Assets and Bulk Sales Laws Sample Clauses

Assets and Bulk Sales Laws. The Assets include all intellectual -------------------------- property, and all other property in which the Seller has any right, title, and interest. The Assets include all the assets necessary to operate the ITC Business in the same manner as the ITC Business was operated by the Seller prior to the Time of Closing. A listing of the fixed assets of the Seller as of September 30, 1998 is set forth in the Disclosure Letter or Schedule 1.1(a). --------------- There are no "bulk sales" laws in the State of Connecticut which impose any obligation on Purchaser regarding the sale and transfer of the Assets contemplated hereunder.
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Assets and Bulk Sales Laws. The Assets include all -------------------------- intellectual property, and all other property in which the Seller has any right, title, and interest. The Assets include all the assets necessary to operate the Huntington Business in the same manner as the Huntington Business was operated by the Seller prior to the Time of Closing. A listing of the fixed assets of the Seller as of September 30, 1998 is set forth in the Disclosure Letter or Schedule 1.1(a). There are no "bulk sales" laws in the State of Connecticut --------------- which impose any obligation on Purchaser regarding the sale and transfer of the Assets contemplated hereunder.

Related to Assets and Bulk Sales Laws

  • Bulk Sales Laws The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.

  • Bulk Sales Law Buyer hereby waives compliance by Seller of any applicable bulk sales law and Seller agrees, to make full and timely payment when due of all amounts owed by such Seller to its creditors. Seller agrees to indemnify and hold Buyer harmless from, and reimburse Buyer for, any loss, cost, expense, liability or damage (including reasonable counsel fees and disbursements and expenses) which Buyer may suffer or incur by virtue of the non-compliance by Seller with such laws.

  • Bulk Sales The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Servicer.

  • Bulk Sales Act No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

  • Compliance with Bulk Sales Laws Each Party hereby waives compliance by the Parties with the “bulk sales,” “bulk transfers” or similar Laws and all other similar Laws in all applicable jurisdictions in respect of the transactions contemplated by this Agreement.

  • Waiver of Bulk-Sale and Bulk-Transfer Laws SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

  • Bulk Sale To the extent such laws are applicable to the transactions contemplated herein, Buyer and Seller waive compliance with the uniform commercial code provisions of the laws of any jurisdiction regarding bulk transfers, and Seller covenants and agrees to pay and discharge when due, unless contested by appropriate proceedings, all creditors and all liabilities of Seller pertaining to the Property.

  • Bulk Transfer Laws Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

  • Export Laws Licensee shall adhere to all US Export Administration Law and shall not export or re-export any technical data or products received by or on behalf of NCIT, or the direct products of such technical data, to any proscribed country listed in the then-current US Export Administration Law unless properly authorized by both NCIT and the US Government.

  • Bulk Sales Compliance The Buyer hereby waives compliance by the Seller with the provisions of the "bulk sales laws" of any state which may be applicable to the transactions contemplated hereby; provided, however, that the Seller shall indemnify the Buyer in connection with such noncompliance to the extent provided in Article 6 hereof.

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