WAIVER OF BULK TRANSFER COMPLIANCE. Pentegra and Dentist hereby waive any compliance with the applicable state Bulk Transfers Act, if any. Dentist covenants and agrees that all of the creditors with respect to the Business and the Assets will be paid in full by Dentist 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, Dentist shall furnish Pentegra with proof of payment of all creditors with respect to the Business and the Assets. Notwithstanding the foregoing, Dentist 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 Dentist agrees to indemnify and bond Pentegra for such amounts as is satisfactory to Pentegra.
Appears in 17 contracts
Samples: Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc)
WAIVER OF BULK TRANSFER COMPLIANCE. Pentegra and Dentist hereby waive any compliance with the applicable state Bulk Transfers Act, if any. Dentist covenants and agrees that all of the creditors with respect to the Business and the Assets will be paid in full by Dentist 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, Dentist shall furnish Pentegra with proof of payment of all creditors with respect to the Business and the Assets. Notwithstanding the foregoing, Dentist 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 Dentist agrees to indemnify and bond Pentegra for such amounts as is satisfactory to Pentegra.
Appears in 2 contracts
Samples: Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc)