Common use of Bulk Sales Law Clause in Contracts

Bulk Sales Law. Buyer waives compliance by the Seller with the -------------- provisions of any applicable bulk sales, fraudulent conveyance or other law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Asi Solutions Inc), Asset Purchase Agreement (Asi Solutions Inc), Asset Purchase Agreement (Asi Solutions Inc)

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Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Business Assets under this Agreementto Buyer.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Peco Ii Inc), Asset Purchase Agreement (Varian Inc), Asset Purchase Agreement (Peco Ii Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller and any Subsidiary with the -------------- requirements and provisions of any applicable bulk sales“bulk-transfer” Laws of any jurisdiction, fraudulent conveyance or other law for the protection of creditors in connection with the transfer including Article 6 of the Subject Massachusetts Uniform Commercial Code, that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets under this Agreementto Buyer or a Buyer Designee.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Verso Technologies Inc), Asset Purchase Agreement (NMS Communications Corp)

Bulk Sales Law. Buyer waives The Buyers hereby waive compliance by the Seller with the -------------- provisions of any applicable so-called bulk sales, fraudulent conveyance or other law for the protection transfer laws of creditors any jurisdiction in connection with the transfer sale of the Subject Assets under this AgreementAcquired Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (XCel Brands, Inc.), Asset Purchase Agreement (XCel Brands, Inc.)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- provisions of any all applicable bulk sales, fraudulent conveyance or other law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreementsales Laws.

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement (Geo Specialty Chemicals Inc), Asset Purchase Agreement (Van De Kamps Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- requirements and provisions of any "bulk-transfer" laws of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Purchased Assets under this Agreementto Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nastech Pharmaceutical Co Inc), Purchase and Sale Agreement (Elcotel Inc)

Bulk Sales Law. Buyer waives compliance by the Seller with the -------------- provisions of any applicable bulk salessales or transfer Laws, fraudulent conveyance or other law for provided that such waiver shall not affect the protection indemnification obligations of creditors in connection with the transfer of the Subject Assets Seller under this AgreementSection 11.1.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Speedway Motorsports Inc), Asset Purchase Agreement (Speedway TBA, Inc.)

Bulk Sales Law. Buyer hereby waives compliance by the Seller Sellers, in connection with the -------------- transactions contemplated hereby, with the provisions of any applicable bulk sales, fraudulent conveyance or other law for transfer statute that applies to the protection of creditors in connection with the transfer of the Subject Assets under transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (KLIF Broadcasting, Inc.)

Bulk Sales Law. Buyer Purchaser hereby waives compliance by the Seller or any of its Affiliates with the -------------- provisions of any applicable bulk sales, fraudulent conveyance sale or other law for the protection bulk transfer laws of creditors any jurisdiction in connection with the transfer sale of the Subject Purchased Assets under this Agreementto Purchaser.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Neophotonics Corp), Asset Purchase Agreement (Emcore Corp)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- requirements and provisions of any applicable bulk sales, fraudulent conveyance ,” “bulk transfer” or other law for any similar Laws of any jurisdiction that may otherwise be applicable with respect to the protection sale of creditors in connection with the transfer any or all of the Subject Purchased Assets under this Agreementto Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Synacor, Inc.), Asset Purchase Agreement (Synacor, Inc.)

Bulk Sales Law. Buyer waives compliance by the Seller Sellers with the -------------- provisions of any applicable bulk sales, fraudulent conveyance or other law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Segue Software Inc), Asset Purchase Agreement (Segue Software Inc)

Bulk Sales Law. Buyer hereby waives compliance by Seller and each of the Seller Subsidiaries with the -------------- requirements and provisions of any "bulk-transfer" Laws of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Purchased Assets under this Agreementto Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Avaya Inc), Asset Purchase Agreement (Commscope Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller Sellers with the -------------- provisions of any applicable so-called bulk sales, fraudulent conveyance or other law for the protection transfer laws of creditors any jurisdiction in connection with the transfer sale of the Subject Assets under this AgreementPurchased Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (NexCen Brands, Inc.), Asset Purchase Agreement (Iconix Brand Group, Inc.)

