No Undisclosed Material Liabilities. Except as disclosed in the Parent SEC Documents filed prior to the date hereof, there are no Liabilities of Parent or any of the Parent Subsidiaries, whether accrued, contingent, absolute or determined other than: # Liabilities reflected on the financial statements (including the notes thereto), or # Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.

[[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. 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.

Liabilities of the Company. Seller warrants that the Company has no outstanding liabilities or contingent liabilities other than the debts outlined in SEC filings of the past twelve (12) months.

Absence of Undisclosed Liabilities. As of the dates of the Company's financial statements, the Company had no liabilities, either accrued or contingent, of a nature required to be reflected in the financial statements in accordance with generally accepted accounting principles, and whether due or to become due, which individually or in the aggregate are reasonably likely to have an adverse effect on the Company.

Except as set forth on the Quarterly Report on Form 10-Q for the three months ended March 31, 2021, of the Company, the Company has no liabilities, either accrued or contingent, whether or not of a nature required to be reflected in the financial statements in accordance with generally accepted accounting principles, and whether due or to become due. As of the Closing Date, # the Company has fully paid all creditors, debtors, vendors and service providers for all obligations that have become due and payable as of the Closing Date; and # all loans, notes payables, and liabilities, either accrued or contingent, whether or not of a nature required to be reflected in the financial statements in accordance with generally accepted accounting principles, whether due or to become due or whether or not disclosed in the SEC Reports have been paid in full.

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.

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.

Assumption of Liability by Company. If Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, Company shall indemnify lndemnitee's estate and Indemnitee's spouse, heirs, administrators and executors against, and Company shall and does hereby agree to assume, any and all costs, charges and expenses (including attorneys' fees), penalties and fines actually and reasonably incurred by or for Indemnitee or Indemnitee's estate, in connection with the investigation, defense, settlement or appeal of any such action, suit or proceeding. Further, when requested in writing by the spouse of Indemnitee, and/or the heirs, executors or administrators of Indemnitee's estate, Company shall provide appropriate evidence of Company's agreement set out herein to indemnify Indemnitee against and to assume itself such costs, charges, liabilities and expenses.

Substitution and Assumption of Awards. The Committee may make Awards under the Plan by assumption, substitution or replacement of stock options, stock appreciation rights, stock units or similar awards granted by another entity (including a Parent or Subsidiary), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The terms of such assumed, substituted or replaced Awards shall be as the Committee, in its discretion, determines is appropriate, notwithstanding limitations on Awards in the Plan. Any such substitute or assumed Awards shall not count against the Absolute Share Limit set forth in Section 5.a) (nor shall Shares subject to such Awards be added to the Shares available for Awards under the Plan as provided in Section 5.b) above), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuant to the exercise of ISOs under the Plan.