Common use of No Liabilities Indebtedness Clause in Contracts

No Liabilities Indebtedness. (a) Except as set forth in Schedule 4.32(a), the Company has no Liabilities that would have been required to be reflected in, reserved against or otherwise described on the Financial Statements or in the notes thereto in accordance with GAAP (it being understood that the unaudited financial statements included therein are subject to normal year-end adjustments and lack footnotes otherwise required by GAAP), that (i) are not reflected on or reserved against in the Financial Statements or the notes thereto or (ii) were not incurred in the Ordinary Course of Business since the Balance Sheet Date. The Company is not, nor has ever been, a party to any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (b) Schedule 4.32(b) sets forth a complete and correct list of all Indebtedness (other than that arising under the Company Credit Facility or the ISDAs) of the Company as of the date of this Agreement, identifying the creditor, including name and address, and the type of instrument under which the Indebtedness is owed. With respect to each item of Indebtedness, the Company is not in default and no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by the Company under any item of Indebtedness. The Company has not received any written notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. The Company has not guaranteed and is not responsible or liable for any Indebtedness of any other Person. (c) To Seller’s Knowledge, no event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any Liability of the Company to any current, former, or alleged Equity Interest owner in such Person’s capacity (or alleged capacity) as an Equity Interest owner thereof. (d) To Seller’s Knowledge, no event has occurred that would reasonably be expected to result in any post-Effective Time Obligation of the Company to any third party for personal injury or death as a result of the ownership and/or operation of the Assets, except to the extent (i) disclosed on Schedule 4.32(a), (ii) reflected in, reserved against or otherwise described on the Financial Statements or (iii) that the amount owed will be covered by insurance maintained by the Company other than any deductible applicable to such insurance coverage. (e) Schedule 4.32(e) sets forth a complete and correct list of all capital expenditures of the Company since the Balance Sheet Date and prior to the date hereof exceeding $50,000 net to the Company’s interest, identifying in reasonable detail the Asset(s) to which each such capital expenditure applies.

No Liabilities Indebtedness. (ai) Except as set forth in disclosed on Schedule 4.32(a6.03(k)(i), the Company Laredo has no Liabilities that would have been required to be reflected inof any kind, reserved against whether accrued, absolute, fixed, contingent or otherwise described on the Financial Statements or otherwise, other than: (A) Liabilities included in the notes thereto in accordance with GAAP (it being understood that balances of the unaudited financial statements “liabilities” column of the balance sheet included therein are subject to normal year-end adjustments and lack footnotes otherwise required by GAAP), that (i) are not reflected on or reserved against in the Financial Statements or Laredo Unaudited April 30, 2011 Balance Sheet; and (B) Liabilities incurred subsequent to the notes thereto or (ii) were not incurred in Balance Sheet Date outside the Ordinary Course of Business since Business, which Liabilities referred to in clause (B) are in the Balance Sheet Dateaggregate in excess of $500,000. The Company Laredo is not, nor has ever been, a party to any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (bii) Schedule 4.32(b6.03(k)(ii) sets forth a complete and correct list of all Indebtedness (other than that arising under the Company Credit Facility or the ISDAs) of the Company Laredo in excess of $500,000 as of the date of this Agreement, identifying the creditor, including name and address, and the type of instrument under which the Indebtedness is owedowed and the amount of the Indebtedness as of the close of business on a date no more than five Business Days prior to the date of this Agreement. With respect to each item of Indebtedness, the Company Laredo is not in default and no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by the Company Laredo under any item of Indebtedness. The Company Laredo has not received any written notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. The Company Except as set forth on Schedule 6.03(k)(ii), Laredo has not guaranteed and or is not responsible or liable for any Indebtedness of any other Person. (ciii) To SellerNo event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any claim for indemnification, reimbursement, contribution, or the advancement of expenses by any Laredo Employee (other than a claim for reimbursement by Laredo, in the Ordinary