Common use of Satisfaction of Indebtedness Clause in Contracts

Satisfaction of Indebtedness. Prior to the Effective Time, SNG shall have caused the payoff of all liabilities owed to third-parties (with the exception of thirty (30) days worth of trade payables, one (1) week of accrued vacation pay per employee, and one (1) week of accrued sick leave per employee, which shall be assumed by SCN) and all indebtedness owed to banks or other financial institutions or lenders or shall have caused the assumption thereof by a new entity organized by the SNG Stockholders. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of SNG, including, but not limited to, liabilities arising under any Employee Benefit Plan; (iii) any liability based upon or arising out of a violation of any laws by SNG, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by SNG; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of SNG or any Physician Owner, or any liability for the payment of any taxes imposed by law on SNG arising from or by reason of the transactions contemplated by this Agreement. In addition, the SNG Stockholders shall cause to be filed on behalf of SNG all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by SNG for the tax period ended as of the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, SNG MAOS shall have caused the payoff of all liabilities owed to third-parties (with the exception of trade payables due for less than thirty (30) days worth of trade payables, one (1) week of accrued vacation pay per employee, and one (1) week of accrued sick leave per employee, which shall be assumed by SCNdays) and all indebtedness owed to banks or other financial institutions or lenders (with the exception of furniture and equipment related indebtedness owed to Farmers and Merchants Bank) or shall have caused the assumption thereof by a new entity organized by the SNG MAOS Stockholders. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of SNGMAOS, including, but not limited to, liabilities arising under any Employee Benefit PlanPlan or accrued vacation or sick pay; (iii) any liability based upon or arising out of a violation of any laws by SNGMAOS, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by SNGMAOS; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of SNG MAOS or any Physician Owner, or any liability for the payment of any taxes imposed by law on SNG MAOS arising from or by reason of the transactions contemplated by this Agreement. In addition, the SNG MAOS Stockholders shall cause to be filed on behalf of SNG MAOS all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by SNG MAOS for the tax period ended as of the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, SNG LOI shall have caused the payoff of all liabilities owed to third-parties (with the exception of thirty (30) days worth of trade payables, one (1) week of accrued vacation pay per employee, and one (1) week of accrued sick leave per employee, which shall be assumed by SCN) and all indebtedness owed to banks or other financial institutions or lenders or shall have caused the assumption thereof by a new entity organized by the SNG StockholdersLOI Stockholder. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of SNGLOI, including, but not limited to, liabilities arising under any Employee Benefit PlanPlan or accrued vacation or sick pay; (iii) any liability based upon or arising out of a violation of any laws by SNGLOI, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by SNGLOI; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of SNG LOI or any Physician Owner, or any liability for the payment of any taxes imposed by law on SNG LOI arising from or by reason of the transactions contemplated by this Agreement. In additionLOI shall establish a reserve for income, excise or other taxes owed by LOI through the SNG Stockholders shall cause Effective Time, including but not limited to any such taxes to be filed paid upon the collection of any cash basis accounts receivable existing on behalf the books of SNG all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by SNG for the tax period ended as of LOI at the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, SNG NCS shall have caused the payoff of all liabilities owed to third-parties (with the exception of thirty (30) days worth of trade payables, one (1) week of accrued vacation pay per employee, and one (1) week of accrued sick leave per employee, which shall be assumed by SCN) and all indebtedness owed to banks or other financial institutions or lenders or shall have caused the assumption thereof by a new entity organized by the SNG StockholdersNCS Stockholder; provided, however, that SCN shall assume payment for (i) all of NCS's trade payables (rent, utilities, telephone, etc.) incurred by NCS during the thirty day period prior to the Closing Date and in the Ordinary Course of Business and (ii) NCS's state franchise tax liability not to exceed, in the aggregate with the state franchise tax liabilities of ▇▇▇▇ ▇. Small, M.D. & Associates, P.A., Associated Arthoscopy Institute, Inc., Allied Health Services, P.A., ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., P.A. and Access Medical Supply, Inc. being assumed by SCN pursuant to the agreements referred to in Section 6(a)(ix) below, $160,000. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of SNGNCS, including, but not limited to, liabilities arising under any Employee Benefit PlanPlan or accrued vacation or sick pay; (iii) any liability based upon or arising out of a violation of any laws by SNGNCS, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by SNGNCS; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of SNG NCS or any Physician Owner, or any liability for the payment of any taxes imposed by law on SNG NCS arising from or by reason of the transactions contemplated by this Agreement. In additionNCS shall establish a reserve for income, the SNG Stockholders shall cause excise or other taxes to be filed paid upon the collection of any cash basis accounts receivable existing on behalf the books of SNG all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by SNG for the tax period ended as of NCS at the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, SNG HRKP shall have caused the payoff of all liabilities owed to third-parties (with the exception of thirty (30) days worth of trade payables, one (1) week of accrued vacation pay per employee, and one (1) week of accrued sick leave per employee, which shall be assumed by SCN) and all indebtedness owed to banks or other financial institutions or lenders or shall have caused the assumption thereof by a new entity organized by the SNG HRKP Stockholders. