Common use of Satisfaction of Indebtedness Clause in Contracts

Satisfaction of Indebtedness. Prior to the Effective Time, OSMC shall have caused the payoff of all liabilities owed to third-parties and all indebtedness owed to banks or other financial institutions or lenders or shall have caused the assumption thereof by a new entity organized by the OSMC Stockholders. Without limiting the generality of the foregoing, OSMC shall establish a reserve for income, excise or other taxes to be paid upon collection of any cash basis accounts receivable existing on the books of OSMC at the Effective Time. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of OSMC, including, but not limited to, liabilities arising under any Employee Benefit Plan; (iii) any liability based upon or arising out of a violation of any laws by OSMC, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by OSMC; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of OSMC or any Physician Owner, or any liability for the payment of any taxes imposed by law on OSMC arising from or by reason of the transactions contemplated by this Agreement.

Satisfaction of Indebtedness. Prior to the Effective Time, OSMC SNG shall have caused the payoff of all liabilities owed to third-parties (with the exception of thirty (30) days worth of trade payables, one (1) week of accrued vacation pay per employee, and one (1) week of accrued sick leave per employee, which shall be assumed by SCN) and all indebtedness owed to banks or other financial institutions or lenders or shall have caused the assumption thereof by a new entity organized by the OSMC SNG Stockholders. Without limiting the generality of the foregoing, OSMC shall establish a reserve for income, excise or other taxes to be paid upon collection of any cash basis accounts receivable existing on the books of OSMC at the Effective Time. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of OSMCSNG, including, but not limited to, liabilities arising under any Employee Benefit Plan; (iii) any liability based upon or arising out of a violation of any laws by OSMCSNG, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by OSMCSNG; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of OSMC SNG or any Physician Owner, or any liability for the payment of any taxes imposed by law on OSMC SNG arising from or by reason of the transactions contemplated by this Agreement. In addition, the SNG Stockholders shall cause to be filed on behalf of SNG all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by SNG for the tax period ended as of the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, OSMC OSL shall have caused the payoff of all liabilities owed to third-parties (with the exception of thirty (30) days worth of trade payables, one (1) week of accrued vacation pay per employee, and one (1) week of accrued sick leave per employee, which shall be assumed by SCN) and all indebtedness owed to banks or other financial institutions or lenders or shall have caused the assumption thereof by a new entity organized by the OSMC OSL Stockholders. Without limiting the generality of the foregoing, OSMC shall establish a reserve for income, excise or other taxes to be paid upon collection of any cash basis accounts receivable existing on the books of OSMC at the Effective Time. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of OSMCOSL, including, but not limited to, liabilities arising under any Employee Benefit Plan; (iii) any liability based upon or arising out of a violation of any laws by OSMCOSL, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by OSMCOSL; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of OSMC OSL or any Physician Owner, or any liability for the payment of any taxes imposed by law on OSMC OSL arising from or by reason of the transactions contemplated by this Agreement. In addition, the OSL Stockholders shall cause to be filed on behalf of OSL all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by OSL for the tax period ended as of the Effective Time.