Bulk Sales Law. The Buyer hereby waives compliance by the Seller Sellers or the Purchased Entities or any of their respective Affiliates with the -------------- provisions of any applicable bulk sales, fraudulent conveyance sale or other law for the protection bulk transfer laws of creditors any jurisdiction in connection with the transfer sale of the Subject Purchased Assets under this Agreementand the Interests to the Buyer.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Huron Consulting Group Inc.)

Bulk Sales Law. The Buyer hereby waives compliance by the Seller with the -------------- provisions of any applicable so-called bulk sales, fraudulent conveyance or other law for the protection transfer laws of creditors any jurisdiction in connection with the transfer sale of the Subject Assets under this AgreementAcquired Assets; provided, however, that any resulting Liability shall be an Excluded Liability.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (XCel Brands, Inc.)

Bulk Sales Law. Buyer waives compliance by the Seller with the -------------- provisions of any applicable bulk sales, fraudulent conveyance or other law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreement.Agreement.50

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- provisions bulk sales laws of any applicable bulk salesstates where the Purchased Assets are located or in which the management, fraudulent conveyance or other law for the protection of creditors in connection with the transfer marketing, advertising and licensing of the Subject Assets under this Agreementassets of Seller are conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cherokee Inc)

Bulk Sales Law. Buyer waives and Seller hereby waive compliance by the Buyer and Seller with the -------------- requirements and provisions of any applicable “bulk transfer,” “bulk sales, ” or fraudulent conveyance transfer Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Transferred Assets under this Agreementto Buyer. Buyer agrees to indemnify, defend and hold harmless Seller and its affiliates from and against any claims arising out of or due to the failure to comply with such “bulk transfer,” “bulk sales” or fraudulent transfer Laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alarm.com Holdings, Inc.)

Bulk Sales Law. Buyer The Purchaser hereby waives compliance by the Seller with the -------------- provisions of any applicable bulk sales, fraudulent conveyance sale or other law for the protection bulk transfer laws of creditors any jurisdiction in connection with the transfer sale of the Subject Assets under this AgreementTransferred Asset to the Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Camera Platforms International Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- provisions of any applicable so-called bulk sales, fraudulent conveyance or other law for the protection transfer laws of creditors any jurisdiction in connection with the transfer sale of the Subject Assets under this AgreementPurchased Assets. Notwithstanding any such waiver, Seller agrees to indemnify Buyer against all liability, damage or expense which Buyer may suffer due to the failure to so comply or to provide notice required by any such law.

Appears in 1 contract

Samples: Asset Purchase Agreement (NexCen Brands, Inc.)

Bulk Sales Law. Buyer Purchaser hereby waives compliance by the Seller with the -------------- provisions of any applicable so-called “bulk sales, fraudulent conveyance or other law for the protection of creditors “bulk transfer” laws in connection with the transfer of the Subject Assets under transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Washington Post Co)

Bulk Sales Law. Buyer waives compliance by the Seller with the -------------- provisions of any applicable "bulk sales, fraudulent conveyance sales law" or other similar law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreementby Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Simione Central Holdings Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- provisions of any all applicable bulk sales, fraudulent conveyance or other law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreementsales Laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alamo Group Inc)

Bulk Sales Law. Buyer waives Purchasers hereby waive compliance by the Seller Sellers with the -------------- requirements and provisions of any "bulk-transfer" Laws of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance or other law for with respect to the protection of creditors in connection with the sale and transfer of any or all of the Subject Purchased Assets under this Agreementto Purchasers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Twinlab Corp)

Bulk Sales Law. Buyer waives compliance by the Seller with the provisions -------------- of any Bulk Sales Law, including without limitation, the bulk transfer provisions of the Uniform Commercial Code of any state, or any similar statute, if and to the extent applicable bulk sales, fraudulent conveyance or other law for to the protection of creditors in connection with the transfer of the Subject Assets under transactions contemplated by this Agreement, and Seller shall indemnify and hold harmless Buyer from and against any cost, expense or liability resulting from such waiver by Buyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wesley Jessen Holding Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- requirements and provisions of any "bulk-transfer" laws of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Purchased Assets under this Agreementto Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netfran Development Corp)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- provisions of any applicable bulk sales, fraudulent conveyance sales or other bulk transfer law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreementany jurisdiction.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bare Escentuals Inc)

Bulk Sales Law. Buyer waives compliance by the Seller with the -------------- provisions of any applicable bulk salessales laws, fraudulent conveyance or other law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreementif any.

