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 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.

Satisfaction of Indebtedness. Prior to the Effective Time, OSMC OSAL 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 OSAL 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 OSMCOSAL, including, but not limited to, liabilities arising under any Employee Benefit PlanPlan or accrued vacation or sick pay; (iii) any liability based upon or arising out of a violation of any laws by OSMCOSAL, 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 OSMCOSAL; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of OSMC OSAL or any Physician Owner, or any liability for the payment of any taxes imposed by law on OSMC OSAL arising from or by reason of the transactions contemplated by this Agreement. OSAL shall establish a reserve for income, excise or other taxes owed by OSAL through the Effective Time, including but not limited to any such taxes to be paid upon the collection of any cash basis accounts receivable existing on the books of OSAL at the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, OSMC HRKP 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 HRKP 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 OSMCHRKP, 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 OSMCHRKP, 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 OSMCHRKP; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of OSMC HRKP or any Physician Owner, or any liability for the payment of any taxes imposed by law on OSMC HRKP arising from or by reason of the transactions contemplated by this Agreement. In addition, the HRKP Stockholders shall cause to be filed on behalf of HRKP all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by HRKP for the tax period ended as of the Effective Time.