Bulk Sales Acts. No transaction contemplated hereby requires compliance with, or will be subject to avoidance under, any bulk sales act or similar law.
Bulk Sales Acts. Each party agrees that it is responsible for any special notification required to be given to its creditors under the bulk sales laws and any other similar laws in any applicable jurisdiction in connection with the transactions contemplated by this Agreement. Each party agrees promptly and diligently to pay and discharge when due or to contest and litigate all Claims of its respective creditors that are asserted against any party or any of the Venture Entities by reason of any asserted noncompliance with any such bulk sales laws, and to indemnify and hold the other parties and the Venture Entities harmless therefrom.
Bulk Sales Acts. The parties agree that no special notification shall be given to their respective creditors under the bulk sales laws and any other similar laws in any applicable jurisdiction in connection with the transactions contemplated by this Agreement. Each party agrees promptly and diligently to pay and discharge when due or to contest and litigate all claims of its respective creditors that are asserted against any party or any of the Venture Entities by reason of any asserted noncompliance with any such bulk sales laws, and to indemnify and hold the other parties and the Venture Entities harmless therefrom, except such claims as arise out of any Schlumberger Assumed Liabilities or any M-I Assumed Liabilities.
Bulk Sales Acts. (a) The parties hereby waive compliance with any UCC bulk sales act or comparable statutory provisions of each applicable jurisdiction. Seller shall indemnify Purchaser and its officers, directors, employees, agents and Affiliates in respect of, and hold each of them harmless from and against, any and all Losses suffered, occurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to the failure of Seller to comply with the terms of any such provisions applicable to the transactions contemplated by this Agreement.
Bulk Sales Acts. CE agrees that no special notification shall be given to its creditors under the Bulk Sales Act of any applicable jurisdiction in connection with the transactions contemplated by this Agreement. CE agrees promptly and diligently to pay and discharge when due or to contest and litigate all claims (other than claims relating to the CE Assumed Liabilities) of its creditors that are asserted against Smitx xx Wilsxx xx reason of any asserted noncompliance with any such Bulk Sales Act.
Bulk Sales Acts. Seller will comply with the Bulk Sales Act --------------- in effect in New Jersey. Within fifteen (15) days of the execution of this Agreement, Seller shall apply to the Division of Taxation of the State of New Jersey for a Tax Clearance Certificate for the transaction herein contemplated. At the closing, Seller shall present the letter received from the Division of Taxation in response to the application. Seller agrees to place into escrow with the Escrow Agent such amount, if any, that the Division may request in its response to Seller's application. The Escrow Agent may release the amount so placed into escrow upon receipt of notice from the Division of Taxation that the escrow may be released to Seller. Seller agrees that the amount placed into escrow shall be treated as received by the Seller for purposes of compliance with the delivery of the Purchase Price as set forth in Section 2(a) hereof.
Bulk Sales Acts. The Sellers and the Buyer agree to waive --------------- compliance with all applicable State Bulk Sales Acts and the rules and regulations promulgated thereunder.
Bulk Sales Acts. No transaction contemplated by this Indenture or by any other Transaction Document requires compliance with, or will be subject to avoidance under, any bulk sales act or similar law.
Bulk Sales Acts. Buyer hereby waives its right to require compliance with any Bulk Sales or similar laws and in consideration therefore. Oxford and Seller represent and warrant that the provisions of the California Bulk Sales Law are not applicable to the transactions envisioned hereunder.
