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 ​, and as of the Closing Date, as of, ​ # 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 ​, and # obligations to be performed after the date hereof under any Contracts which are disclosed on [Schedule 3.16].

​ 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 ​) 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 ​ 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 ​ The financial statements are consistent with the books and records of ​ and fairly present in all material respects the financial condition, assets and liabilities of ​, 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.

Leave of Absence. Unless the Committee otherwise provides (at the time of the leave or otherwise), if the Grantee is granted a leave of absence by the Company, the Grantee # shall not be deemed to have incurred a termination of employment at the time such leave commences for purposes of the award, and # shall be deemed to be employed by the Company for the duration of such approved leave of absence for purposes of the award. A termination of employment shall be deemed to have occurred if the Grantee does not timely return to active employment upon the expiration of such approved leave or if the Grantee commences a leave that is not approved by the Company.

Leave of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence. A Participant shall not cease to be considered an Employee, Non-Employee Director or Consultant, as applicable, in the case of any # leave of absence approved by the Company, # transfer between locations of the Company or between the Company and any of its Affiliates or any successor thereof, or change in status (Employee to Director, Employee to Consultant, etc.), provided that such change does not affect the specific terms applying to the Participant's Award.

Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Restricted Stock Units during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

Absence of Litigation. Except as disclosed in the Company’s public filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. [Schedule 3(f)] contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Leaves of Absence. In the sole discretion of the Administrator, vesting of Awards granted under this Plan may be suspended during any unpaid leave of absence exceeding thirty (30) days and shall resume on the date the Participant returns to work on a regular schedule as determined by the Company; provided, however, that no vesting credit shall be awarded for the time vesting has been suspended during such leave of absence. A Service Provider shall not cease to be an Employee in the case of any leave of absence approved by the Company as a leave of absence under this [Section 14] or transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not guaranteed by statute or contract, then at the end of three (3) months following the expiration of the leave of absence, any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-statutory Stock Option.

Absence of Litigation. As of the Closing, no Law will have been adopted, promulgated, entered, enforced or issued by any Governmental Body, nor will any claim or cause of action be pending before any court, Governmental Body or arbitrator, which, if successful, would enjoin, restrain, or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction Document; provided, however, that this condition may not be invoked by Buyer if any such claim or cause of action was initiated by or at the direction of Buyer.

The execution and delivery by the Company of this Agreement, the issuance and sale of the Exchange Securities and the consummation of the other transactions contemplated hereby or thereby do not and will not # result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any federal, state, local or foreign government, court, or administrative or regulatory authority (“Governmental Authority”) to or by which the Company is bound including without

Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by the Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Common Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act, the regulations promulgated thereunder, the rules of The Nasdaq Global Market, state securities laws or the rules of FINRA.

Absence of Certain Developments. Since the date of the Latest Balance Sheet, the Target Entities have conducted their business in the Ordinary Course of Business and there has been no Material Adverse Effect except that the applicable Target Entities are insolvent and/or have filed the Chapter 11 Cases.

Absence of Certain Changes. Since ​, the Company has not: # suffered any change constituting a Company Material Adverse Effect; # amended its Articles or By-Laws; # split, combined or reclassified Company Common Stock; # declared or set aside or paid any dividend or other distribution with respect to the Company Common Stock; # materially changed the Company’s accounting principles, practices or methods; or # conducted any transaction or activity other than in the ordinary course of business.