Common use of Bulk Sale Clause in Contracts

Bulk Sale. Each of the parties to this Agreement hereby waives compliance with any bulk sales or bulk transfer laws that are applicable to the sale of the Assets with respect to the Retained Liabilities. Seller agrees to promptly and diligently pay and discharge when due or to contest or litigate all claims of creditors which are asserted against Purchaser by reason of any non-compliance with such laws and to indemnify and hold Purchaser harmless from and against any and all such claims.

Bulk Sale. Each of the parties to this Agreement hereby waives compliance with any bulk sales or bulk transfer laws that are applicable to the sale in respect of the Assets with respect to transactions contemplated by this Agreement; provided, however, the Retained Liabilities. Seller agrees to promptly shall indemnify the Purchaser and diligently pay and discharge when due or to contest or litigate all claims of creditors which are asserted hold it harmless from any claim against the Purchaser by reason of any arising from non-compliance with such bulk sales laws and if such claim relates to indemnify and hold liabilities or obligations of Purchaser harmless from and against any and all such claimswhich are not Assumed Liabilities.