Discharge of Business Obligations Sample Clauses
Discharge of Business Obligations. From and after the Closing Date, Seller shall pay and discharge, in accordance with past practice but not less than on a timely basis, all obligations and liabilities incurred prior to the Closing Date in respect of the Practice which are not assumed by Vision 21 pursuant to Section 1.6.
Discharge of Business Obligations. From and after the Closing Date, the Sellers shall pay and discharge in accordance with past practice, all obligations and liabilities incurred prior to the Closing Date in respect of the Business, its operations or the Assets (except for those expressly assumed by the Buyer hereunder), including without limitation any liabilities or obligations which constitute Retained Liabilities to employees, trade creditors and clients of the Business.
Discharge of Business Obligations. Following the Closing Date, Seller shall pay and discharge, in accordance with past practice but not less than on a timely basis, all obligations and liabilities incurred by Seller or Holdings prior to the Closing Date relating to the Business and the Assets, its operations or the assets and properties used therein (except for the Assumed Liabilities and except to the extent prorated pursuant to Section 1.5), including without limitation any liabilities or obligations to employees, trade creditors and customers of the Business. Seller and Purchaser shall each use their best efforts following the Closing to ensure a smooth transition of the Business to Holdings as controlled by Purchaser. Following the Closing Date, Purchaser shall pay and discharge, or cause Holdings to pay and discharge, not less than on a timely basis, all obligations and liabilities incurred on or after the Closing Date with respect to the Business or the Assets, and operations or the assets and properties used therein, including without limitation any such liabilities or obligations to trade creditors and customers. Notwithstanding the foregoing, with respect to accrued vacation and other similar employee expenses relating to Affected Employees, all such amounts up to but not to exceed $650,000, will be assumed by Purchaser at the Closing. Any such amounts ultimately not paid by Purchaser or Holdings within one year following Closing, up to $250,000, shall be accounted for and refunded to Seller.
Discharge of Business Obligations. Except with respect to the Assumed Liabilities, from and after the Closing, each of the Owner and the Seller shall pay and discharge, in accordance with past practice, all obligations and liabilities incurred prior to the Closing in respect of the Business, its operations or the assets and properties used therein, including any liabilities or obligations to Employees, any Governmental Authority and clients and customers of the Business.
Discharge of Business Obligations. From and after the Closing Date, Seller shall pay and discharge, in accordance with past practice but not other than on a timely basis, all obligations and liabilities incurred prior to the Closing Date in respect of the Business, its operation or the assets and properties used therein (except for those obligations and liabilities expressly assumed by Purchaser hereunder).
Discharge of Business Obligations. From and after the Closing Date, PSA and PSA SUB shall pay and discharge, in the Ordinary Course of Business, all obligations and liabilities incurred prior to the Closing Date in respect of the Business, its operations or the assets and properties used therein (except for those expressly assumed by Purchaser hereunder), including without limitation any liabilities or obligations to employees, trade creditors and clients of the Business.
Discharge of Business Obligations. Following the Closing Date, the Sellers shall pay and discharge, in accordance with past practice but not more than 30 days within receipt of an invoice, all obligations and liabilities incurred prior to the Closing Date relating to the Business and the Assets (except for those expressly assumed by Purchaser hereunder and except to the extent prorated pursuant to Section 1.5), including without limitation any liabilities or obligations to employees, trade creditors and clients of the Business. The Sellers, Seller Shareholders, Purchaser and DPS shall each use commercially reasonable efforts following the Closing to ensure a smooth transition of the Business to Purchaser.
Discharge of Business Obligations. From and after the Effective Time, Seller shall pay and discharge, in accordance with past practice but not less than on a timely basis, all liabilities incurred prior to the Effective Time in respect of the Hospital or the Acquired Assets, except for the Assumed Liabilities and liabilities being contested by Seller.
Discharge of Business Obligations. From and after the Closing Date, the Sellers shall pay and discharge, in accordance with past practice but not less than on a timely basis, all obligations and liabilities incurred prior to the Closing Date in respect of the Business, its operations or the assets and properties used therein (except for those expressly assumed by Purchasers hereunder), including without limitations any liabilities or obligations to employees, trade creditors and clients of the Business; provided, however, that Sellers shall retain the right to contest any such obligations and liabilities in good faith on a basis consistent with past practices.
Discharge of Business Obligations. Unless as so otherwise provided in this Agreement, from and after the Closing, Seller shall pay and discharge, in accordance with past practice but not less than on a timely basis, all obligations and liabilities incurred prior to the Closing (except for the Assumed Liabilities), including without limitation all accounts payable or other amounts owed to suppliers on account of the Specified Inventory. The Parties agree and acknowledge that any breach of this Section 6.5 or failure to perform in accordance with this Section may result in irreparable financial harm to Purchaser.