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.