Bulk Sales Indemnity. Buyer and Seller have jointly determined that there will be no attempt to comply with the notice provisions of any bulk sales law which may apply to the purchase and sale of the Station Assets pursuant to this Agreement. Buyer will indemnify and hold Seller harmless from and against any and all damages, claims, losses, expenses, costs, obligations, and liabilities, including, without limiting the generality of the foregoing, liabilities for reasonable attorneys’ fees and expenses, suffered directly or indirectly by Seller by reason of or arising out of non-compliance with any such bulk sales law.
Bulk Sales Indemnity. Horizon hereby waives compliance with the provisions of any applicable bulk sales or transfer laws in connection with the sale of the Purchased Assets contemplated by this Agreement. IFM agrees to indemnify and hold Horizon harmless from and against any and all Damages, including without limitation any claims made by creditors and any Damages arising out of or relating to any Encumbrance on Purchased Assets arising out of or relating to IFM's non-compliance with any applicable bulk sales or transfer laws in connection with the sale of the Purchased Assets contemplated by this Agreement, except to the extent that any such Damages results from or arises out of any failure by Horizon to pay or perform, when due, any obligations to be paid or performed by Horizon as provided in this Agreement.
Bulk Sales Indemnity. Canadian Purchaser shall not require Canadian Seller to comply with the requirements of the Bulk Sales Act (Ontario) or such other comparable legislation in the other Provinces of Canada as may be applicable to the transfer of Canadian Assets. Notwithstanding the foregoing, Parent and Canadian Seller hereby jointly and severally agree to indemnify and save harmless Purchaser and Canadian Purchaser from and against any claims, losses and expenses which are brought against Purchaser or Canadian Purchaser or which Purchaser or Canadian Purchaser may suffer or incur as a result of such non-compliance.
Bulk Sales Indemnity. Each Seller shall indemnify, defend and hold Purchaser harmless from and against all Liabilities incurred by Purchaser resulting from the failure by any Seller to comply with any statutory bulk sale or similar requirements applicable to such Seller, or the failure to obtain any sale and occupancy or similar tax clearance certificates required to be obtained by such Seller, or failure to pay any sales taxes, occupancy taxes, and other similar taxes due by such Seller in respect to the Property prior to Closing. The terms of this Section 15.22 shall survive Closing or termination of this Agreement.
Bulk Sales Indemnity. The Buyer hereby waives compliance with the provisions of any applicable bulk transfer laws, and the Seller and Sentex covenant that all debts, obligations and liabilities relating to the Business that are not assumed by the Buyer under this Agreement will be promptly paid and discharged by the Seller or Sentex as and when they become due and payable. The Seller and Sentex, jointly and severally, further agree to indemnify and hold the Buyer harmless from all claims made by creditors with respect to noncompliance with any bulk transfer law, except to the extent that such claims result from liabilities assumed by the Buyer hereunder. EXECUTED as a sealed instrument as of the day and year first above written. METRISA, INC. By /s/ John X. Xxxxx ---------------------------------------------- Name: John X. Xxxxx Title: President SENTEX SENSING TECHNOLOGY, INC. By /s/ Robexx X. Xxxxxxx ---------------------------------------------- Robexx X. Xxxxxxx, Xxief Executive Officer and President MONITEK TECHNOLOGIES, INC. By /s/ Robexx X. Xxxxxxx ---------------------------------------------- Robexx X. Xxxxxxx, Xxief Executive Officer and President MONITEK GMBH By /s/ Robexx X. Xxxxxxx ---------------------------------------------- Robexx X. Xxxxxxx, Xxief Executive Officer and President Solely with respect to Article 8 hereof: CPS CAPITAL, LTD. By /s/ Robexx X. Xxxxxxx ---------------------------------------------- Name: Robexx X. Xxxxxxx Title: President The undersigned agrees to vote its shares of the capital stock of Sentex in favor of the transaction contemplated by the foregoing Agreement CPS CAPITAL, LTD. By /s/ Robexx X. Xxxxxxx ---------------------------------------------- Robexx X. Xxxxxxx
