Bulk Sales Act Compliance Sample Clauses

Bulk Sales Act Compliance. Buyer and Seller hereby waive compliance with the provisions of any applicable bulk transfer laws. Seller and the Stockholders, jointly and severally, shall forever indemnify and hold harmless Buyer against any and all expense, loss, damage or liability, including reasonable attorneys fees and court costs, which Buyer may suffer as a result of claims asserted by third parties against Buyer due to any noncompliance by Seller and Buyer with applicable bulk transfer and tax laws.
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Bulk Sales Act Compliance. Provide to Buyer, no later than October 6, 1999, the information required by Sections 6104(a) and 6105(a) of the California Uniform Commercial Code - Bulk Sales.
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Bulk Sales Act Compliance. The Purchasers hereby waives compliance by the Vendor under any applicable bulk sales legislation in connection with the sale by the Vendor to the Purchasers of the Purchased Assets, and each of the Covenantors hereby covenants and agrees to indemnify and save harmless the Purchasers from and against any and all Losses suffered or incurred by the Purchasers as a result of or arising from the failure of the Vendor to comply with the requirements of any applicable bulk sales legislation in respect of the purchase and sale of the Purchased Assets, except to the extent that any losses arise from a Purchaser's failure to pay or satisfy any of the Assumed Liabilities.
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Bulk Sales Act Compliance. The Seller shall provide to the Buyer ---------------------------- evidence satisfactory to the Buyer that the bulk sales legislation in each of the provinces in which the Assets are located has been complied with or that the sale of the Assets is exempt from compliance with such legislation.
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Bulk Sales Act Compliance. Subject to Seller's obligation to indemnify Buyer for its noncompliance with the Bulk Sales Act, the parties
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Bulk Sales Act Compliance. Seller and Purchaser shall be entitled to rely on an exception for compliance with the Indiana Commercial Code - Bulk Sales Act. Seller certifies, represents, and warrants that the proceeds of sale of assets under this Agreement shall be applied in partial or total satisfaction of debt(s) secured by such assets, and Seller shall not receive a net contract price or net proceeds of sale as such terms are used in the Bulk Sales Act. Purchaser and Seller acknowledge and agree that Purchaser is assuming all of the trade creditor debts of Seller in full.
Sample 1
Bulk Sales Act Compliance. Each of Buyer and Seller will comply with their respective obligations pursuant to the Bulk Sales Act (Ontario), including, without limitation, the filing by Buyer of an affidavit in accordance with Section 11 of the Bulk Sales Act (Ontario) within 5 days following Closing and the provision by Buyer to Seller on or prior to Closing of sufficient funds to pay the amounts owing to the unsecured trade creditors disclosed on the statement to be provided by Seller pursuant to Section 7.1.9.
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Bulk Sales Act Compliance. Based on the inducement offered by Allied's agreements under Sections 8.1(a) and 8.1(c), the parties hereto agree to waive compliance with the provisions of any applicable Bulk Sales statutes (collectively, the "Bulk Sales Acts") in connection with the transactions contemplated by this Agreement.
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Bulk Sales Act Compliance. Purchaser will have been furnished with evidence satisfactory to it that the sale and purchase of the assets of SGS Canada is in compliance with the provisions of the Bulk Sales Act (Ontario); and
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Related to Bulk Sales Act Compliance

  • Bulk Sales Act No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

  • Bulk Sales Compliance Purchaser and Seller hereby waive compliance with any applicable bulk sale laws in connection with the transaction contemplated hereby, and Seller shall hold Purchaser harmless from Seller's failure to have complied with any applicable bulk sales laws.

  • Securities Act Compliance After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly advise the Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Pricing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, the Pricing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Offered Securities from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment or will file a new registration statement and use its best efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

  • Bulk Sales 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 Purchased Assets to Buyer.

  • Xxxxx-Xxxxx Act compliance IF proposing on PART 2, Texas Statute requires compliance with Xxxxx-Xxxxx Act, as amended (40 U.S.C. 3141- 3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Xxxxx-Xxxxx Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part S, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Xxxxxxxx "Anti-Kickback" Act {40 U.S.C. 314S), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. BY SUBMITTING A PROPOSAL FOR PART 2 OF THIS SOLICITATION, the Vendor agrees, AS REQUIRED BY LAW, to comply with the Xxxxx Xxxxx Act, IF APPLICABLE and if proposing on PART 2 of this solicitation.

  • Export Compliance The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

  • Bulk Sales The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Servicer.

  • HSR Act Compliance All waiting periods under the HSR Act ------------------ applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated.

  • Bulk Sales Law Buyer hereby waives compliance by Seller with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Business Assets to Buyer.

  • Securities Laws Compliance The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

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