Common use of WAIVER OF BULK TRANSFER COMPLIANCE Clause in Contracts

WAIVER OF BULK TRANSFER COMPLIANCE. Pentegra, Shareholders and Company hereby waive any compliance with the applicable state Bulk Transfers Act, if any. Company and Shareholders covenant and agree that all of the creditors with respect to the Business and the Assets will be paid in full by Company prior to the Closing Date, except to extent that any liability to such creditors is assumed by Pentegra pursuant to this Agreement. If required by Pentegra, Company and Shareholders shall furnish Pentegra with proof of payment of all creditors with respect to the Business and the Assets. Notwithstanding the foregoing, Company and Shareholders may dispute the validity or amount of any such creditor's claim without being deemed to be in violation of this SECTION 4.11, provided that such dispute is in good faith and does not unreasonably delay the resolution of the claim and provided, further that Company and Shareholders agree to indemnify and bond Pentegra for such amounts as is satisfactory to Pentegra.

WAIVER OF BULK TRANSFER COMPLIANCE. Pentegra, Shareholders and Company Contributor hereby waive any compliance with the applicable state Bulk Transfers Act, if any. Company Contributor and Shareholders covenant and agree that all of the creditors with respect to the Business and the Assets will be paid in full by Company Contributor prior to the Closing Date, except to extent that any liability to such creditors is assumed by Pentegra pursuant to this Agreement. If required by Pentegra, Company Contributor and Shareholders shall furnish Pentegra with proof of payment of all creditors with respect to the Business and the Assets. Notwithstanding the foregoing, Company Contributor and Shareholders may dispute the validity or amount of any such creditor's claim without being deemed to be in violation of this SECTION 4.11, provided that such dispute is in good faith and does not unreasonably delay the resolution of the claim and provided, further that Company Contributor and Shareholders agree to indemnify and bond Pentegra for such amounts as is satisfactory to Pentegra.

WAIVER OF BULK TRANSFER COMPLIANCE. Pentegra, Shareholders and Company hereby waive any compliance with the applicable state Bulk Transfers Act, if any. Company and Shareholders covenant and agree that all of the creditors with respect to the Business and the Assets will be paid in full by Company prior to the Closing Date, except to extent that any liability to such creditors is assumed by Pentegra pursuant to this AgreementAgreement or as described in Exhibit 4.16. If required by Pentegra, Company and Shareholders shall furnish Pentegra with proof of payment of all creditors with respect to the Business and the Assets. Notwithstanding the foregoing, Company and Shareholders may dispute the validity or amount of any such creditor's claim without being deemed to be in violation of this SECTION 4.11, provided that such dispute is in good faith and does not unreasonably delay the resolution of the claim and provided, further that Company and Shareholders agree to indemnify and bond Pentegra for such amounts as is satisfactory to Pentegra.