then i come to a list of assumed liabilities under two point zero three and also the schedule three point once they the i think it was a form that was done in an overnight fashion and so you have various provisions that conflict with each other now are specific answer to this point your honor this is it two point zero four it trumps anything to the also know here your honor that we don't assume any liabilities that go with special project claims this is a special project claim to be it is something that comes on that with a special project claim to a listed after the contract was approved by the court it is also a it is also a completed contract it is also a in that this specifically excluded asset at least we argue but most important your honor it was put together fast because that's what happens in bankruptcy court or so i'm told i don't spend a lot of time here and it's all been put together fast but the but nonetheless it's the from your perspective but the argument  rights are preserved what they didn't have prior to them and what they don't have today is the right to say whether their contract was assumed or not that we're right the right to define left this contract to be it's in all its core is matts have to be left to my client the purchaser and the debtor because they have to work things out they have to say what does this mean this seems contradictory if you work it out over a period some months work to say that they have the ability to determine whether they're an assumed liability the determination of whether this is ensued liability was left for my client and the debtor it was not left open for any other party the very rights were not were moved in one political degree he says if you're honest if you have an assumed contract if you have an assumed life realty your rights are preserved they continue with their list all of the liabilities what they will say when mr carroll's affidavit which was stricken says and well my client says as we listed everything there and then we came back and said excluded theoretically maybe thirty million graphicly we didn't want to take on that litigation they didn't want to look bad set just to give you an example of what you write is the glorious lesson that may be a pretty good description here have it as a district court did she took some facts outside the contract she took the statements of the lawyers at the hearing but one does allow testimony of by the parties of what they meant in the end and this mean going forward in a great heat if you will out of third party and such is saudi american bank any time you have off this and you get this fairly often in bankruptcy situations you have created a real problem not your own  isn't that any ambiguity in of itself it's not your honor and here's  kingdom contract for the shot refers to as being a completed contract was not a contract of the seller's so it is impossible that that is the contract that is being referred to in the ass the construction contract is not excluded because it's this particular transaction this particular project is not listed on the completed contracts without special projects that's correct it's also no sorest and in fact if you look at section two point zero seven of the asset purchase agreement it indicates that the only schedules that will be included are those that are prepared at the time of the execution of the agreement now you contract right that that is the in kingdom contractor on or it is referred to in any in a special projects goods list but it was not part of the execution copy of the agreement if you lose or how did this get a understand why this provision was added and it was a late add to the to the syrian border the parties came together the the purchaser showoff and various other interested parties right there yes they completed contracts a list is a list as is the contract listed which the aside from the number would make it   listing would have make it appear that the completed list which was it excluded from the assumed contract would include the kinda contract the only thing that confuses that is the number of matches the out of can the contract and how can you not say that that isn't an ambiguity because you said it's one of the  geishas that are associated with this excluded asset then it would appear that the shaw is not liable the only thing that really brings me so f enforceable after the closing again show such date probably something in ninety four between the party or this party in favor of that party with respect to the concert i mean just looking at the words daynes of any of these that might be a fort carroll and his declaration you say in your brief that even if we find some ambiguity his testimony is either not helpful or relevant just explain to contracts listed on keep going to be done and you can see this west guarantee it's not listed on two point zero two the government they're talking about their construction contract i don't know why you say that they're talking about construction contracts there's nothing in the sweat given to my client is defined specifically in the agreement and all we're asking the can visit court to do is to look to those particular definitions i don't think that th and we would suggest are all of the district court got it right for the district court understood one volt part of this team before the district court in bankruptcy sitting in bankruptcy at the time and said all contracts except those that are all of these two lists are going to be assumed contracts and if your name is not on those two lists then you work contract constitutes an assumed contract and you'll have the rights and remedies refresh my memory but as we went through these definitions again i think you could make an argument to whether or not that guaranteed is worse than under the definition of contract but i don't think that you can your argument can say you say you can't something that takes them out now the reason this is an excluded liability is because excluded liabilities include anything associated with excluded assets and excluded we don't believe this is is a contract we believe is a guarantee it's a liability it is clearly excluded because it's associated with a completed contract and special project can't isn't a contract integrate isn't a guarantee an agreement will be yes your honor any  wanted to make sure that this particular matter this before of today this project was it will be a project but you can see that project number on schedule two point zero two in the special project claims its contract numbered six five to contract out in fine track reform in houston and they brought stuff over and in came to perform performed by buckshot on stone webster the project number they're quite right were first to the out of kingdom contract but they only one possible inference this applies to both contracts you have a number over here and sure enough so it applies to the i'm thinking but here if you're looking for ambiguity and i know judge fisher you said