Bulk Sales Acts Sample Clauses

Bulk Sales Acts. No transaction contemplated hereby requires compliance with, or will be subject to avoidance under, any bulk sales act or similar law.
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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.
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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.
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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.
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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.
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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.
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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. (b) The Seller shall cooperate with the Purchaser to ensure that all action is taken as may be necessary or appropriate in order to fully comply with the bulk transfer notification provisions of Section 22(c) of the New Jersey Sales and Use Tax Act.
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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.
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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.
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Related to Bulk Sales Acts

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

  • 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.

  • 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.

  • 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.

  • Waiver of Bulk-Sale and Bulk-Transfer Laws SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

  • 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.

  • Bulk Transfer Laws The transfer, assignment and conveyance of the Contracts and the Contract Files by Seller pursuant to the Transfer and Sale Agreement and by Trust Depositor pursuant to the Sale and Servicing Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

  • Bulk Transfers Purchaser waives compliance with the provisions of all applicable Laws relating to bulk transfers in connection with the transfer of the Purchased Assets.

  • Bulk Transfer The Seller represents and warrants that the transfer, assignment and conveyance of the Receivables by the Seller pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • CARES Act Counterparty acknowledges that the Transaction may constitute a purchase of its equity securities or a capital distribution. Counterparty further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), Counterparty will be required to agree to certain time-bound restrictions on its ability to purchase its equity securities or make capital distributions if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under section 4003(b) of the CARES Act. Counterparty further acknowledges that it may be required to agree to certain time-bound restrictions on its ability to purchase its equity securities or make capital distributions if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under programs or facilities established by the Board of Governors of the Federal Reserve System, the U.S. Department of Treasury or similar governmental entity for the purpose of providing liquidity to the financial system. Accordingly, Counterparty represents and warrants that neither it, nor any of its subsidiaries have applied, and have no present intention to apply, for a loan, loan guarantee, direct loan (as that term is defined in the CARES Act) or other investment, or to receive any financial assistance or relief (howsoever defined) under any program or facility that (a) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement thereunder), as a condition of such loan, loan guarantee, direct loan (as that term is defined in the CARES Act), investment, financial assistance or relief, that Counterparty comply with any requirement to, or otherwise agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty; provided that Counterparty may apply for any such governmental assistance if Counterparty determines based on the advice of nationally recognized outside counsel that the terms of the Transaction would not cause Counterparty to fail to satisfy any condition for application for or receipt or retention of such governmental assistance based on the terms of the relevant program or facility as of the date of such advice. Counterparty further represents and warrants that the Premium is not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small Business Administration’s “Paycheck Protection Program”, that (a) is established under applicable law, including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under such applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) that such funds be used for specified or enumerated purposes that do not include the purchase of this Transaction (either by specific reference to this Transaction or by general reference to transactions with the attributes of this Transaction in all relevant respects).

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