Common use of Bulk Sales Compliance Clause in Contracts

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. Buyer hereby waives compliance by Sellers Seller with --------------------- the provisions of the bulk transfer laws of any state. Sellers Seller warrants and the Company Principals warrant and agree agrees 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 Seller 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 Seller to pay or discharge such claims.

Bulk Sales Compliance. Buyer hereby waives compliance by Sellers with --------------------- the provisions of the bulk transfer laws Bulk Sales Law of any state. , and 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 non-compliance to 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 extent that such liabilities are not specifically assumed by Buyer by reason of the failure of Sellers to pay or discharge such claimsunder this Agreement.

Bulk Sales Compliance. Buyer hereby waives compliance by Sellers with --------------------- the provisions of the bulk transfer laws Bulk Sales Law of any state. Sellers , and the Company Principals warrant Seller warrants and agree agreed to pay and discharge when due all claims of creditors which could be asserted against Buyer or any Buyer Party by reason of such noncompliance. Sellers and noncompliance to the Company Principals shall indemnify and hold Buyer harmless fromextent that such liabilities are Excluded Liabilities, against and as defined 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 claimsSection 2.6.

Bulk Sales Compliance. The Buyer hereby waives compliance by Sellers the Company with --------------------- the provisions of any applicable Bulk Sales Laws, in consideration whereof the bulk transfer laws of any state. Sellers Company and the Company Principals warrant Principals, jointly and severally, agree to pay and discharge when due all claims of creditors which could be asserted against the Buyer or Parent by reason of noncompliance under such noncompliance. Sellers laws to the extent that such liabilities are not assumed by the Buyer or Parent under this Agreement and the Company Principals shall to indemnify and hold Parent and the Buyer Parties harmless from, from and 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 such claims pursuant to pay or discharge such claimsArticle IX hereof.

Bulk Sales Compliance. Buyer hereby waives compliance by Sellers Seller with --------------------- the provisions of the any applicable bulk transfer laws of any state. Sellers sales law, and the Company Principals parties acknowledge that such compliance shall not be a condition precedent to the Closing. Furthermore, Seller and Shareholder warrant and agree to pay and discharge when due due, and indemnify and hold Buyer fully harmless from, 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) noncompliance with any Damages suffered or incurred by Buyer by reason of the failure of Sellers to pay or discharge such claimsapplicable bulk sales law.