Course of Business, of travel expenses or other out of pocket expenses of a routine nature incurred by a Laredo Employee in the course of performing such Laredo Employee’s Knowledge, no duties for Laredo) pursuant to: (A) the terms of the Organizational Documents of Laredo; (B) any indemnification agreement or other contract between Laredo and any such Laredo Employee; or (C) any applicable Law. (iv) No event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any Liability of the Company Laredo to any current, former, or alleged Equity Interest owner Unitholder in such Person’s capacity (or alleged capacity) as an Equity Interest owner thereofa Unitholder of Laredo. (d) To Seller’s Knowledge, no event has occurred that would reasonably be expected to result in any post-Effective Time Obligation of the Company to any third party for personal injury or death as a result of the ownership and/or operation of the Assets, except to the extent (i) disclosed on Schedule 4.32(a), (ii) reflected in, reserved against or otherwise described on the Financial Statements or (iii) that the amount owed will be covered by insurance maintained by the Company other than any deductible applicable to such insurance coverage. (ev) Schedule 4.32(e6.03(k)(v) sets forth a complete and correct list of all capital expenditures of the Company Laredo since the Balance Sheet Date and prior to the date hereof exceeding $50,000 net to that are not included in the Company’s interestLaredo Approved Budget, identifying in reasonable detail the Asset(s) Laredo Property to which each such capital expenditure applies. Except as set forth on Schedule 6.03(k)(v), Laredo has not signed any Third Party AFEs exceeding $150,000 net to Laredo’s interest, elected to be a non-consent co-owner with respect to any Third Party AFE or any applicable joint operating agreement or voluntary pooling agreement, or otherwise submitted to or been bound by a pooling order, in each case since the Balance Sheet Date. (vi) Except as set forth on Schedule 6.03(k)(vi) and Permitted Encumbrances, there are no Liens on any of the Laredo Assets, the Existing Laredo Preferred Units or otherwise upon Laredo.

No Liabilities Indebtedness. (a) Except as set forth in Schedule 4.32(a), at Closing the Company has will have no Liabilities that would have been required to be reflected in, reserved against or otherwise described on the Financial Statements or in the notes thereto in accordance with GAAP (it being understood that the unaudited financial statements included therein are subject to normal year-end adjustments and lack footnotes otherwise required by GAAP), that (i) are not reflected on or reserved against in the Financial Statements or the notes thereto or (ii) were not incurred in the Ordinary Course of Business since the Balance Sheet Date. The Company is not, nor has ever been, a party to any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (b) Schedule 4.32(b) sets forth a complete and correct list of all Indebtedness (other than that arising under the Company Seller Credit Facility or the ISDAs) of the Company Entities as of the date of this Agreement, identifying the creditor, including name and address, and the type of instrument under which the Indebtedness is owed. With respect to each item of Indebtedness, the Company is Seller and Propel Sub are not in default and no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by the Company Seller and Propel Sub under any item of Indebtedness. The Company has Seller and Propel Sub have not received any written notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. The No Company Entity has not guaranteed and or is not responsible or liable for any Indebtedness of any other PersonPerson (other than another Company Entity). (c) To Seller’s Knowledge, no event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any Liability of Seller or the Company Entities to any current, former, or alleged Equity Interest owner in such Person’s capacity (or alleged capacity) as an Equity Interest owner thereof. (d) To Seller’s Knowledge, no event has occurred that would reasonably be expected to result in any post-Effective Time Obligation of the any Company Entity to any third party for personal injury or death as a result of the ownership and/or operation of the Assets, except to the extent (i) disclosed on Schedule 4.32(a), (ii) reflected in, reserved against or otherwise described on the Financial Statements or (iii) that the amount owed will be covered by insurance maintained by the Company other than any deductible applicable to such insurance coverage. (e) Schedule 4.32(e) sets forth a complete and correct list of all capital expenditures of the Company Seller and Propel Sub since the Balance Sheet Date and prior to the date hereof exceeding $50,000 net to the CompanySeller’s and Propel Sub’s interest, identifying in reasonable detail the Asset(s) to which each such capital expenditure applies.

