Bulk Sale Law. Seller is not required to comply with the bulk sale provisions of the Uniform Commercial Code in connection with the transactions contemplated hereby.
Bulk Sale Law. Buyer hereby waives compliance by Seller with the provisions of the Bulk Sales Law of any state and Seller agrees to indemnify Buyer against and hold Buyer harmless from any and all claims, demands, liabilities and obligations arising out of the failure or alleged failure of the Seller to comply with any such law in respect of such sales transfers. Buyer and Seller shall jointly execute a letter to creditors of Sellers advising them of the sale.
Bulk Sale Law. Seller shall provide a written indemnification for Buyer with respect to matters relating to the applicability, if any, of New Mexico's bulk sales law.
Bulk Sale Law. Seller shall provide a written indemnification for Buyer with respect to matters relating to the applicability, if any, of Oregon's bulk sales law.
Bulk Sale Law. The parties hereto understand and agree that the transfer which is the subject matter of this Agreement may be subject to the provisions of Chapter 1306 of the Ohio Revised Code, Uniform Commercial Code (Bulk Transfers) ["Bulk Sales Law"] and that Buyer is not assuming any debts or obligations of Seller in connection with this Agreement in its sole discretion, except for such unfilled customer purchase orders and other agreements or obligations as Buyer may elect to assume pursuant to subparagraphs 2.7(b)(i) and (ii). Buyer hereby waives compliance by Seller with the Bulk Sales Law solely with respect to the transactions to be consummated on the First Closing Date; provided, however, that such waiver does not as between Buyer and Seller relieve Seller of any of the Unassumed Liabilities. Seller agrees to furnish in adequate time to comply with the Bulk Sales Law affidavits, list of creditors with addresses and such other instruments and documents as are customary pursuant to the Bulk Sales Law as Buyer's counsel shall require for Buyer to comply with the Bulk Sales Law with respect to the transactions to be consummated on the Second Closing Date. Forms of the Bulk Sales Notice and Bulk Sales Affidavit are attached hereto as Exhibits "E" and "F", respectively.
Bulk Sale Law. If applicable, each Partner warrants that it will comply with Article Six (6) of the Uniform Industry Code covering the requirements of a bulk sale as in effect in the State of Texas.
Bulk Sale Law. Seller has complied with or is otherwise exempt from the California laws or regulations governing bulk sales or transfers.
Bulk Sale Law. The transfer of Purchased Assets by Seller under this Agreement is not subject to any statutory bulk sale or fraudulent conveyance law adopted by the State of Minnesota.
Bulk Sale Law. In connection with the Transactions, Buyer waives compliance with the provisions of the California and any other applicable state's Uniform Commercial Code relating to bulk transfers, subject to the representations, warranties and indemnities of Sellers contained in this Agreement. Nothing in this paragraph shall estop or prevent Buyer from asserting the inapplicability of the bulk sales provisions in any action or proceeding brought by a third party. Sellers hereby indemnify Buyer against any liability or expense arising from the failure to comply with such provisions.
Bulk Sale Law. Seller has advised Purchaser that ---------------- ------------- Seller is not required to comply with the bulk sale provisions of the Illinois Uniform Commercial Code.
