Common use of Creditors’ Claims Clause in Contracts

Creditors’ Claims. Seller and Shareholders represent, covenant and agree that all of the creditors with respect to the Business will be paid in full by Seller prior to the Closing Date, or within such other period as is normally permitted by such creditors in the ordinary course of business, except to the extent that any liability to such creditors is assumed by PSC pursuant to this Agreement. If required by PSC, Seller and Shareholders shall furnish PSC with proof of payment of all creditors with respect to the Assets. Notwithstanding the foregoing, Seller may dispute the amount or validity of any such creditor's claim without being deemed to be in violation of this Section 7.3, provided that such dispute is in good faith.

Appears in 4 contracts

Samples: Asset Acquisition Agreement (Physicians Specialty Corp), Asset Acquisition Agreement (Physicians Specialty Corp), Asset Acquisition Agreement (Physicians Specialty Corp)

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Creditors’ Claims. Seller and Shareholders Shareholder represent, covenant and agree that all of the creditors with respect to the Business will be paid in full by Seller prior to the Closing Date, or within such other period as is normally permitted by such creditors in the ordinary course of business, except to the extent that any liability to such creditors is assumed by PSC pursuant to this Agreement. If required by PSC, Seller and Shareholders Shareholder shall furnish PSC with proof of payment of all creditors with respect to the Assets. Notwithstanding the foregoing, Seller may dispute the amount or validity of any such creditor's claim without being deemed to be in violation of this Section 7.3, provided that such dispute is in good faith.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Physicians Specialty Corp)

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Creditors’ Claims. Seller and Shareholders jointly and severally represent, covenant and agree that all of the creditors with respect to the Business will be paid in full by Seller prior to the Closing Date, or by Seller within such other period as is normally permitted by such creditors in the ordinary course of business, except to the extent that of any liability to such creditors is contractual liabilities assumed by PSC pursuant to this Agreementunder Section 1.3(b). If required by PSC, Seller and Shareholders shall furnish PSC with proof of payment of all creditors with respect to the Assetsof Seller. Notwithstanding the foregoing, Seller may dispute the amount or validity of any such creditor's claim without being deemed to be in violation of this Section 7.3, provided that such dispute is in good faithfaith and does not unreasonably delay the resolution of the claim.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Physicians Speciality Corp)

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