No Liabilities Indebtedness. (ai) Except as set forth in disclosed on Schedule 4.32(a6.02(j)(i), the Company has no Liabilities that would have been required to be reflected inof any kind, reserved against whether accrued, absolute, fixed, contingent or otherwise described on the Financial Statements or otherwise, other than: (A) Liabilities included in the notes thereto in accordance with GAAP (it being understood that balances of the unaudited financial statements “liabilities” column of the balance sheet included therein are subject to normal year-end adjustments and lack footnotes otherwise required by GAAP), that (i) are not reflected on or reserved against in the Financial Statements or Company Unaudited April 30, 2011 Balance Sheet; and (B) Liabilities incurred subsequent to the notes thereto or (ii) were not incurred in Balance Sheet Date outside the Ordinary Course of Business since Business, which Liabilities referred to in clause (B) are in the Balance Sheet Dateaggregate in excess of $500,000. The Company is not, nor has ever been, a party to any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (bii) Schedule 4.32(b6.02(j)(ii) sets forth a complete and correct list of all Indebtedness (other than that arising under the Company Credit Facility or the ISDAs) of the Company in excess of $500,000 as of the date of this Agreement, identifying the creditor, including name and address, and the type of instrument under which the Indebtedness is owedowed and the amount of the Indebtedness as of the close of business on a date no more than five Business Days prior to the date of this Agreement. With respect to each item of Indebtedness, the Company is not in default and no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by the Company under any item of Indebtedness. The Company has not received any written notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. The Company has not guaranteed and or is not responsible or liable for any Indebtedness of any other Person. (ciii) To SellerNo event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any claim for indemnification, reimbursement, contribution, or the advancement of expenses by any Company Employee (other than a claim for reimbursement by the Company, in the Ordinary Course of Business, of travel expenses or other out of pocket expenses of a routine nature incurred by a Company Employee in the course of performing such Company Employee’s Knowledge, no duties for the Company) pursuant to: (A) the terms of the Organizational Documents of the Company; (B) any indemnification agreement or other contract between the Company and any such Company Employee; or (C) any applicable Law. (iv) No event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any Liability of the Company to any current, former, or alleged Equity Interest owner Stockholder in such Person’s capacity (or alleged capacity) as an Equity Interest owner thereofa Stockholder of the Company. (d) To Seller’s Knowledge, no event has occurred that would reasonably be expected to result in any post-Effective Time Obligation of the Company to any third party for personal injury or death as a result of the ownership and/or operation of the Assets, except to the extent (i) disclosed on Schedule 4.32(a), (ii) reflected in, reserved against or otherwise described on the Financial Statements or (iii) that the amount owed will be covered by insurance maintained by the Company other than any deductible applicable to such insurance coverage. (ev) Schedule 4.32(e6.02(j)(v) sets forth a complete and correct list of all capital expenditures of the Company since the Balance Sheet Date and prior to the date hereof that are not included in the Company Approved Budget, identifying in reasonable detail the Company Property to which such capital expenditure applies. Except as set forth on Schedule 6.02(j)(v), the Company has not signed any Third Party AFEs or any internal AFEs that are not included in the Company Approved Budget exceeding $50,000 150,000 net to the Company’s interest, identifying elected to be a non-consent co-owner with respect to any Third Party AFE, any internal AFE that is not included in reasonable detail the Asset(sCompany Approved Budget or any applicable joint operating agreement or voluntary pooling agreement, or otherwise submitted to or been bound by a pooling order, in each case since the Balance Sheet Date. (vi) to which each such capital expenditure appliesExcept as set forth on Schedule 6.02(j)(vi) and Permitted Encumbrances, there are no Liens on any of the Company Assets, the Owned Company Stock or otherwise upon the Company.

No Liabilities Indebtedness. (a) Except as set forth in Schedule 4.32(a), the Company has no Liabilities that would have been required to be reflected in, reserved against or otherwise described on the Financial Statements or in the notes thereto in accordance with GAAP (it being understood that the unaudited financial statements included therein are subject to normal year-end adjustments and lack footnotes otherwise required by GAAP), that (i) are not reflected on or reserved against in the Financial Statements or the notes thereto or (ii) were not incurred in the Ordinary Course of Business since the Balance Sheet Date. The Company is not, nor has ever been, a party to any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (b) Schedule 4.32(b) sets forth a complete and correct list of all Indebtedness (other than that arising under the Company Credit Facility or the ISDAs) of the Company as of the date of this Agreement, identifying the creditor, including name and address, and the type of instrument under which the Indebtedness is owed. With respect to each item of Indebtedness, the Company is not in default and no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by the Company under any item of Indebtedness. The Company has not received any written notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. The Company has not guaranteed and is not responsible or liable for any Indebtedness of any other Person. (c) To Seller’s Knowledge, no event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any Liability of the Company to any current, former, or alleged Equity Interest owner in such Person’s capacity (or alleged capacity) as an Equity Interest owner thereof. (d) To Seller’s Knowledge, no event has occurred that would reasonably be expected to result in any post-Effective Time Obligation of the Company to any third party for personal injury or death as a result of the ownership and/or operation of the Assets, except to the extent extent (i) disclosed on Schedule 4.32(a), (ii) reflected in, reserved against or otherwise described on the Financial Statements or (iii) that the amount owed will be covered by insurance maintained by the Company other than any deductible applicable to such insurance coverage. (e) Schedule 4.32(e) sets forth a complete and correct list of all capital expenditures of the Company since the Balance Sheet Date and prior to the date hereof exceeding $50,000 net to the Company’s interest, identifying in reasonable detail the Asset(s) to which each such capital expenditure applies.

