Common use of Absence of Liabilities Clause in Contracts

Absence of Liabilities. (a) The Contributed Entities have no Liabilities required by GAAP to be reflected in a combined balance sheet and no off-balance sheet arrangements, including Capital Lease Obligations but excluding all operating leases that are not Capital Lease Obligations, in each case, other than (i) as of the date of this Agreement and as of Closing, Liabilities that were incurred since December 31, 2014 in the ordinary course of business, (ii) as of the date of this Agreement and as of Closing, Liabilities incurred in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby, (iii) as of the date of this Agreement, Liabilities that have been or will be discharged or paid in full prior to Closing, (iv) as of the date of this Agreement and as of Closing, Liabilities that would not, individually or in the aggregate, be material to the Contributed Entities taken as a whole, (v) as of Closing, Liabilities (including Third Party Indebtedness) incurred after the date hereof and prior to Closing in accordance with Section 6.3 and (vi) as of the date of this Agreement and as of Closing, Liabilities as reflected, reserved against or otherwise disclosed in the Financial Statements. (b) Section 4.8 of the Enbridge Entities Disclosure Letter describes all outstanding Third Party Indebtedness of the Contributed Entities as of the date of this Agreement. (c) Section 4.8 of the Enbridge Entities Disclosure Letter sets forth the outstanding letters of credit posted by the Enbridge Entities or any of their Affiliates with respect to any Contributed Entity as of the date of this Agreement, which will represent all such outstanding letters of credit at Closing except for any such letters of credit permitted to be arranged after the date hereof and prior to Closing in accordance with Section 6.3.

Absence of Liabilities. (a) The Contributed Entities have Company has no Liabilities required by GAAP except (a) Liabilities that are accrued and reflected on the consolidated balance sheet of the Company as of September 30, 2020, (b) Liabilities that are listed on Schedule 3.8 of the Disclosure Schedules (c) Liabilities of Two Hundred and Fifty Thousand Dollars, ($250,000) in the aggregate that have arisen in the Ordinary Course of Business (other than liabilities for breach of any Contract or violation of any Law) since September 30, 2020 and (d) obligations to be reflected in a combined balance sheet and no off-balance sheet arrangements, including Capital Lease Obligations but excluding all operating leases that are not Capital Lease Obligations, in each case, other than (i) as of the date of this Agreement and as of Closing, Liabilities that were incurred since December 31, 2014 in the ordinary course of business, (ii) as of the date of this Agreement and as of Closing, Liabilities incurred in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby, (iii) as of the date of this Agreement, Liabilities that have been or will be discharged or paid in full prior to Closing, (iv) as of the date of this Agreement and as of Closing, Liabilities that would not, individually or in the aggregate, be material to the Contributed Entities taken as a whole, (v) as of Closing, Liabilities (including Third Party Indebtedness) incurred performed after the date hereof and prior to Closing in accordance with Section 6.3 and (vi) as of the date of this Agreement and as of Closing, Liabilities as reflected, reserved against or otherwise under any Contracts which are disclosed in the Financial StatementsDisclosure Schedules. All Liabilities of the Subsidiaries are included, and fully accounted for, in the balance sheet of the Company. (b) Section 4.8 The Company has no outstanding Indebtedness currently due and owing except for Closing Payment Indebtedness identified in the Funds Flow Statement to be satisfied (or assumed by Buyer) in full at Closing. Neither the Company nor Seller has any liability or obligation in respect of any Transaction Expense except for Transaction Expenses identified in the Funds Flow Statement to be satisfied in full at Closing. The Company has not incurred any liability or obligation for any Transaction Bonus (including any liability for any Taxes associated therewith) except as set forth in Schedule 3.8 of the Enbridge Entities Disclosure Letter describes all outstanding Third Party Indebtedness of the Contributed Entities as of the date of this Agreement. (c) Section 4.8 of the Enbridge Entities Disclosure Letter sets forth the outstanding letters of credit posted by the Enbridge Entities or any of their Affiliates with respect to any Contributed Entity as of the date of this AgreementSchedules, which will represent identifies each party entitled to receive a Transaction Bonus, the amount thereof and any liability for Taxes associated therewith. Prior to the Closing, the Seller have caused the Company to pay and satisfy in full all such outstanding letters liabilities and obligations arising out of credit at Closing except or related to each Transaction Bonus, if any, including any liability for any such letters of credit permitted to be arranged after the date hereof and prior to Closing in accordance with Section 6.3Taxes associated therewith.