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of SNGHRKP, including, but not limited to, liabilities arising under any Employee Benefit Plan; (iii) any liability based upon or arising out of a violation of any laws by SNGHRKP, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by SNGHRKP; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of SNG HRKP or any Physician Owner, or any liability for the payment of any taxes imposed by law on SNG HRKP arising from or by reason of the transactions contemplated by this Agreement. In addition, the SNG HRKP Stockholders shall cause to be filed on behalf of SNG HRKP all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by SNG HRKP for the tax period ended as of the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, SNG OSL shall have caused the payoff of all liabilities owed to third-parties (with the exception of thirty (30) days worth of trade payables, one (1) week of accrued vacation pay per employee, and one (1) week of accrued sick leave per employee, which shall be assumed by SCN) and all indebtedness owed to banks or other financial institutions or lenders or shall have caused the assumption thereof by a new entity organized by the SNG OSL Stockholders. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of SNGOSL, including, but not limited to, liabilities arising under any Employee Benefit Plan; (iii) any liability based upon or arising out of a violation of any laws by SNGOSL, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by SNGOSL; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of SNG OSL or any Physician Owner, or any liability for the payment of any taxes imposed by law on SNG OSL arising from or by reason of the transactions contemplated by this Agreement. In addition, the SNG OSL Stockholders shall cause to be filed on behalf of SNG OSL all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by SNG OSL for the tax period ended as of the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, SNG AIG shall have caused the payoff of all liabilities owed to third-parties (with the exception of thirty (30) days worth of trade payables, one (1) week of accrued vacation pay per employee, and one (1) week of accrued sick leave per employee, which shall be assumed by SCN) and all indebtedness owed to banks or other financial institutions or lenders or shall have caused the assumption thereof by a new entity organized by the SNG StockholdersAIG Stockholder; provided, however, that SCN shall assume payment for (i) all of AIG's trade payables (rent, utilities, telephone, etc.) incurred by AIG during the thirty day period prior to the Closing Date and in the Ordinary Course of Business and (ii) AIG's state franchise tax liability not to exceed, in the aggregate with the state franchise tax liabilities of ▇▇▇▇ ▇. Small, M.D. & Associates, P.A., Associated Arthroscopy Institute, Inc., Allied Health Services, P.A., ▇▇▇▇ ▇. Small, M.D., P.A., and Access Medical Supply, Inc. being assumed by SCN pursuant to the agreements referred to in Section 6 (a)(ix) below, $160,000. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of SNGAIG, including, but not limited to, liabilities arising under any Employee Benefit PlanPlan or accrued vacation or sick pay; (iii) any liability based upon or arising out of a violation of any laws by SNGAIG, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by SNGAIG; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of SNG AIG or any Physician Owner, or any liability for the payment of any taxes imposed by law on SNG AIG arising from or by reason of the transactions contemplated by this Agreement. In additionAIG shall establish a reserve for income, the SNG Stockholders shall cause excise or other taxes to be filed paid upon the collection of any cash basis accounts receivable existing on behalf the books of SNG all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by SNG for the tax period ended as of AIG at the Effective Time.

Satisfaction of Indebtedness. Prior to the Effective Time, SNG NCS&A shall have caused the payoff of all liabilities owed to third-parties (with the exception of thirty (30) days worth of trade payables, one (1) week of accrued vacation pay per employee, and one (1) week of accrued sick leave per employee, which shall be assumed by SCN) and all indebtedness owed to banks or other financial institutions or lenders or shall have caused the assumption thereof by a new entity organized by the SNG StockholdersNCS&A Stockholder; provided, however, that SCN shall assume payment for (i) all of NCS&A's trade payables (rent, utilities, telephone, etc.) incurred by NCS&A during the thirty day period prior to the Closing Date and in the Ordinary Course of Business and (ii) NCS&A's state franchise tax liability not to exceed, in the aggregate with the state franchise tax liabilities of ▇▇▇▇ ▇. Small, M.D., P.A., Associated Arthoscopy Institute, Inc., Allied Health Services, P.A., ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., P.A. and Access Medical Supply, Inc. being assumed by SCN pursuant to the agreements referred to in Section 6 (a)(ix) below, $160,000. Notwithstanding any contrary provision contained herein, SCN shall not be deemed to have assumed, nor shall SCN assume: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of SNGNCS&A, including, but not limited to, liabilities arising under any Employee Benefit PlanPlan or accrued vacation or sick pay; (iii) any liability based upon or arising out of a violation of any laws by SNGNCS&A, including, without limiting the generality of the foregoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by SNGNCS&A; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of SNG NCS&A or any Physician Owner, or any liability for the payment of any taxes imposed by law on SNG NCS&A arising from or by reason of the transactions contemplated by this Agreement. In additionNCS&A shall establish a reserve for income, the SNG Stockholders shall cause excise or other taxes to be filed paid upon the collection of any cash basis accounts receivable existing on behalf the books of SNG all final tax returns required by Applicable Law to be filed and shall pay all Taxes owed by SNG for the tax period ended as of NCS&A at the Effective Time.