No Liabilities Indebtedness. (ai) Except as set forth in Schedule 4.32(a), the The Company has Entities have no Liabilities of any kind, whether accrued, absolute, fixed, contingent or otherwise, that would have been required to be reflected in, reserved against or otherwise described on the Financial Statements or in the notes thereto in accordance with GAAP (it being understood that the unaudited financial statements included therein are subject to normal year-end adjustments and lack footnotes otherwise required by GAAP), that (ia) are not reflected shown on or reserved against in the Financial Statements or the notes thereto or (iib) were not incurred in the Ordinary Course of Business since the Balance Sheet DateDate excluding costs and expenses incurred in connection with the transactions contemplated by this Agreement to the extent included in Section 9.02(b)(i). The No Company is notEntity is, nor has ever been, a party to any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-S K promulgated by the SEC). (bii) Schedule 4.32(b6.02(i)(ii) sets forth a complete and correct list of all Indebtedness (other than that arising under clauses (f) and (h) of the Company definition thereof to the extent applicable to the Existing Credit Facility or the ISDAs) of the Company Entities as of the date of this Agreement, identifying the creditor, creditor including name and address, and the type of instrument under which the Indebtedness is owed. With respect to each item of Indebtedness, the Company is Entities are not in default and no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by the Company Entities under any item of Indebtedness. The Company has Entities have not received any written notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. The No Company Entity has not guaranteed and or is not responsible or liable for any Indebtedness of any other PersonPerson (excluding another Company Entity). (ciii) To SellerNo event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any claim for indemnification, reimbursement, contribution, or the advancement of expenses by any Company Employee (other than a claim for reimbursement by the Company Entities, in the Ordinary Course of Business, of travel expenses or other out of pocket expenses of a routine nature incurred by a Company Employee in the course of performing such Company Employee’s Knowledge, no duties for the Company Entities) pursuant to: (A) the terms of the Organizational Documents of any Company Entity; (ii) any indemnification agreement or other contract between the Company Entities and any Company Employee; or (iii) any applicable Law. (iv) No event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any Liability of the Company Entities to any current, former, or alleged Equity Interest owner member in such Person’s capacity (or alleged capacity) as an Equity Interest owner thereofa member of the Company. (d) To Seller’s Knowledge, no event has occurred that would reasonably be expected to result in any post-Effective Time Obligation of the Company to any third party for personal injury or death as a result of the ownership and/or operation of the Assets, except to the extent (i) disclosed on Schedule 4.32(a), (ii) reflected in, reserved against or otherwise described on the Financial Statements or (iii) that the amount owed will be covered by insurance maintained by the Company other than any deductible applicable to such insurance coverage. (ev) Schedule 4.32(e6.02(i)(v) sets forth a complete and correct list of all capital expenditures of the Company Entities since the Balance Sheet Date and prior to the date hereof exceeding $50,000 150,000 net to the Company’s Company Entities’ interest, identifying in reasonable detail the Asset(s) Property to which each such capital expenditure applies. Except as set forth on Schedule 6.02(i)(v), no Company Entity has signed any authorizations for expenditures (collectively, “AFEs”) exceeding $150,000 net to the Company Entities’ interest, elected to be a non-consent co-owner with respect to any AFE or any applicable pooling orders, or otherwise executed a pooling order, in each case since the Balance Sheet Date. (vi) Except as set forth on Schedule 6.02(i)(vi) and except for Permitted Encumbrances, there are no Liens on any of the Assets, the Company Interests or otherwise upon any of the Company Entities.

