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. Purchaser hereby waives compliance by Seller and the other members of the Seller Group, 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 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 Assets to the Purchaser, it being understood that any liabilities arising out of the failure of Sellers 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 Sale Laws. Purchaser hereby waives compliance by the Seller Group 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 the Purchased Assets.
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. 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. Subject to all other terms of this Agreement, Seller and Buyer each waive compliance with any bulk sale laws applicable to the sale of the Assets or the transfer of the CBU Business to Buyer.
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.
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. Buyer and Seller hereby waive compliance with Division 6 of the California Uniform Commercial Code relating to a bulk sale of assets. Seller agrees to indemnify and hold harmless Buyer and its officers, directors, agents, employees and affiliates from any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any failure to comply with any such bulk sale laws.