Absence of Liabilities. (a) The Contributed Entities Except as set forth in Part I of Section 4.7(a) of the SE Corp Disclosure Schedule, the Companies have no Liabilities required by GAAP to be reflected in a combined balance sheet and no “off-balance sheet arrangements” (as such term is defined in Item 303(a)(4) of Regulation S-K promulgated under the Exchange Act), including Capital Lease Obligations but excluding all operating leases that are not Capital Lease Obligations, in each case, other than (i) as of the date of this Agreement and as of the First Closing, Liabilities that were incurred since December 31, 2014 2012 in the ordinary course of business, (ii) as of the date of this Agreement and as of the First Closing, Liabilities incurred in connection with this Agreement, the other Transaction Documents or the transactions contemplated herebyTransactions, (iii) as of the date of this Agreement, Liabilities that have been or will be discharged or paid in full prior to the First Closing, (iv) as of the date of this Agreement and as of the First Closing, Liabilities that would not, individually or in the aggregate, be material to the Contributed Entities taken as a wholematerial, (v) as of the First Closing, Liabilities (including Third Party Indebtedness) incurred in connection with capital expenditures incurred after the date hereof and prior to the First Closing in accordance with Section 6.3 and 6.3, (vi) as of the date of this Agreement and Agreement, the Third Party Indebtedness set forth in Section 4.7(b) of the SE Corp Disclosure Schedule, (vii) as of the date of this Agreement, Liabilities as reflected, reserved against or otherwise disclosed in such standalone financial statements in respect of the Companies as are described in Part II of Section 4.7(a) of the SE Corp Disclosure Schedule, and (viii) as of the First Closing, Liabilities as reflected, reserved against or otherwise disclosed in the Financial Statements. (b) Section 4.8 of the Enbridge Entities Disclosure Letter describes all outstanding Third Party Indebtedness of the Contributed Entities as As of the date of this Agreement, none of the Companies has any outstanding Third Party Indebtedness except as set forth in Section 4.7(b) of the SE Corp Disclosure Schedule. (c) The outstanding principal and accrued, but unpaid, interest under the SE Capital-Xxxxxxxx Ridge Loan as at the date of this Agreement is set forth in Section 4.8 4.7(c) of the Enbridge Entities SE Corp Disclosure Letter Schedule. (d) To the Knowledge of SE Corp, Section 4.7(d) of the SE Corp Disclosure Schedule sets forth the outstanding letters of credit posted by the Enbridge Entities SE Corp or any of their its Affiliates with respect to any Contributed Entity Company as of the date of this Agreement, which will represent . The aggregate amount of all such outstanding letters of credit posted by SE Corp and its Affiliates with respect to all Companies does not (and, at Closing except for any such letters of credit permitted to be arranged after the date hereof and prior to Closing in accordance with Section 6.3each Closing, will not) exceed $250,000,000.

