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(b) Tax Liabilities: All of COMAT's Liabilities arising from or relating to the <br />items set forth on Schedule 3.6(a) (COMAT Taz Liabilities) <br />(c) Compliance with law: Afl of COMAT's Liabilities arising from or relating to <br />the items set forth on Schedule 3.8 (COMAT Compliance with Law) <br />(d) Contracts: All of COMAT's Liabilities arising from or relating to (a) the <br />Contracts set forth on Schedule 3.10 (COMAT Contracts), and (b) the Contracts <br />with respect to which rights and obligations are included among the Assets and <br />Assumed Liabilities, respectively, but ate not included on Schedule 3.10 due to <br />the fact that they do not meet the threshold set forth in Section 3.10 of the <br />Agreemen[. <br />(e) ~demnity Obligations: All of COMAT's Liabilities attributable to indemni[ies <br />given in: <br />(i) First Agreement for Purchase and Sale of Assets dated as of March 30, <br />2002 between Colorado Materials Concrete Corporation, COMAT and <br />others, and Rapid Ready Mix, LLC. <br />(ii) Second Agreement for Purchase and Sale of Assets dated as of March 20. <br />2002 between COMAT and others, and Rock Solid Investments, LLC and <br />Rapid Ready Mix, LLC. <br />(f) Guarantees: All of COMAT's Liabilities attributable [o the following <br />guaran[ees: <br />(i) LINC COMAT Guaranty <br />(ii) US Bancorp COMAT Guaranty <br />(iii) Continuing Guaranty dated from COMAT and Richard Duran in <br />favor of Hoss Equipmen[ Co. dated , as amended by <br />Modification Agreement dated February 25, 2002 among Citicapital <br />Commercial Leasing Corporation, Agile, COMAT. Randle Case and Ray <br />Marshal I <br />(g) Mining Reclamation Bond Indemnity Agreement <br />Schedule 3.6 <br />COMAT Compliance with Law <br />). All [natters listed oa Schedule 3.6(a) {COMAT Tax Returns and Liabilities) <br />Schedule 3.9 <br />COMAT Title to Assets; Sufficiency of Assets <br />1. All of the items set forth on Schedules 2.1(a) and 2.1(b) (Encumbrances on Securities <br />and Assets). <br />2. Consents or waivers wil( be required under each of the agreements set forth on <br />Schedule 3.5 (COMAT and Agile Consents). <br />3. A judgment in the amount of S 1.278.55 has been entered against COMAT in favor of <br />Heather Knight in the case Heather Knight v. COMAT, Et Paso County (Colorado) <br />Distrtet Court Case No. OIS997. <br />