Common use of WAIVER OF BULK TRANSFER COMPLIANCE Clause in Contracts

WAIVER OF BULK TRANSFER COMPLIANCE. Seller, the Shareholders and PSC hereby waive any compliance with the Georgia Bulk Transfers Act. Seller and the Shareholders jointly and severally represent, covenant and agree that all of the creditors with respect to the Business will be paid in full by the 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, the Seller and the Shareholders shall furnish PSC with proof of payment of all creditors with respect to the Business. Notwithstanding the foregoing, the Seller may dispute the amount of validity of any such creditor's claim without being deemed to be in violation of this Section 7.5, provided that such dispute is in good faith and does not unreasonably delay the resolution of the claim.

WAIVER OF BULK TRANSFER COMPLIANCE. Seller, the Shareholders and PSC hereby waive any compliance with the Georgia Alabama Bulk Transfers Act. Seller and the Shareholders jointly and severally represent, covenant and agree that all of the creditors with respect to the Business will be paid in full by the 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, the Seller and the Shareholders shall furnish PSC with proof of payment of all creditors with respect to the Business. Notwithstanding the foregoing, the Seller may dispute the amount of validity of any such creditor's claim without being deemed to be in violation of this Section 7.5, provided that such dispute is in good faith and does not unreasonably delay the resolution of the claim.

WAIVER OF BULK TRANSFER COMPLIANCE. Seller, the Shareholders Shareholder and PSC hereby waive any compliance with the Georgia Bulk Transfers Act. Seller and the Shareholders Shareholder jointly and severally represent, covenant and agree that all of the creditors with respect to the Business will be paid in full by the 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, the Seller and the Shareholders Shareholder shall furnish PSC with proof of payment of all creditors with respect to the Business. Notwithstanding the foregoing, the Seller may dispute the amount of validity of any such creditor's claim without being deemed to be in violation of this Section 7.5, provided that such dispute is in good faith and does not unreasonably delay the resolution of the claim.