Common use of Bulk Sales Compliance Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Gerdau Ameristeel Corp), Asset Purchase and Sale Agreement (Gerdau Ameristeel Corp)

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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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (CF Industries Holdings, Inc.), Asset Purchase Agreement (Mosaic Co)

Bulk Sales Compliance. The Buyer and the Seller each hereby waive compliance with the requirements and provisions of any applicable statutes relating to bulk transfers Bulk Sales Laws 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 other transfer Law with respect to the Seller's failure to comply with applicable statutes relating to bulk, transfers sale of any or bulk sales shall be an indemnification obligation all of the Seller pursuant Purchased Assets to Section 13.2(a) belowBuyers or the transactions contemplated by this Agreement. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tetridyn Solutions Inc)

Bulk Sales Compliance. The Buyer and the hereby waives compliance by Seller waive compliance with the provisions of any applicable statutes laws relating to bulk transfers or bulk salesin connection with the transactions contemplated hereby. The Seller shall indemnify Buyer and the Seller mutually agree with respect 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 such bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) belowtransfer laws.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Syms Corp)

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 Seller shall indemnify, hold harmless and defend Buyer from and against any and all Losses which it may sustain by reason of 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 parties' failure to comply with applicable statutes relating to bulk, transfers such bulk transfer or bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) belowprovisions.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lone Star Technologies Inc)

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Bulk Sales Compliance. The Buyer Buying Parties and the Seller waive compliance with the provisions of any applicable statutes relating to bulk transfers or bulk sales. The Buyer Buying Parties 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.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Quanex Corp)

Bulk Sales Compliance. The Buyer and the Seller waive compliance with the provisions of any the applicable statutes relating to bulk transfers or bulk sales. The Seller shall indemnify and hold harmless Buyer from and the Seller mutually agree to cooperate in securing against any available exemptions from any such provisions. Notwithstanding the foregoingand all loss, any liability assessed on the costs, damage, claim or expense (including attorneys' fees), which Buyer arising out may sustain by reason of or relating to the Seller's failure to comply with applicable statutes relating to bulk, transfers such bulk transfer or bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) belowprovisions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Level 8 Systems)

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