Common use of Bulk Sale Filings Clause in Contracts

Bulk Sale Filings. The Purchaser hereby waives, in connection with the transactions contemplated by this Agreement, compliance by Seller with the “bulk sales” provision of Article 6 of the Uniform Commercial Code as it is in effect in the states where Seller owns Assets and other similar bulk transfer notice provisions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Broadsoft Inc)

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Bulk Sale Filings. The Purchaser Buyer hereby waives, in connection with the transactions contemplated by this Agreement, compliance by Seller with the “bulk sales” provision of Article 6 of the Uniform Commercial Code as it is in effect in the states where Seller or any Selling Subsidiary owns Assets assets to be conveyed to Buyer or any of its Subsidiaries hereunder and other similar bulk transfer notice provisions other than bulk sale tax notice provisions. Seller shall indemnify and hold harmless Buyer against any and all liabilities that may be asserted by third parties against Buyer as a result of such noncompliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transaction Systems Architects Inc)

Bulk Sale Filings. The Purchaser Buyer hereby waives, in connection with the transactions contemplated by this Agreement, compliance by Seller with the “bulk sales” provision of Article 6 of the Uniform Commercial Code as it is in effect in the states where Seller owns Assets assets to be conveyed to Buyer (or any of its Subsidiaries) hereunder and other similar bulk transfer notice provisions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cytori Therapeutics, Inc.)

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Bulk Sale Filings. The Purchaser and Seller hereby waiveswaive, in connection with the transactions contemplated by this Agreement, compliance by Seller with the “bulk sales” provision of Article 6 of the Uniform Commercial Code as it is in effect in the states where Seller owns Purchased Assets and other similar bulk transfer notice provisionsprovisions (it being understood that such waiver is of technical procedure only and does not result in Purchaser being liable for any Retained Obligation of Seller or any Tax relating to the pre-Closing operation of the Business).

Appears in 1 contract

Samples: Asset Purchase Agreement (Luna Innovations Inc)

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