Bulk Sales Compliance. The Buyer hereby waives compliance by the Seller with the provisions of the "bulk sales laws" of any state which may be applicable to the transactions contemplated hereby; provided, however, that the Seller shall indemnify the Buyer in connection with such noncompliance to the extent provided in Article 6 hereof.
Bulk Sales Compliance. Following the execution of this Agreement, unless compliance with this Section 8.7 is waived by Buyer, Buyer and Company shall cooperate in complying with all provisions of the bulk sales or bulk transfer statutes of all states having jurisdiction, in such a way as to provide Buyer the greatest measure of protection against the creditors of Company allowable under all such statutes.
Bulk Sales Compliance. Buyer hereby waives compliance by Seller with any applicable bulk sales or bulk transfer law in connection with the transactions contemplated hereby.
Bulk Sales Compliance. The Buyer and the Seller waive compliance with the provisions of any applicable statutes relating to bulk transfers or bulk sales. The Buyer and the Seller mutually agree to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoing, any liability assessed on the Buyer arising out of or relating to the Seller's failure to comply with applicable statutes relating to bulk, transfers or bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) below.
Bulk Sales Compliance. Each of Purchaser and Seller shall waive compliance with the provisions of the applicable statutes relating to bulk transfers or bulk sales.
Bulk Sales Compliance. Seller and Purchaser acknowledge that they do not intend to comply with and have agreed to waive the provisions of any statutory bulk sale or similar requirements applicable to the transactions contemplated by this Agreement, and Seller and Purchaser agree to rely upon the adjustment provisions of this Agreement to address any matters that would otherwise be subject to such bulk sale requirements.
Bulk Sales Compliance. Seller shall comply, in connection with the sale and transfer of the Assets to be Acquired pursuant to this Agreement, with any applicable law pertaining to bulk sales or transfers.
Bulk Sales Compliance. To the extent applicable, Buyer hereby waives compliance by Sellers with the provisions of the bulk sales law of any U.S. jurisdiction, and in any event, Sellers covenants and agrees to pay and discharge when due all claims of any governmental entities and creditors of Sellers and its subsidiaries that could be asserted against Buyer by reason of such non-compliance. Sellers agrees to indemnify and hold Buyer harmless from and against and shall on demand reimburse Buyer for any and all Losses suffered by Buyer by reason of Sellers' failure to pay and discharge any such claims.
Bulk Sales Compliance. Buyer hereby waives compliance by Sellers with --------------------- the provisions of the bulk transfer laws of any state. Sellers and the Company Principals warrant and agree to pay and discharge when due all claims of creditors which could be asserted against Buyer by reason of such noncompliance. Sellers and the Company Principals shall indemnify and hold Buyer harmless from, against and in respect of (and shall on demand reimburse Buyer for) any Damages suffered or incurred by Buyer by reason of the failure of Sellers to pay or discharge such claims.
Bulk Sales Compliance. Purchaser hereby waives compliance by Seller with the provisions of the Bulk Sales Law of any state, and Seller warrants and agrees to pay and discharge when due all claims of creditors which could be asserted against Purchaser by reason of such non-compliance to the extent that such liabilities are not specifically assumed by Purchaser under this Agreement. Seller indemnifies and agrees to hold Purchaser harmless from, against and in respect of (and shall on demand reimburse Purchaser for) any loss, liability, cost or expense, including, without limitation, attorneys' fees, suffered or incurred by Purchaser by reason of the failure of Seller to pay or discharge such claims.
