Bulk Sale Laws Clause Samples
The Bulk Sale Laws clause defines the parties' obligations to comply with legal requirements governing the sale of a significant portion or all of a business's inventory or assets outside the ordinary course of business. Typically, this clause requires the seller to notify creditors and follow specific procedures to prevent the fraudulent transfer of assets that could leave creditors unpaid. Its core function is to protect creditors by ensuring transparency and proper notice in large asset transfers, thereby reducing the risk of undisclosed liabilities for the buyer.
Bulk Sale Laws. The Parties hereby waive compliance, in connection with the transactions contemplated hereby, with the provisions of any applicable bulk sales or bulk transfer or similar Law.
Bulk Sale Laws. The Buyer hereby agrees to waive any compliance by the Seller Parties with respect to the provisions of the “bulk sales”, “bulk transfer” or similar Laws of any state or other jurisdiction in connection with the sale of the Business Assets and the Purchased Equity and the other Transactions contemplated hereby.
Bulk Sale 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 Transferred Assets to Purchaser.
Bulk Sale Laws. Buyer hereby waives compliance by Seller and its Affiliates with the provisions of the “bulk sales,” “bulk transfer” or similar Laws of any state or any jurisdiction outside the United States that may otherwise be applicable with respect to the sale of any of the Purchased Assets; it being understood that any Liabilities arising out of the failure of Seller and its Affiliates to comply with the provisions of such Laws which would not otherwise constitute Assumed Liabilities shall be treated as Retained Liabilities.
Bulk Sale Laws. Each Party hereby waives compliance with any “bulk sale” or similar Laws of any state or other applicable jurisdiction. The Parties intend that pursuant to section 363(f) of the Bankruptcy Code, the transfer of the Sale Property shall be free and clear of any Interests in the Sale Property, including any Interests arising out of the bulk transfer Laws, and the Parties shall take such steps as may be necessary or appropriate to so provide in the Sale Order.
Bulk Sale Laws. Seller shall furnish to Buyer a list of all of its existing creditors, inclusive of addresses and phone numbers, which list shall be certified as accurate and notarized by Seller and Shareholders. See Schedule 1.
Bulk Sale Laws. The parties hereby waive compliance with the provisions of any applicable bulk sales, bulk transfer, or similar Applicable Laws of any jurisdiction with respect to the sale of any or all of the Purchased Assets to Buyer. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
Bulk Sale Laws. The parties intend that pursuant to Section 363(f) of the Bankruptcy Code, the transfer of the Acquired Assets shall be free and clear of any security interests in the Acquired Assets, including any Liens or claims arising out of the bulk transfer laws, and the parties shall take such steps as may be necessary or appropriate to so provide in the Sale Order. In furtherance of the foregoing, 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 or the other Transaction Documents. For the avoidance of doubt, this Section 13.18 shall not limit the obligations of the parties hereto with respect to Transfer Taxes as described in Section 12.2.
Bulk Sale Laws. The Selling Parties and the Purchaser understand that notices of bulk sales may be required under California law in connection with the consummation of this transaction and that no such notices are given hereunder.
Bulk Sale Laws. Subject to the effectiveness and enforceability of Section 7.7 in accordance with its terms, Seller represents and warrants that the Acquired Assets will be transferred to the Buyer free and clear of any Liens (other than Permitted Liens) or liabilities that may be imposed by any bulk sale laws, bulk transfer laws or such similar laws or failure of the Seller to comply therewith in connection with the transactions contemplated by this Agreement.