Appears in 1 contract

Samples: Asset Purchase Agreement (VIASPACE Inc.)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Transferred Assets under this Agreementto Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Xcyte Therapies Inc)

Bulk Sales Law. Buyer Purchaser hereby waives compliance by the Seller with the -------------- requirements and provisions of any “bulk transfer” laws of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Assets under this AgreementPurchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (ORBCOMM Inc.)

Bulk Sales Law. Buyer waives compliance by the Seller with the -------------- provisions of any applicable bulk sales, fraudulent conveyance or other law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreementsales law. 14.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Advanced Technical Products Inc)

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Bulk Sales Law. Buyer Each of Seller and Purchaser hereby waives compliance by the Seller with the -------------- provisions of any all applicable so called “bulk sales, fraudulent conveyance or other law for the protection of creditors “bulk transfer” Laws in connection with the transfer of the Subject Assets under transactions contemplated by this Agreement. Xxxxxx agrees to indemnify and hold Purchaser harmless against any and all Losses incurred by Purchaser or any of its Affiliates as a result of any failure to comply with any such “bulk sales,” “bulk transfer” or similar Laws.

Appears in 1 contract

Samples: Purchase Agreement (Oxford Immunotec Global PLC)

Bulk Sales Law. Buyer hereby waives compliance by the Seller and any of its Subsidiaries with the -------------- requirements and provisions of any applicable bulk sales“bulk-transfer” Laws of any jurisdiction, fraudulent conveyance or other law for the protection of creditors in connection with the transfer including Article 6 of the Subject New York Commercial Code, that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets under this Agreementto Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (NMS Communications Corp)

Bulk Sales Law. Buyer Purchaser hereby waives compliance by the Seller with the -------------- requirements and provisions of any “bulk transfer” laws of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Assets under this AgreementPurchased Assets; provided, however, that Seller and Owners shall, jointly and severally, defend, indemnify and hold harmless Purchaser, in accordance with Section 11.2, against any claims asserted against Purchaser as a result of the failure of Seller to comply with any such laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (ORBCOMM Inc.)

Bulk Sales Law. Buyer waives hereby waive compliance by the Seller with the -------------- requirements and provisions of any applicable bulk sales, fraudulent conveyance ,” “bulk transfer” or other law for any similar Laws of any jurisdiction that may otherwise be applicable with respect to the protection sale of creditors in connection with the transfer any or all of the Subject Purchased Assets under this Agreementto Buyer Subsidiary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Synacor, Inc.)

Bulk Sales Law. Buyer Purchaser hereby waives compliance by the Seller any Seller, in connection with the -------------- transactions contemplated hereby, with the provisions of any applicable bulk sales, fraudulent conveyance or other sales law for (including the protection of creditors in connection with the transfer of the Subject Assets under this AgreementUniform Commercial Code Bulk Transfer provisions).

Appears in 1 contract

Samples: Purchase, Sale and Servicing Transfer Agreement (Sears Roebuck & Co)

Bulk Sales Law. Buyer Purchaser waives compliance by the Seller Sellers with the -------------- provisions requirements of any bulk sales law, if and to the extent applicable to the transactions contemplated by this Agreement. Any liabilities arising with respect to bulk sales, fraudulent conveyance or other law for the protection of creditors sales laws in connection with the transfer purchase of the Subject Assets under this Agreementshall be Excluded Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Primedia Inc)

