at the Balance Sheet Date or otherwise reflected in the Interim LINC 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 were not reflected or disclosed in the Interim Balance Sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the Company LINC is a party or by which its properties may be boundparty. Except as set forth on Schedule 5.102.7, since the Balance Sheet Date, the Company LINC has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company has STOCKHOLDERS have also delivered to Pentacon set forth on Schedule 5.102.7, in the case of those contingent liabilities related to pending or threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (a) a summary description of the liability 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 (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 (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statementsliability. If no estimate is provided, the estimate shall for purposes of this Agreement 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: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relates.

Liabilities and Obligations. Schedule 5.10 sets forth an accurate list 4.10.1 Neither BSMI, Brightside nor any Project Partnership is or will be liable or subject to any liabilities as of the Closing, except for: (i) those liabilities disclosed on Schedule 4.10; (ii) those liabilities reflected on the December Balance Sheet and not previously paid or discharged; and (iii) those liabilities to third parties (including Affiliates) incurred on, before or after the Balance Sheet Date of (i) all liabilities of the Company which are not reflected on the Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected in the 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 were not reflected or disclosed in the Interim Balance Sheet, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges or other security agreements to which the Company is a party or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the Company has not incurred any liabilities or obligations of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred 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 Company Sellers Group has also delivered to Pentacon on Schedule 5.10NHP, in the case of those contingent material liabilities related to pending which are not fixed or threatened litigationare contested, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable payable, which estimates are set forth on Schedule 4.10. 4.10.3 Schedule 4.10 attached hereto and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate made a part hereof is provided, the estimate shall for purposes a true and complete list of this Agreement 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: (i) a summary description all of the liability together with Loan Documents, and, except as otherwise indicated on Schedule 4.10 as of the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties date hereof, there are no material defaults or, to the claimknowledge of the Sellers Group, suit pending or proceeding;threatened events of default, under the Loan Documents. 4.10.4 The Sellers Group represents and warrants, that, after giving effect to the transactions contemplated under this Agreement, neither the Sellers Group (ii) the name nor any of each court them), BSMI nor any Project Partnership shall be insolvent for any purpose or agency before which such claim, suit under any Federal or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relatesstate definition thereof whatsoever.

Liabilities and Obligations. Schedule 5.10 sets forth The STOCKHOLDERS have delivered to CONDOR an accurate list (which is set forth on Schedule 2.7) as of the Balance Sheet Date of (i) all liabilities of the Company POWERCREW in excess of $10,000 which are not reflected on the Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected in the Interim POWERCREW 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 were not reflected or disclosed in the Interim Balance SheetDate, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements to which the Company POWERCREW is a party or by which its properties may be boundparty. Except as set forth on Schedule 5.102.7, since the Balance Sheet Date, the Company POWERCREW has not incurred any material liabilities or obligations 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 and consistent with past practicesbusiness. The Company has STOCKHOLDERS have also delivered to Pentacon set forth on Schedule 5.102.7, in the case of those contingent liabilities related to pending or threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (a) a summary description of the liability, together with: (i) copies of all relevant documentation relating thereto; (ii) amounts claimed and any other action or relief sought; and (iii) name of claimant and all other parties to the claim, suit or proceeding; (b) the name of each court or agency before which such claim, suit or proceeding is pending; (c) the date such claim, suit or proceeding was instituted; and (d) to the extent it is reasonably possible, a good faith and reasonable estimate (to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amountin dispute, if any, accrued or reserved for which is likely to become payable with respect to each such potential liability on the Company's Financial Statementsliability. If no estimate is provided, the estimate shall for purposes of this Agreement 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: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; and (iii) the date (if any) on which such claim, suit or proceeding was instituted or the date (period) to which such claim relates.

Liabilities and Obligations. Schedule 5.10 sets forth an accurate list as For purposes of the Balance Sheet Date of (i) this Section, any --------------------------- reference to "all liabilities" shall mean, in each such instance, all liabilities of the Company which are not reflected on COMPANY (or the Interim Balance Sheet of the Company at the Balance Sheet Date or otherwise reflected in the 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 were not reflected or disclosed in the Interim Balance Sheet, and (iiCOMPANY's Subsidiaries) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges or other security agreements to which the Company is a party or by which its properties may be bound. Except as set forth on Schedule 5.10, since the Balance Sheet Date, the Company has not incurred any liabilities or obligations 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 or which exceed $20,000 individually or $100,000 in the aggregate if (and consistent only if) such liabilities would either be accrued on the balance sheet of the COMPANY in accordance with past practicesgenerally 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 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). The Company For each contingent liability, Schedule 5.10 includes, and each amendment or supplement pursuant to Section 7.9 will include, a reasonable estimate of the maximum amount which may be payable, and the COMPANY has also delivered to Pentacon on Schedule 5.10provided (or, in the case of those contingent liabilities related listed in an amendment or supplement pursuant to pending or threatened litigationSection 7.9, a good faith and reasonable estimate (will provide) to the extent the Company can reasonably make an estimate) of the maximum amount which the Company reasonably expects may be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements. If no estimate is provided, the estimate shall for purposes of this Agreement 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 HDS the following information: (ia) a summary description of the liability together with the following: (a1) copies of all relevant documentation relating thereto; ; (b2) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (iib) the name of each court or agency before which any such claim, suit or proceeding is pending; and (iiic) the date (if any) on which that any such claim, suit or proceeding was instituted or the date (period) to which such claim relatesinstituted.