Common use of Absence of Undisclosed Liabilities; Indebtedness Clause in Contracts

Absence of Undisclosed Liabilities; Indebtedness. 3.1.8.1 Except as set forth in Schedule 3.1.8.1, the Seller does not have any debts, liabilities or obligations (absolute, accrued, contingent or otherwise) including, without limitation, any liability or obligation on account of Taxes or any governmental charges or penalty, interest or fines which are not fully reflected or reserved against in the Financial Statements, and the reserves reflected in the Financial Statements are adequate, appropriate and reasonable. 3.1.8.2 Schedule 3.1.8.2 sets forth (i) the amount of all outstanding Indebtedness of the Seller, (ii) any Lien with respect to such Indebtedness, and (iii) a list of each instrument or agreement governing such Indebtedness (true and correct copies of which have been provided to Buyer). No default exists with respect to or under any such Indebtedness or any instrument or agreement relating thereto. 3.1.8.3 None of the Owner nor the Owner Member (nor any affiliate thereof) has any claim (direct or indirect) against the Seller for which Buyer could have any liability or which might adversely affect Buyer’s title to or use of the Purchased Assets, whether arising under any contract or agreement (regardless of whether written or oral), Law, tort or otherwise.