Common use of Bulk Sales Compliance Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Covol Technologies Inc), Asset Purchase Agreement (Covol Technologies Inc)

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Bulk Sales Compliance. To the extent applicable, Buyer hereby waives compliance by Sellers shall comply 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Covol Technologies Inc), Asset Purchase Agreement (Covol Technologies Inc)

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 agree 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Covol Technologies Inc)

Bulk Sales Compliance. To the extent applicable, Buyer hereby waives compliance by Sellers Seller with the provisions of the bulk sales law of any U.S. jurisdictionstate, and in any event, Sellers covenants Seller warrants and agrees to pay and discharge when due all claims of any governmental entities and creditors of Sellers and its subsidiaries that which could be asserted against Buyer by reason of such non-compliance. Sellers agrees Seller hereby indemnifies and agree to indemnify and hold Buyer harmless from from, against and against in respect of (and shall on demand reimburse Buyer for for) any and all Losses loss, liability, cost or expense, including, 32 41 without limitation, attorneys' fees, suffered or incurred by Buyer by reason of Sellers' the failure of Seller to pay and or discharge any such claims.

Appears in 1 contract

Samples: Asset Purchase Agreement (Continental Circuits Corp)

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Bulk Sales Compliance. To the extent applicable, Buyer hereby waives compliance by Sellers Seller with the provisions of the bulk sales law Law of any U.S. jurisdiction, and in any event, Sellers Seller covenants and agrees to pay and discharge when due all claims of any governmental entities and creditors of Sellers Seller and its subsidiaries that could be asserted against Buyer by reason of such non-compliance. Sellers agrees Seller agree 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' Seller's failure to pay and discharge any such claims.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headwaters Inc)

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