Common use of Purchase Price Assumption of Liabilities Clause in Contracts

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of Dentist, including, but not limited to, liabilities arising under any Dentist Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Dentist, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist reflected on the books of Dentist at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of Dentist, any licensed professional employee or independent contractor of Dentist, (vi) any liability for the payment of any taxes of Dentist, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Dentist.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist Contributor contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist Contributor the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist Contributor listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of DentistContributor, including, but not limited to, liabilities arising under any Dentist Contributor Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Dentistany Shareholder or Contributor, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist Contributor reflected on the books of Dentist Contributor at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of DentistContributor, any licensed professional employee or independent contractor of DentistContributor or any Shareholder, (vi) any liability for the payment of any taxes of DentistContributor or any Shareholder, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against DentistContributor or any Shareholder.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of Dentist, including, but not limited to, liabilities arising under any Dentist Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-of- trade laws by Dentist, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist reflected on the books of Dentist at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of Dentist, any licensed professional employee or independent contractor of Dentist, (vi) any liability for the payment of any taxes of Dentist, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Dentist.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of Dentist, including, but not limited to, liabilities arising under any Dentist Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Dentist, including, without limiting the generality of the foregoing, any such antitrust liability Dentist which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist reflected on the books of Dentist at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of Dentist, any licensed professional employee or independent contractor of Dentist, (vi) any liability for the payment of any taxes of Dentist, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Dentist.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist Contributor contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist Contributor the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist Contributor listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of DentistContributor, including, but not limited to, liabilities arising under any Dentist Contributor Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by DentistContributor or any Partner, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist Contributor reflected on the books of Dentist Contributor at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of DentistContributor, any licensed professional employee or independent contractor of DentistContributor or any Partner, (vi) any liability for the payment of any taxes of DentistContributor or any Partner, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against DentistContributor or any Partner.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist Contributor contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist Contributor the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and., (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist Contributor listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of DentistContributor, including, but not limited to, liabilities arising under any Dentist Contributor Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Dentistany Shareholder or Contributor, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist Contributor reflected on the books of Dentist Contributor at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of DentistContributor, any licensed professional employee or independent contractor of DentistContributor or any Shareholder, (vi) any liability for the payment of any taxes of DentistContributor or any Shareholder, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against DentistContributor or any Shareholder.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. default (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of Dentist, including, but not limited to, liabilities arising under any Dentist Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Dentist, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist reflected on the books of Dentist at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of Dentist, any licensed professional employee or independent contractor of Dentist, (vi) any liability for the payment of any taxes of Dentist, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Dentist.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist Contributor contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist Contributor the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist Contributor listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of DentistContributor, including, but not limited to, liabilities arising under any Dentist Contributor Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Dentist, including, without limiting the generality of the foregoing, any such antitrust liability Shareholder or Contributor which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist Contributor reflected on the books of Dentist Contributor at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of DentistContributor, any licensed professional employee or independent contractor of DentistContributor or any Shareholder, (vi) any liability for the payment of any taxes of DentistContributor or any Shareholder, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against DentistContributor or any Shareholder.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of Dentist, including, but not limited to, liabilities arising under any Dentist Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Dentist, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist reflected on the books of Dentist at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of Dentist, any licensed professional employee or independent contractor of Dentist, (vi) any liability for the payment of any taxes of Dentist, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Dentist.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist Contributors contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist Contributors the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist Contributors listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of DentistContributors, including, but not limited to, liabilities arising under any Dentist Contributor Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by DentistShareholder or Contributors, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist Contributors reflected on the books of Dentist Contributors at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of DentistContributors, any licensed professional employee or independent contractor of DentistContributors or Shareholder, (vi) any liability for the payment of any taxes of DentistContributors or Shareholder, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against DentistContributors or Shareholder.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist listed on EXHIBIT 1.3(b1.3(B) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of Dentist, including, but not limited to, liabilities arising under any Dentist Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Dentist, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist reflected on the books of Dentist at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of Dentist, any licensed professional employee or independent contractor of Dentist, (vi) any liability for the payment of any taxes of Dentist, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Dentist.