Bulk Sales Law Compliance. Seller agrees to pay and discharge all claims of creditors, including state taxing authorities, which may be asserted against Buyer by reason of Seller's noncompliance, if any, with the provisions of the bulk sales law of any State which may require bulk sales law compliance on account of the provisions herein and the transactions contemplated hereby, and Seller agrees to indemnify and hold Buyer harmless from and against claims suffered or incurred by Buyer by reason of or arising out of (a) the failure of Seller to pay or discharge the same when due, or (b) noncompliance with any applicable bulk sales law.
Bulk Sales Law Compliance. Other than with respect to any Assumed Liabilities, and notwithstanding any contrary or inconsistent provisions in this Agreement, Seller agrees to pay and discharge all claims of creditors which may be asserted against Buyer or Seller or LicenseCo by reason of Seller’s or Buyer’s noncompliance with the provisions of any bulk sales or similar Law of any jurisdiction which may require compliance on account of the provisions herein and the transactions contemplated hereby and to indemnify and hold Buyer harmless from and against claims suffered or incurred by Buyer by reason of or arising out of (a) the failure of Seller to pay or discharge the same when due or (b) such noncompliance with any applicable bulk sales or similar Law.
Bulk Sales Law Compliance. In connection with the transactions contemplated hereby, Seller shall have complied fully with its obligations pursuant to Section 5.12 of this Agreement and there shall have been no intervention by any creditor of Seller prior to the Closing, except as disclosed in Schedule 6.3(f).
Bulk Sales Law Compliance. Seller agrees to bear any loss, liability, obligation or cost suffered by the Business or Buyer by reason of any noncompliance with any provision of any bulk sales law of any State which may require bulk sales law compliance on account of the provisions herein and the transactions contemplated hereby and to indemnify and hold Buyer harmless from and against claims suffered or incurred by the Business or Buyer by reason of or arising out of (a) the failure of Seller to pay or discharge the same when done or (b) such noncompliance with any applicable bulk sales law.
Bulk Sales Law Compliance. Seller shall not be liable to Purchaser or Parent for failure to comply with the bulk sales laws, other than bulk sales laws enforced by any Tax authority.
Bulk Sales Law Compliance. The Purchaser hereby waives compliance by the parties with the provisions of any applicable bulk sales laws to the transactions contemplated by this Agreement and the Company and the Shareholders warrant and agree to pay and discharge when due all claims of creditors which could be asserted against the Purchaser by reason of such noncompliance to the extent that such liabilities are not specifically assumed by the Purchaser under this Agreement. The Company and the Shareholders hereby indemnify and agree to hold the Purchaser harmless from, against and in respect of (and shall on demand reimburse the Purchaser for) any loss, liability, cost, or expense, including, without limitation, attorney's fees incurred by the Purchaser, by reason of any failure of the Company or the Shareholders to pay or discharge such claims.
Bulk Sales Law Compliance. Following the execution of this Agreement, Seller and Buyer shall cooperate to take all action necessary to permit Buyer to comply with all applicable bulk sales or bulk transfer or similar laws, including under applicable Tax laws (collectively "BULK SALES LAWS"). Seller shall promptly provide Buyer with copies of any and all notices or other documents or correspondence that it receives from any Government Body or other Person relating to the bulk sales process. In the event of any objection or dispute by any creditor or taxing authority relating to any such bulk sales notice, Seller shall take all action reasonably necessary to eliminate such objection or dispute (PROVIDED, HOWEVER, that the foregoing shall not be deemed to prevent Seller from contesting any such dispute in good faith).
Bulk Sales Law Compliance. Buyer and Seller each hereby waives compliance by the other with any applicable provisions of the bulk sales laws of the State of South Carolina or any other applicable jurisdiction, and Sellers hereby agrees to indemnify and hold Buyer harmless from any loss, cost or damage, including without limitation reasonable attorneys fees and payments to any of Sellers' creditors, incurred by Buyer because of Sellers' or Buyer's noncompliance with said bulk sales laws.
Bulk Sales Law Compliance. Effective as of the Closing Date the Company agrees to provide to the Purchaser all information as may be necessary to enable Purchaser to timely comply with "bulk sales" laws of the State of Rhode Island with respect to sales tax or other taxes.
Bulk Sales Law Compliance. The Purchaser hereby waives compliance by the parties with the provisions of any applicable bulk sales laws to the transactions contemplated by this Agreement.
