Common use of Bulk Sale Waiver and Indemnity Clause in Contracts

Bulk Sale Waiver and Indemnity. The parties hereto acknowledge and agree that no filings with respect to any bulk sales or similar laws have been made, nor are they intended to be made, nor are such filings a condition precedent to the Closing; and, in consideration of such waiver by Purchaser, Seller and the Shareholders shall indemnify, defend and hold Purchaser Indemnified Parties harmless against any claims or damages resulting or arising from such waiver and failure to comply with applicable bulk sales laws, except such indemnity shall not apply with respect to claims and damages arising out of Assumed Liabilities.

Bulk Sale Waiver and Indemnity. The parties hereto acknowledge and agree that no filings with respect to any bulk sales or similar laws have been made, nor are they intended to be made, nor are such filings a condition precedent to the Closing; and. Notwithstanding the foregoing, in consideration of such waiver by the Sellers shall indemnify and save harmless the Purchaser, Seller its directors, officers, employees, agents and the Shareholders shall indemnifyshareholders, defend on an after-tax basis, from and hold Purchaser Indemnified Parties harmless against any all claims which may be made or damages resulting brought against them or arising from such waiver and failure to comply with applicable bulk sales lawsLosses which they may suffer or incur, except such indemnity shall not apply with respect to claims and damages directly or indirectly, arising out of such non-compliance other than claims or Losses relating to the Assumed Liabilities.

Bulk Sale Waiver and Indemnity. The parties hereto acknowledge and agree that no filings with respect to any bulk sales or similar laws have been made, nor are they intended to be made, nor are such filings a condition precedent to the Closing; and, in consideration of such waiver by Purchaser, Seller Seller, Holdings and the Shareholders Shareholder shall indemnify, defend and hold Purchaser Indemnified Parties harmless against any claims or damages resulting or arising from such waiver and failure to comply with applicable bulk sales laws, except such indemnity shall not apply with respect to claims and damages arising out of Assumed Liabilities.