Bulk Sales Law. Buyer The Purchaser hereby waives compliance by the Seller or any of its Subsidiaries with the -------------- provisions of any applicable bulk salessale or bulk transfer laws, fraudulent conveyance other than any bulk sale or other law for the protection bulk transfer laws relating to Taxes, of creditors any jurisdiction in connection with the transfer sale of the Subject Purchased Assets under this Agreementto the Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (KCI Animal Health, LLC)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- provisions of any applicable bulk salessales law, fraudulent conveyance registration of bills of sale law, or other law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreementcreditors.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cincinnati Microwave Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller Sellers with the -------------- requirements and provisions of any "bulk-transfer" laws of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Purchased Assets under this Agreementto Buyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bel Fuse Inc /Nj)

Bulk Sales Law. Buyer The Purchaser hereby waives compliance by the Seller or any of its Affiliates with the -------------- provisions of any applicable bulk sales, fraudulent conveyance sale or other law for the protection bulk transfer laws of creditors any jurisdiction in connection with the transfer sale of the Subject Purchased Assets under this Agreementto the Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Costar Group Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- provisions of any -------------- all applicable bulk sales, fraudulent conveyance or other law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreementsales Laws.

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Geo Specialty Chemicals Inc)

Bulk Sales Law. Buyer waives The Buyers hereby waive compliance by the Seller with the -------------- provisions of any applicable so-called bulk sales, fraudulent conveyance or other law for the protection transfer laws of creditors any jurisdiction in connection with the transfer sale of the Subject Assets under this AgreementAcquired Assets, and the Seller shall indemnify and hold harmless the Buyers and any of their Affiliates from and against any claims arising out of or due to failure to comply with such bulk transfer laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (XCel Brands, Inc.)

Bulk Sales Law. Buyer Each of the Buyers hereby waives compliance by the Seller with the -------------- provisions of any applicable bulk sales, fraudulent conveyance or other sales law for the protection of creditors in connection with the transfer of the Subject Purchased Assets under this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Systemax Inc)

Bulk Sales Law. Buyer waives The Buyers hereby waive compliance by the Seller Sellers with the -------------- provisions of any applicable so-called bulk sales, fraudulent conveyance or other law for the protection transfer laws of creditors any jurisdiction in connection with the transfer sale of the Subject Assets under this AgreementAcquired Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (XCel Brands, Inc.)

Bulk Sales Law. Buyer hereby waives compliance by the Seller Seller, in connection with the -------------- transactions contemplated hereby, with the provisions of any applicable bulk sales, fraudulent conveyance or other law for the protection of creditors in connection with the transfer of the Subject Assets under this Agreementlaws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Bulk Sales Law. Buyer hereby waives compliance by Seller and each of the Seller Subsidiaries with the -------------- requirements and provisions of any "bulk-transfer" Laws of any jurisdiction, that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for all the protection of creditors in connection with the transfer of the Subject Purchased Assets under this Agreementto Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (CSG Systems International Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- provisions of any all applicable so called “bulk sales, fraudulent conveyance or other law for the protection of creditors “bulk transfer” laws in connection with the transfer of the Subject Assets under transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanstar Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- requirements and provisions of any "bulk-transfer" laws of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Assets under this Agreementto Buyer. Seller hereby agrees to hold Buyer harmless from the claims of Seller's or Systems Chemistry's creditors arising from Seller's conduct of the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Submicron Systems Corp)

Bulk Sales Law. Buyer Purchaser hereby waives compliance by the Seller with the -------------- requirements and provisions of any “bulk-transfer” Legal Requirements that may otherwise be applicable bulk sales, fraudulent conveyance or other law for with respect to the protection of creditors in connection with the transfer sale of the Subject Purchased Assets under this Agreementto Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Therma Wave Inc)

Bulk Sales Law. Buyer hereby waives compliance by the Seller with the -------------- requirements and provisions of any “bulk-transfer” Legal Requirement of any jurisdiction that may otherwise be applicable bulk sales, fraudulent conveyance with respect to the sale of any or other law for the protection of creditors in connection with the transfer all of the Subject Assets under this Agreementto Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aviat Networks, Inc.)

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