Absence of Liabilities. (a) The Contributed Entities Except as set forth in Part I of Section 4.7(a) of the SE Corp Disclosure Schedule, the Companies have no Liabilities required by GAAP to be reflected in a combined balance sheet and no “off-balance sheet arrangements” (as such term is defined in Item 303(a) (4) of Regulation S-K promulgated under the Exchange Act), including Capital Lease Obligations but excluding all operating leases that are not Capital Lease Obligations, in each case, other than (i) as of the date of this Agreement and as of the First Closing, Liabilities that were incurred since December 31, 2014 2012 in the ordinary course of business, (ii) as of the date of this Agreement and as of the First Closing, Liabilities incurred in connection with this Agreement, the other Transaction Documents or the transactions contemplated herebyTransactions, (iii) as of the date of this Agreement, Liabilities that have been or will be discharged or paid in full prior to the First Closing, (iv) as of the date of this Agreement and as of the First Closing, Liabilities that would not, individually or in the aggregate, be material to the Contributed Entities taken as a wholematerial, (v) as of the First Closing, Liabilities (including Third Party Indebtedness) incurred in connection with capital expenditures incurred after the date hereof and prior to the First Closing in accordance with Section 6.3 and 6.3, (vi) as of the date of this Agreement and Agreement, the Third Party Indebtedness set forth in Section 4.7(b) of the SE Corp Disclosure Schedule, (vii) as of the date of this Agreement, Liabilities as reflected, reserved against or otherwise disclosed in such standalone financial statements in respect of the Companies as are described in Part II of Section 4.7(a) of the SE Corp Disclosure Schedule, and (viii) as of the First Closing, Liabilities as reflected, reserved against or otherwise disclosed in the Financial Statements. (b) Section 4.8 of the Enbridge Entities Disclosure Letter describes all outstanding Third Party Indebtedness of the Contributed Entities as As of the date of this Agreement, none of the Companies has any outstanding Third Party Indebtedness except as set forth in Section 4.7(b) of the SE Corp Disclosure Schedule. (c) The outstanding principal and accrued, but unpaid, interest under the SE Capital-Xxxxxxxx Ridge Loan as at the date of this Agreement is set forth in Section 4.8 4.7(c) of the Enbridge Entities SE Corp Disclosure Letter Schedule. (d) To the Knowledge of SE Corp, Section 4.7(d) of the SE Corp Disclosure Schedule sets forth the outstanding letters of credit posted by the Enbridge Entities SE Corp or any of their its Affiliates with respect to any Contributed Entity Company as of the date of this Agreement, which will represent . The aggregate amount of all such outstanding letters of credit posted by SE Corp and its Affiliates with respect to all Companies does not (and, at Closing except for any such letters of credit permitted to be arranged after the date hereof and prior to Closing in accordance with Section 6.3each Closing, will not) exceed $250,000,000.

Absence of Liabilities. (a) The Contributed Entities have no Neither Seller nor any Ameri Company has any Liabilities required by GAAP to be except (a) Liabilities that are accrued and reflected in a combined balance sheet and no off-balance sheet arrangementsthe Seller Financials as of December 31, including Capital Lease Obligations but excluding all operating leases 2018, (b) Liabilities that are not Capital Lease Obligationslisted on Schedule 3.8 of the Seller Disclosure Letter or in the SEC Reports, (c) immaterial Liabilities that have arisen in each case, the Ordinary Course of Business (other than (iliabilities for breach of any Contract or violation of any Law) as of the date of this Agreement and as of Closing, Liabilities that were incurred since December 31, 2014 in the ordinary course of business, 2018 and (iid) as of the date of this Agreement and as of Closing, Liabilities incurred in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby, (iii) as of the date of this Agreement, Liabilities that have been or will obligations to be discharged or paid in full prior to Closing, (iv) as of the date of this Agreement and as of Closing, Liabilities that would not, individually or in the aggregate, be material to the Contributed Entities taken as a whole, (v) as of Closing, Liabilities (including Third Party Indebtedness) incurred performed after the date hereof and prior to Closing in accordance with Section 6.3 and (vi) as of the date of this Agreement and as of Closing, Liabilities as reflected, reserved against or otherwise under any Contracts which are disclosed in the Financial StatementsSeller Disclosure Letter or in the SEC Reports. (b) Section 4.8 of The Ameri Companies have no outstanding Indebtedness. Seller shall be responsible for all Transaction Expenses incurred by Seller and the Enbridge Entities Disclosure Letter describes all outstanding Third Party Indebtedness of Ameri Companies in connection with the Contributed Entities as of the date of this Agreement. (c) Section 4.8 of the Enbridge Entities Disclosure Letter sets forth the outstanding letters of credit posted by the Enbridge Entities or any of their Affiliates with respect to any Contributed Entity as of the date of transactions contemplated under this Agreement, which will represent all such outstanding letters of credit at Closing except and the Ameri Companies shall have no liability for any such letters Transaction Expenses. Seller and the Ameri Companies have not incurred any liability or obligation for any Transaction Bonus (including any liability for any Taxes associated therewith) except as set forth in Section 3.8(b) of credit permitted the Seller Disclosure Letter, which identifies each party entitled to be arranged after receive a Transaction Bonus, the date hereof amount thereof and prior any liability for Taxes associated therewith. Prior to Closing the Closing, Seller shall pay or shall have caused each Ameri Company to pay and satisfy in accordance with Section 6.3full all liabilities and obligations arising out of or related to each Transaction Bonus, if any, including any liability for Taxes associated therewith.

