Common use of Creditor List and Payoff Letters Clause in Contracts

Creditor List and Payoff Letters. Seller represents and warrants that a complete and accurate list of all secured creditors which have or may have any interest in the Assets is attached hereto as Schedule 3(c), and that such list contains all of the names, addresses, as well as the amount owed, and the name of any persons who may assert claims even though the claim may be disputed. On or before the Date of Inventory, as a condition precedent to Buyer’s obligation to close hereunder, Buyer shall have received from Seller an updated creditor list and evidence of the release of all liens, security interests and other encumbrances encumbering any of the Assets, in form and substance satisfactory to Buyer in its sole discretion, including, without limitation, any UCC-3 Termination Statements, pay-off letters or similar documents required by Buyer, but excluding any UCC-1s filed by drug wholesalers with active drug supply contracts, provided that Seller shall provide evidence of zero balances owed on all of such contracts at the Closing and will cancel such contracts as of the Closing. Notwithstanding anything herein to the contrary, payment of the Purchase Price shall be paid to the Seller or, at Xxxxx’s option, paid directly to Seller’s secured creditors in the amounts set forth in the Closing Statement. Seller represents, warrants and covenants that, as of the Closing, and following such payments, Seller's creditors will be paid in full and all of the Assets shall be free and clear of any and all security interests, liens and other encumbrances, including, without limitation, those set forth on Schedule 3(c). Should Seller, for whatever reason, fail to pay its creditors and should said creditors then proceed in any manner against Buyer and/or the Assets, and should Buyer suffer any loss as a result of the actions of Seller's creditors, then Buyer shall have, without limiting any other remedies available to it hereunder, at law or in equity, the right to deduct any such losses directly from the payments to be made to Seller or Member according to the terms of this Agreement or any agreement entered into in connection herewith, including, without limitation, sums payable under Section 7(b) hereof.

Creditor List and Payoff Letters. Seller represents and warrants that a complete and accurate list of all secured creditors which have or may have any interest in the Assets is attached hereto as Schedule 3(c), and that such list contains all of the names, addresses, as well as the amount owed, and the name of any persons who may assert claims even though the claim may be disputed. On or before the Date of Inventory, as a condition precedent to BuyerXxxxx’s obligation to close hereunder, Buyer Xxxxx shall have received from Seller an updated creditor list and evidence of the release of all liens, security interests and other encumbrances encumbering any of the Assets, in form and substance satisfactory to Buyer in its sole discretion, including, without limitation, any UCC-3 Termination Statements, pay-off letters or similar documents required by Buyer, but excluding any UCC-1s filed by drug wholesalers with active drug supply contracts, provided that Seller shall provide evidence of zero balances owed on all of such contracts at the Closing and will cancel such contracts as of the Closing. Notwithstanding anything herein to the contrary, payment of the Purchase Price shall be paid to the Seller or, at XxxxxBuyer’s option, paid directly to Seller’s secured creditors in the amounts set forth in the Closing Statementcreditors. Seller represents, warrants and covenants that, as of the Closing, and following such payments, Seller's creditors will be paid in full and all of the Assets shall be free and clear of any and all security interests, liens and other encumbrances, including, without limitation, those set forth on Schedule 3(c). Should Seller, for whatever reason, fail to pay its creditors and should said creditors then proceed in any manner against Buyer and/or the Assets, and should Buyer suffer any loss as a result of the actions of Seller's creditors, then Buyer shall have, without limiting any other remedies available to it hereunder, at law or in equity, the right to deduct any such losses directly from the payments to be made to Seller or Member according to the terms of this Agreement or any agreement entered into in connection herewith, including, without limitation, sums payable under Section 7(b) hereof.

Creditor List and Payoff Letters. Seller represents and warrants that a complete and accurate list of all secured creditors which have or may have any interest in the Assets is attached hereto as Schedule 3(c), and that such list contains the names of all of such secured creditors (including, without limitation, the names, addresses, as well as the amount owed, and the name names of any persons who may assert claims against the Assets even though the claim claim(s) may be disputed). On or before the initial Date of Inventory, as a condition precedent to BuyerXxxxx’s obligation to close hereunder, Buyer Xxxxx shall have received from Seller an updated creditor list and evidence of the release of all liens, security interests and other encumbrances encumbering any of the Assets, in form and substance satisfactory to Buyer in its sole discretion, including, without limitation, any UCC-3 Termination StatementsStatements or Amendments, pay-off letters or similar documents required by Buyer, but excluding any UCC-1s filed by drug wholesalers with active drug supply contracts, provided that Seller shall provide evidence of zero balances owed on all of such contracts at the Closing and will cancel such contracts as of the Closing. Notwithstanding anything herein to the contrary, payment of the Purchase Price shall be paid to the Seller or, at XxxxxBuyer’s option, paid directly to Seller’s secured creditors in the amounts set forth in the Closing Statementcreditors. Seller represents, warrants and covenants that, as of the Closing, and following such payments, Seller's creditors will be paid in full and all of the Assets shall be free and clear of any and all security interests, liens and other encumbrances, including, without limitation, those set forth on Schedule 3(c). Should Seller, for whatever reason, fail to pay its creditors and should said creditors then proceed in any manner against Buyer and/or the Assets, and should Buyer suffer any loss as a result of the actions of Seller's creditors, then Buyer shall have, without limiting any other remedies available to it hereunder, at law or in equity, the right to deduct any such losses directly from the Holdback Amount or any payments to be made to Seller or Member Equity Holder according to the terms of this Agreement or any agreement entered into in connection herewith, including, without limitation, sums payable under Section 7(b) hereof.

Creditor List and Payoff Letters. Seller represents and warrants that a complete and accurate list of all secured creditors which have or may reasonably be expected to have any interest in the Assets is attached hereto as Schedule 3(c), and that such list contains all of the names, addresses, as well as an estimate of the amount owed, and the name of any persons who may reasonably be expected to assert claims against the Assets even though the claim may be disputed. On or before the Date of Inventory, as a condition precedent to Buyer’s obligation to close hereunder, Buyer shall have received from Seller an updated creditor list and evidence of the release (or agreement to release upon receipt of payment) of all liens, security interests and other encumbrances encumbering any of the Assets, in form and substance satisfactory to Buyer in its sole reasonable discretion, including, without limitation, any UCC-3 Termination Statements, pay-off letters or similar documents reasonably required by Buyer, but excluding including, with respect to any UCC-1s filed by drug wholesalers with active drug supply contractscreditors that require a payment to release their liens, provided that Seller shall provide evidence of zero balances owed on all of an executed W-9 and wire instructions for such contracts at the Closing and will cancel such contracts as of the Closingcreditor (“Lien Release Documentation”). Notwithstanding anything herein to the contrary, payment of the Purchase Price shall be paid to the Seller or, at XxxxxBuyer’s option, paid directly to Seller’s secured creditors in the amounts set forth in the Closing Statementcreditors, as applicable. Seller represents, warrants and covenants that, that as of the Closing, and following such payments, Seller's ’s creditors will be paid in full and all of the Assets shall be free and clear of any and all security interests, liens and other encumbrances, including, without limitation, those set forth on Schedule 3(c). Should Seller, for whatever reason, fail to pay its creditors and should said creditors then proceed in any manner against Buyer and/or the Assets, and should Buyer suffer any loss as a result of the actions of Seller's creditors, then Buyer shall have, without limiting any other remedies available to it hereunder, at law or in equity, the right to deduct any such losses directly from the payments to be made to Seller or Member according to the terms of this Agreement or any agreement entered into in connection herewith, including, without limitation, sums payable under Section 7(b) hereof.