Bulk Sales Indemnity. The Buyer hereby waives compliance with the provisions of any applicable bulk transfer laws, and the Seller covenants that all debts, obligations and liabilities relating to the Business that are not assumed by the Buyer under this Agreement will be promptly paid and discharged by the Seller as and when they become due and payable. The Seller further agrees to indemnify and hold the Buyer harmless from all claims made by creditors with respect to noncompliance with any bulk transfer law, except to the extent that such claims result from liabilities assumed by the Buyer hereunder. EXECUTED as a sealed instrument as of the day and year first above written. METRISA, INC. By ------------------------------ Name: John E. Wolfe Title: Pxxxxxxxx NETZSCH INSTRUMENTS, INC. By ------------------------------ Name: Dr. Wolf-Dieter Emmerich Xxxxx: Xxxxxxxxx EXHIBITS -------- Promissory Note Exhibit 1.02(c)(i) Security Agreement Exhibit 1.02(c)(ii) Sublease Agreement Exhibit 6.01 Choate Hall & Stewart Opinion Exhibit 7.01(f) Palmer & Dxxxx XLP Opinixx Exhibit 7.02(f)
Bulk Sales Indemnity. The Parties hereto believe that, assuming compliance with this Agreement by both the Vendor and the Purchaser, it is both unnecessary for the protection of the Vendor's creditors and impracticable to comply with the Bulk Sales Legislation of the various jurisdictions in which the Purchased Assets are located. Accordingly, in the event that any creditor of the Vendor should make any claim against either the Purchaser or the Purchased Assets which is wholly or partially based on the premise that the sale of the Purchased Assets did not conform in any particular to the requirements of the Bulk Sales Legislation of any jurisdiction in which the Purchased Assets are situated, the Vendor agrees to indemnity and save the Purchaser harmless in principal, interest and costs, including reasonable legal fees, against and from any such claim, whether or not the claim is ultimately proved to be well founded. The Vendor hereby agrees that ---------- * Material has been omitted and filed separately with the Securities and Exchange Commission.
Bulk Sales Indemnity. Arrow hereby waives compliance with the provisions of any applicable bulk sales or transfer laws in connection with sale of the Purchased Assets contemplated by this Agreement. Horizon and, when joined as party hereto, the Company agree, jointly and severally, to indemnify and hold Arrow harmless from and against any and all Loss and Expense, including without limitation any claims made by creditors and any Loss and Expense arising out of or relating to any Encumbrance on Purchased Assets arising out of or relating to the Company's non-compliance with any applicable bulk sales or transfer laws, arising out of Horizon's and/or the Company's non-compliance with any applicable bulk sales or transfer laws in connection with the sale of the Purchased Assets contemplated by this Agreement, except to the extent that any such Loss and Expense results from or arises out of any failure by Arrow to pay or perform, when due, any Assumed Liabilities or any other obligations to be paid or performed by Arrow as provided in this Agreement. The parties agree that the Section 10.04 and 10.05 hereof shall also be deemed to refer to any Loss and Expense under this Section 10.07.
Bulk Sales Indemnity. The Buyer hereby waives compliance with the provisions of any applicable bulk transfer laws, and the Seller covenants that all debts, obligations, and liabilities relating to the Business that are not assumed by the Buyer under this Agreement will be promptly paid and discharged by the Seller as and when they become due and payable. The Seller further agrees to indemnify and hold the Buyer harmless from all claims made by creditors with respect to non-compliance with any bulk transfer law, except to the extent that such claims result from liabilities assumed by the Buyer hereunder.
Bulk Sales Indemnity. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against and in respect of any and all Losses, including without limitation any claims made by creditors, with respect to non-compliance with any bulk transfer law.