No Liabilities Indebtedness. (a) Except as set forth in Schedule 4.32(a), at Closing the Company has will have no Liabilities that would have been required to be reflected in, reserved against or otherwise described on the Financial Statements or in the notes thereto in accordance with GAAP (it being understood that the unaudited financial statements included therein are subject to normal year-end adjustments and lack footnotes otherwise required by GAAP), that (i) are not reflected on or reserved against in the Financial Statements or the notes thereto or (ii) were not incurred in the Ordinary Course of Business since the Balance Sheet Date. The Company is not, nor has ever been, a party to any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (b) Schedule 4.32(b) sets forth a complete and correct list of all Indebtedness (other than that arising under the Company Seller Credit Facility or the ISDAs) of the Company Seller as of the date of this Agreement, identifying the creditor, including name and address, and the type of instrument under which the Indebtedness is owed. With respect to each item of Indebtedness, the Company Seller is not in default and no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by the Company Seller under any item of Indebtedness. The Company Seller has not received any written notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. The Company has not guaranteed and is not responsible or liable for any Indebtedness of any other Person. (c) To Seller’s Knowledge, no event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any Liability of Seller or the Company to any current, former, or alleged Equity Interest owner in such Person’s capacity (or alleged capacity) as an Equity Interest owner thereof. (d) To Seller’s Knowledge, no event has occurred that would reasonably be expected to result in any post-Effective Time Obligation of the Company to any third party for personal injury or death as a result of the ownership and/or operation of the Assets, except to the extent (i) disclosed on Schedule 4.32(a), (ii) reflected in, reserved against or otherwise described on the Financial Statements or (iii) that the amount owed will be covered by insurance maintained by the Company other than any deductible applicable to such insurance coverage. (e) Schedule 4.32(e) sets forth a complete and correct list of all capital expenditures of the Company Seller since the Balance Sheet Date and prior to the date hereof exceeding $50,000 net to the CompanySeller’s interest, identifying in reasonable detail the Asset(s) to which each such capital expenditure applies.

No Liabilities Indebtedness. (a) Except as set forth in Schedule 4.32(a), the Company has Entities have no Liabilities that would have been required to be reflected in, reserved against or otherwise described on the Financial Statements or in the notes thereto in accordance with GAAP (it being understood that the unaudited financial statements included therein are subject to normal year-end adjustments and lack footnotes otherwise required by GAAP), that (i) are not reflected on or reserved against in the Financial Statements or the notes thereto or (ii) were not incurred in the Ordinary Course of Business since the Balance Sheet Date. The No Company is notEntity is, nor or has ever been, a party to any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (b) Schedule 4.32(b) sets forth a complete and correct list of all Indebtedness (other than that arising under the Company Credit Facility or the ISDAs) of the Company Entities as of the date of this Agreement, identifying the creditor, including name and address, and the type of instrument under which the Indebtedness is owed. With respect to each item of Indebtedness, the Company is Entities are not in default and no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by the Company Entities under any item of Indebtedness. The Company has Entities have not received any written notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. The No Company Entity has not guaranteed and or is not responsible or liable for any Indebtedness of any other PersonPerson (other than another Company Entity). (c) No event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any claim for indemnification, reimbursement, contribution, or the advancement of expenses by any Company Employee (other than a claim for reimbursement by the Company Entities, in the Ordinary Course of Business, of travel expenses or other out of pocket expenses of a routine nature incurred by a Company Employee in the course of performing such Company Employee’s duties for the Company Entities) pursuant to: (A) the terms of the Organizational Documents of any Company Entity; (ii) to Seller’s Knowledge, any indemnification agreement or other contract between the Company Entities and any Company Employee; or (iii) any applicable Law. (d) To Seller’s Knowledge, no event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any Liability of the Company Entities to any current, former, or alleged Equity Interest owner in such Person’s capacity (or alleged capacity) as an Equity Interest owner thereof. (de) To Seller’s Knowledge, no event has occurred that would reasonably be expected to result in any post-Effective Time Obligation of the any Company Entity to any third party for personal injury or death as a result of the ownership and/or operation of the Assets, except to the extent (i) disclosed on Schedule 4.32(a), (ii) reflected in, reserved against or otherwise described on the Financial Statements or (iii) that the amount owed will be covered by insurance maintained by the any Company Entity other than any deductible applicable to such insurance coverage. (ef) Schedule 4.32(e4.32(f) sets forth a complete and correct list of all capital expenditures of the Company Entities since the Balance Sheet Date and prior to the date hereof exceeding $50,000 150,000 net to the Company’s Company Entities’ interest, identifying in reasonable detail the Asset(s) to which each such capital expenditure applies.