Absence of Liabilities. The Company does not have any Liabilities of a nature required to be disclosed on a balance sheet prepared in accordance with GAAP except # Liabilities that are accrued and reflected on the balance sheet of the Company as of the date hereof, as of December 31, 2018, and as of the Closing Date, as of, June 30, 2019 # Liabilities that are listed on [Schedule 3.8] (including, but not limited to any and all plugging and abandonment obligations known to or which remain the obligation of the Company, either as of the date hereof or at Closing, and which are otherwise not accounted for on the Financial Statements), # immaterial Liabilities that have arisen in the Ordinary Course of Business (other than liabilities for breach of any Contract or violation of any Law) since March 31, 2019, and # obligations to be performed after the date hereof under any Contracts which are disclosed on [Schedule 3.16].

[[Organization B:Organization]] has no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether asserted or unasserted, whether due or to become due, whether or not known to [[Organization B:Organization]]) arising out of any transaction entered into prior to the Closing Date or any act or omission prior to the Closing Date which individually or taken together would constitute a Material Adverse Effect on [[Organization B:Organization]] and have no debt, obligation or liability to each other or any of the ​ or their affiliates, except to the extent specifically set forth on or reserved against on the Balance Sheet of [[Organization B:Organization]] The financial statements are consistent with the books and records of [[Organization B:Organization]] and fairly present in all material respects the financial condition, assets and liabilities of [[Organization B:Organization]], as applicable, taken as a whole, as of the dates and periods indicated, and were prepared in accordance with GAAP (except as otherwise indicated therein or in the notes thereto).

Absence of Undisclosed Liabilities. There is no liability, debt or obligation against the Company or its Subsidiaries that would be required to be set forth or reserved for on a balance sheet of the Company and its Subsidiaries (and the notes thereto) prepared in accordance with U.S. GAAP and in accordance with past practice, except for liabilities and obligations # reflected or reserved for Most Recent Balance Sheet or disclosed in the notes thereto, # that have arisen since the date of the Most Recent Balance Sheet in the ordinary course of the operation of business of the Company and its Subsidiaries, # disclosed in the Company Schedules (including Section 2.8(c) of the Company Schedules), # arising under this Agreement or the performance by the Company of its obligations hereunder, or # that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Absence of Undisclosed Liabilities. Except as set forth in [Schedule 4.21], the Target Entities do not have any Liabilities except # Liabilities reflected on the liabilities side of the Latest Balance Sheet, # Liabilities that have arisen after the date of the date of the Latest Balance Sheet in the Ordinary Course of Business or otherwise in accordance with the terms and conditions of this Agreement (none of which is a material Liability for breach of warranty, malpractice, tort or infringement or a claim or lawsuit relating to a breach of an Environmental Law), # Liabilities that are or will be Excluded Liabilities and # Liabilities incurred in connection with this Agreement or the transactions contemplated hereby.

Except as and to the extent # reflected and reserved against in the Current Balance Sheets, or # incurred in the ordinary course of business after the date of the Current Balance Sheets and not material in amount, either individually or in the aggregate, none of the Company has any liability or obligation, secured or unsecured, whether accrued, absolute, contingent, unasserted or otherwise, which, either individually or in the aggregate, is material to the condition (financial or otherwise) of the assets, properties, business or prospects of such Company.

Absence of Undisclosed Liabilities. [Schedule 3.9] sets forth all debts, liabilities, or obligations, contingent or absolute (“Liabilities”), of the Company, and the payment arrangements with each of the creditors for such Liabilities, except for liabilities or obligations # disclosed on the Company Financial Statements, # not required under generally accepted accounting principles to be disclosed on the Company Financial Statements, and # which would not have a Company Material Adverse Effect.

Absence of Undisclosed Liabilities. All Liabilities are disclosed on its SEC filings, except: # those not required under generally accepted accounting principles to be disclosed on the SEC filings, # those which would not have an Buyer Material Adverse Effect, and # those which arose in the ordinary course of business subsequent to the Buyer’s latest financial Statements.

Absence of Undisclosed Liabilities. Except as stated or adequately reserved against in the financial statements of Borrower, or incurred as a result of or arising out of the transactions contemplated under the Loan Documents, Borrower has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, that has had or would reasonably be expected to have a Material Adverse Effect.

Assumed Liabilities. The Company agrees to assume and be responsible for all liabilities and obligations arising on or after the date hereof associated with the Company’s use, ownership or operation of the TFF Assets (the “Assumed Liabilities”).

Excluded Liabilities. Other than the Assumed Liabilities, the Company shall not assume any liabilities or obligations of the Contributor of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.