Other than as disclosed in the most recent Purchaser Financial Statements filed, or furnished, as applicable, on SEDAR and EDGAR, incurred in the Ordinary Course since the date of such financial statements, or as disclosed in this Agreement, the Purchaser and its Subsidiaries have no outstanding material indebtedness or material liabilities and are not party to or bound by any material suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the material obligations, liabilities or indebtedness of any person. Other than as disclosed in the most recent Purchaser Financial Statements, none of the Purchaser or its Subsidiaries has any loans or other indebtedness outstanding which have been made to any shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with them.

Undisclosed Liabilities. No Company has any, and there is no basis for any, liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), except for liabilities that # are accrued or reserved against in the Most Recent Financial Statements, # were incurred subsequent to the Most Recent Fiscal Month End in the Ordinary Course of Business, # result from the obligations of the Companies under this Agreement or the Ancillary Agreements or # liabilities and obligations pursuant to any Material Contract which arose in the Ordinary Course of Business and did not result from any default, tort, breach of contract or breach of warranty.

Absence of Conduct; Undisclosed Liabilities. Prior to the date hereof, none of the MPT Parties has engaged in any business, nor do any of them have any liabilities or obligations, other than those related to or incurred in connection with this Agreement or any other Transaction Documents to which any of the MPT Parties is a party, and the transactions contemplated hereby or thereby.

Neither the Company, nor the Roughrider Subsidiary, has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise), which are outstanding, and there is no basis for assertion against the Company or the Roughrider Subsidiary of any liabilities or obligations of any kind.

Absence of Undisclosed Liabilities. The Company does not have any liabilities except for # liabilities set forth on the face of the Interim Balance Sheet, # liabilities incurred in the Ordinary Course of Business since the Balance Sheet Date, which are not material in amount and are accrued or reserved against in the books and records of the Company in accordance with GAAP and are set forth on [Schedule 4.6], and # Transaction Expenses. [Schedule 4.6] contains a debt schedule setting forth information regarding the Company’s outstanding Indebtedness as of the date hereof.

Undisclosed Liabilities. The Company has no Liabilities with respect to the Business, except # those set forth on the Company’s financial statements for fiscal year ending December 31, 2020, and # those which have been incurred in the ordinary course of business consistent with past practice since January 1, 2021 and which are not, individually or in the aggregate, material in amount and which have not been set forth in an exhibit to this Agreement.

Absence of Undisclosed Liabilities. Except as and to the extent reflected or reserved against in the Buyer Financials, to the Knowledge of Buyer, Buyer has not incurred any material liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for in the Buyer Financials, other than liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred in the ordinary course of business consistent with past practice.

Undisclosed Liabilities. The Company has no Liabilities with respect to the Business, except # those set forth on the Company’s financial statements for fiscal year ending December 31, 2020, and # those which have been incurred in the ordinary course of business consistent with past practice since January 1, 2021 and which are not, individually or in the aggregate, material in amount and which have not been set forth in an exhibit to this Agreement.

Absence of Undisclosed Liabilities. The Corporation has no material liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others) and whether due or to become due, except as incurred in the ordinary course of business.

Absence of Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any Liability, except for # Liabilities specifically set forth on and adequately reserved against in the Most Recent Balance Sheet (or notes thereto), # Liabilities that have arisen after the Most Recent Balance Sheet Date in the Ordinary Course and are not material in amount or pursuant to a Material Contract in the Ordinary Course (excluding any Liabilities arising from any breach of warranty or indemnity claim thereunder), # the Unpaid Seller Expenses or # Liabilities set forth on [Schedule 2.5].