Bulk Sales Compliance. Purchaser hereby waives compliance by Seller with the provisions of any applicable bulk sales laws, and Seller warrants and agrees to pay and discharge when due all claims of creditors, taxes, fines, penalties and other liabilities which could be asserted against Purchaser by reason of such non-compliance. Seller hereby indemnifies and holds Purchaser harmless from, against an din respect of (and shall on demand from Purchaser reimburse Purchaser for) any loss, liability, cost or expense, including, without limitation, attorney's fees, suffered or incurred by Purchaser by reason of the failure of Seller to pay or discharge such claims, taxes, fines, penalties or other liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Applied Voice Recognition Inc /De/)
Bulk Sales Compliance. Purchaser hereby waives compliance by Seller with the provisions of the Bulk Sales Law of any applicable bulk sales lawsstate, and Seller warrants and agrees to pay and discharge when due all claims of creditors, taxes, fines, penalties and other liabilities creditors which could be asserted against Purchaser by reason of such non-compliancenoncompliance to the extent that such liabilities are not specifically assumed by Purchaser under this Agreement. Seller hereby indemnifies and holds agrees to hold Purchaser harmless from, against an din and in respect of (and shall on demand from Purchaser reimburse Purchaser for) any loss, liability, cost or expense, including, without limitation, attorney's attorneys' fees, suffered or incurred by Purchaser by reason of the failure of Seller to pay or discharge such claims, taxes, fines, penalties or other liabilities.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Venturi Technologies Inc)
Bulk Sales Compliance. Purchaser hereby waives compliance by Seller with the provisions of the Bulk Sales Law of any applicable bulk sales lawsstate, and Seller warrants and agrees to pay and discharge when due all claims of creditors, taxes, fines, penalties and other liabilities creditors which could be asserted against Purchaser by reason of such non-compliancecompliance to the extent that such liabilities are not specifically assumed by Purchaser under this Agreement. Seller hereby indemnifies and holds agrees to hold Purchaser harmless from, against an din and in respect of (and shall on demand from Purchaser reimburse Purchaser for) any loss, liability, cost or expense, including, without limitation, attorney's attorneys' fees, suffered or incurred by Purchaser by reason of the failure of Seller to pay or discharge such claims, taxes, fines, penalties or other liabilities.
Appears in 1 contract
Bulk Sales Compliance. Purchaser hereby waives compliance by Seller with the provisions of any applicable bulk sales lawsstatutes of any state, and Seller warrants and agrees to pay and discharge when due all claims of creditors, taxes, fines, penalties and other liabilities creditors which could be asserted against Purchaser by reason of such non-compliancecompliance to the extent that such liabilities are not specifically assumed by Purchaser under this Agreement. Seller and the Shareholder, jointly and severally, hereby indemnifies indemnify and holds agree to hold Purchaser harmless from, against an din in respect of (and shall on demand from Purchaser reimburse Purchaser for) for any loss, liability, liability cost or expense, including, including without limitation, attorney's fees, attorneys' fees suffered or incurred by Purchaser by reason of the failure of Seller to pay or discharge such claims, taxes, fines, penalties or other liabilities.
Appears in 1 contract
Samples: Agreement of Purchase and Sale of Assets Agreement (Caribiner International Inc)
Bulk Sales Compliance. Purchaser hereby waives compliance by Seller with the provisions of any applicable the bulk sales lawslaws of any state, and Seller warrants and agrees to pay and discharge when due all claims of creditors, taxes, fines, penalties and other liabilities which creditors that could be asserted against Purchaser by reason of such non-compliancecompliance to the extent such liabilities are not specifically assumed by 62 Purchaser pursuant to the Liabilities Undertaking described in Article 2.0 hereof. Seller hereby indemnifies agrees to indemnify and holds hold Purchaser harmless from, against an din and in respect of (and shall on demand from Purchaser reimburse Purchaser for) any loss, liability, cost or expense, including, including without limitation, attorney's limitation attorneys' fees, suffered or incurred by Purchaser by reason of the failure of Seller to pay or discharge any such claims, taxes, fines, penalties or other liabilitiesclaim.
Appears in 1 contract
Samples: Agreement of Purchase And (American Buildings Co /De/)
Bulk Sales Compliance. Purchaser hereby waives compliance by Seller with the provisions of the Bulk Sales Law of any applicable bulk sales lawsstate, and Seller warrants and agrees to pay and discharge when due all claims of creditors, taxes, fines, penalties and other liabilities creditors which could be asserted against Purchaser by reason of such non-compliancecompliance to the extent that such liabilities are not specifically assumed by Purchaser under this Agreement. Seller hereby indemnifies and holds agrees to hold Purchaser harmless from, against an din and in respect of (and shall on demand from Purchaser reimburse Purchaser for) any loss, liability, cost or expense, including, without limitation, attorney's attorneys' fees, suffered or incurred by Purchaser by reason of the failure of Seller to pay or discharge such claims, taxes, fines, penalties or other liabilities.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Colonial Commercial Corp)
Bulk Sales Compliance. Purchaser hereby waives compliance by Seller with the provisions of any applicable bulk sales laws, and Seller warrants and agrees to pay and discharge when due all claims of creditors, taxes, fines, penalties and other liabilities which could be asserted against Purchaser by reason of such non-compliance. Seller hereby indemnifies and holds Purchaser harmless from, against an din and in respect of (and shall on demand from Purchaser reimburse Purchaser for) any loss, liability, cost or expense, including, without limitation, attorney's fees, suffered or incurred by Purchaser by reason of the failure of Seller to pay or discharge such claims, taxes, fines, penalties or other liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Applied Voice Recognition Inc /De/)