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.

Undisclosed Liabilities. The Sellers do not have any Liabilities of any kind or nature, except for Liabilities # set forth in the Financial Statements and # incurred in the Ordinary Course of Business after the Most Recent Balance Sheet Date that, both individually and in the aggregate, involve amounts of less than $10,000.

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.

No Undisclosed Liabilities. Except to the extent associated with proceeds of helium produced from the Wells, or as otherwise disclosed on [Schedule 3.22] (none of which have or will have arisen as a result of negligence, gross negligence, strict liability, tort, toxic tort, environmental liabilities, violations of law, or default under any material contract attributable to Mayzure or for which Mayzure shall be responsible), Mayzure does not have any material debts, liabilities, or obligations of any kind or character whatsoever, whether accrued, absolute, contingent, matured, not matured, known, unknown, or otherwise, and whether or not of a character as would be required to be reflected in a balance sheet of Mayzure.

Neither Company has any material Liability of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except for: # Liabilities that are accrued or reserved in the Financial Statements; # Liabilities that have arisen since the Most Recent Fiscal Month End in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement of Intellectual Property, or violation of law by either Company); # Liabilities in the form of contractual obligations required to be performed under the Contracts of the Companies (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement of Intellectual Property, or violation of law by either Company); # Liabilities with a value not exceeding $100,000 in the aggregate; and/or # Liabilities of a Company expressly contemplated by this Agreement (e.g[[Parties:Organization]], the PPP Loan (as defined below), Company Expenses, Taxes contemplated in Article IX, the Pulaski Transaction Expenses, etc[[Parties:Organization]]).

No Undisclosed Liabilities. Seller has no material liabilities or obligations of any nature, absolute, accrued, contingent or otherwise, that adversely impact the Portfolio Residuals and the merchants associated therewith.

No Undisclosed Liabilities. Except # as reflected in or reserved against in the Financial Statements, # as set forth on [Schedule 2.6], # for liabilities incurred in the Ordinary Course of Business, # for liabilities under an executory portion of a Contract that have not yet been performed, # for Liabilities under this Agreement or entered into in connection herewith, or # Liabilities that are not material to Prospect Medical or any of its Subsidiaries (as applicable), neither Prospect Medical nor any of its Subsidiaries has any material Liabilities.

No Undisclosed Liabilities. Neither the Recipient nor any of the Recipient Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Recipient Financial Statements to the extent required to be so reflected or reserved against in accordance with GAAP, except for # liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and # liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

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.

No Undisclosed Liabilities. Except as set forth in the SEC Documents, neither Buyer nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities # in the aggregate adequately provided for in Parent’s unaudited balance sheet (including any related notes thereto) as of March 31, 2021, included in Buyer’s Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2021 (the “2021 Balance Sheet”), # incurred in the ordinary course of business and not required under GAAP to be reflected on the 2021 Balance Sheet, # incurred since March 31, 2021 in the ordinary course of business, # incurred in connection with this Agreement or the other transactions contemplated hereby, or # which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.