Absence of Liabilities. (a) The Contributed Entities have Company has no Liabilities required by GAAP to be reflected in a combined balance sheet and no off-balance sheet arrangements, including Capital Lease Obligations but excluding all operating leases that are not Capital Lease Obligations, in each case, other than except (i) Liabilities that are accrued and reflected on the consolidated balance sheet of the Company as of the date of this Agreement and as of ClosingMxxxx 00, 0000, (xx) Liabilities that were incurred since December 31, 2014 in the ordinary course of business, (ii) as are listed on Schedule 3.8 of the date of this Agreement and as of Closing, Liabilities incurred in connection with this Agreement, the other Transaction Documents or the transactions contemplated herebyDisclosure Schedules, (iii) as Liabilities of less than $25,000 individually or $50,000 in the date of this Agreement, Liabilities aggregate that have been or will be discharged or paid in full prior to Closing, (iv) as of the date of this Agreement and as of Closing, Liabilities that would not, individually or arisen in the aggregateOrdinary Course of Business (other than liabilities for breach of any Contract or violation of any Law) since March 30, 2020 and (d) obligations to be material to the Contributed Entities taken as a whole, (v) as of Closing, Liabilities (including Third Party Indebtedness) incurred performed after the date hereof and prior to Closing in accordance with Section 6.3 and (vi) as of the date of this Agreement and as of Closing, Liabilities as reflected, reserved against or otherwise under any Contracts which are disclosed in the Financial StatementsDisclosure Schedules. All Liabilities of the Subsidiaries are included, and fully accounted for, in the balance sheet of the Company. (b) Section 4.8 The Company has no outstanding Indebtedness currently due and owing except for Closing Payment Indebtedness identified in the Funds Flow Statement to be satisfied (or assumed by Buyer) in full at Closing. Neither the Company nor Seller has any liability or obligation in respect of any Transaction Expense except for Transaction Expenses identified in the Funds Flow Statement to be satisfied in full at Closing. The Company has not incurred any liability or obligation for any Transaction Bonus (including any liability for any Taxes associated therewith) except as set forth in Schedule 3.8 of the Enbridge Entities Disclosure Letter describes all outstanding Third Party Indebtedness of the Contributed Entities as of the date of this Agreement. (c) Section 4.8 of the Enbridge Entities Disclosure Letter sets forth the outstanding letters of credit posted by the Enbridge Entities or any of their Affiliates with respect to any Contributed Entity as of the date of this AgreementSchedules, which will represent identifies each party entitled to receive a Transaction Bonus, the amount thereof and any liability for Taxes associated therewith. Prior to the Closing, the Seller have caused the Company to pay and satisfy in full all such outstanding letters liabilities and obligations arising out of credit at Closing except or related to each Transaction Bonus, if any, including any liability for any such letters of credit permitted to be arranged after the date hereof and prior to Closing in accordance with Section 6.3Taxes associated therewith.