Clinic Assets definition
Examples of Clinic Assets in a sentence
The Clinic Assets constitute, in the aggregate, all of the property necessary for the conduct of the Practice in the manner and at the utilization levels at which the Practice is currently being conducted.
StarCare has, and on the Effective Date shall have, good, marketable and valid title to the Clinic Assets, free and clear of all liens, claims or encumbrances (“Liens”) except as set forth on Schedule 2.4 hereto.
Notwithstanding the foregoing, a sale by Buyer exclusively of all or any portion of the assets of the worker’s compensation portion of the Clinic Assets, shall not be a Covered Sale hereunder.
Except as set forth in Section 4.10 of the Disclosure Schedule, upon consummation of the transactions contemplated by this Agreement, the Company will continue to have valid title to the Clinic Assets, free and clear of liens, encumbrances, claims and restrictions of every kind other than the Permitted Liens.
The PTO Note shall be secured by all of the Clinic Assets by means of the Security Agreement, and shall be guaranteed by the personal guarantee of the Shareholders in the form of the Guaranty attached hereto as Exhibit “G” (the “PTO Guaranty”).
The Purchase Price Note shall be secured by all of the Clinic Assets, as evidenced by a Security Agreement in the form attached hereto as Exhibit “B” (the “Security Agreement”), and shall be guaranteed by the personal guarantee of the Shareholders, as evidenced by a Guaranty in the form attached hereto as Exhibit “C” (the “Purchase Price Guaranty”).
The Company has good title to all of the Clinic Assets free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of every kind, nature and description whatsoever, except those set forth in Section 4.10 of the Disclosure Schedule (all of which, except for the lien(s) to be released at or prior to the Closing as specifically listed in Section 4.10 of the Disclosure Schedule), are referred to herein as the “Permitted Liens”).