OSAL definition
Examples of OSAL in a sentence
The OSAL Stockholders shall cause to be filed all final tax returns for OSAL and shall pay any and all taxes owed or accrued up to and through the Effective Time.
All accounts receivable, unbilled invoices and other debts due or recorded in the respective records and books of account of BJCL, as being due to BJCL, (i) are valid, existing and to the best Knowledge of the OSAL Stockholders are collectible (ii) have arisen in the Ordinary Course of Business, and (iii) none of such accounts receivable or other debts is or will at the Closing Date be subject to any counterclaim or set-off except to the extent of any such provision or reserve.
This Agreement constitutes the valid and legally binding obligation of OSAL and the OSAL Stockholders, enforceable in accordance with its terms and conditions.
OSAL is lawfully operated in accordance with the requirements of all Applicable Laws and has all necessary authorizations for the use and operation of a medical practice, all of which are in full force and effect.
In the event that SCN determines that an amount is to be so offset, as a condition precedent to such right of setoff, SCN shall give the OSAL Stockholders written notice of the amount of such proposed setoff and the basis therefor within thirty (30) days after the date on which such amount is finally determined.
Section 3(l) of the Disclosure Schedule contains a complete, true and correct list of those assets which are material to the business or operations of OSAL (the "Practice Assets").
There are no outstanding powers of attorney executed by OSAL, except as may be contained in financing documents or security agreements listed in Section 3(i) of the Disclosure Schedule.
OSAL has delivered or given SCN access to a correct and complete copy of each written agreement listed in Section 3(i) of the Disclosure Schedule (as amended through the Closing Date) and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 3(i) of the Disclosure Schedule.
All of the issued and outstanding OSAL Shares have been duly authorized and are validly issued, fully paid, and nonassessable.
Full payment has been made of all amounts which OSAL is required, under applicable law or under any Employee Benefit Plan or any agreement relating to any Employee Benefit Plan to which OSAL is a party, to have paid as contributions thereto as of the last day of the most recent plan year of such Employee Benefit Plan ended prior to the date hereof.