Common use of Satisfaction of Indebtedness Clause in Contracts

Satisfaction of Indebtedness. Prior to the Effective Time, 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 HRKP Stockholders. 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 HRKP, 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 HRKP, 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 HRKP; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of HRKP or any Physician Owner, or any liability for the payment of any taxes imposed by law on 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.

Satisfaction of Indebtedness. Prior to the Effective Time, HRKP BJCL 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 HRKP StockholdersBJCL Stockholder. 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 HRKPBJCL, 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 HRKPBJCL, 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 HRKPBJCL; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of HRKP BJCL or any Physician Owner, or any liability for the payment of any taxes imposed by law on HRKP BJCL arising from or by reason of the transactions contemplated by this Agreement. In additionBJCL shall establish a reserve for income, excise or other taxes owed by BJCL through the HRKP Stockholders shall cause Effective Time, including but not limited to any such taxes to be filed paid upon the collection of any cash basis accounts receivable existing on behalf the books 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 BJCL at the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, HRKP OSAL 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 HRKP OSAL Stockholders. 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 HRKPOSAL, 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 HRKPOSAL, 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 HRKPOSAL; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of HRKP OSAL or any Physician Owner, or any liability for the payment of any taxes imposed by law on HRKP OSAL arising from or by reason of the transactions contemplated by this Agreement. In additionOSAL shall establish a reserve for income, excise or other taxes owed by OSAL through the HRKP Stockholders shall cause Effective Time, including but not limited to any such taxes to be filed paid upon the collection of any cash basis accounts receivable existing on behalf the books 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 OSAL at the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, HRKP MAOS shall have caused the payoff of all liabilities owed to third-parties (with the exception of trade payables due for less than 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 SCNdays) and all indebtedness owed to banks or other financial institutions or lenders (with the exception of furniture and equipment related indebtedness owed to Farmers and Merchants Bank) or shall have caused the assumption thereof by a new entity organized by the HRKP MAOS Stockholders. 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 HRKPMAOS, 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 HRKPMAOS, 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 HRKPMAOS; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of HRKP MAOS or any Physician Owner, or any liability for the payment of any taxes imposed by law on HRKP MAOS arising from or by reason of the transactions contemplated by this Agreement. In addition, the HRKP MAOS Stockholders shall cause to be filed on behalf of HRKP MAOS all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by HRKP MAOS for the tax period ended as of the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, HRKP LOI 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 HRKP StockholdersLOI Stockholder. 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 HRKPLOI, 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 HRKPLOI, 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 HRKPLOI; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of HRKP LOI or any Physician Owner, or any liability for the payment of any taxes imposed by law on HRKP LOI arising from or by reason of the transactions contemplated by this Agreement. In additionLOI shall establish a reserve for income, excise or other taxes owed by LOI through the HRKP Stockholders shall cause Effective Time, including but not limited to any such taxes to be filed paid upon the collection of any cash basis accounts receivable existing on behalf the books 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 LOI at the Effective Time.