Common use of Bulk Sales Law Clause in Contracts

Bulk Sales Law. The Purchaser hereby waives compliance by the Seller with all applicable bulk sales laws; PROVIDED, HOWEVER, that this waiver shall not relieve the Seller of its indemnification obligations to the Parent and the Purchaser pursuant to Section 11.2 hereof as a result of the Seller's non-compliance with any applicable bulk sales or similar laws.

Appears in 2 contracts

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

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Bulk Sales Law. The Purchaser hereby Buyer waives compliance by the Seller with all applicable the provisions of bulk sales lawsand similar laws applicable to this transaction, if any; PROVIDED, HOWEVER, that this waiver shall not relieve the Seller of its indemnification obligations to the Parent and the Purchaser pursuant to Section 11.2 hereof any loss, liability, obligation or cost suffered by Buyer as a result of the Seller's non-compliance with any applicable bulk sales or similar lawsfailure by Seller to comply therewith shall be borne by Seller and that Seller shall indemnify Buyer and hold Buyer harmless therefrom.

Appears in 1 contract

Samples: Asset Purchase Agreement (Granite Broadcasting Corp)

Bulk Sales Law. The Purchaser Buyer hereby waives compliance by Sellers with the Seller with all applicable provisions of any bulk sales laws; PROVIDEDlaws applicable to this transaction, HOWEVERif any, that and Sellers hereby agree to indemnify Buyer for any claims and demands of whatever nature (other than the liabilities expressly assumed by Buyer under this waiver shall not relieve the Seller Agreement) asserted against Buyer by any creditor of its indemnification obligations Sellers for noncompliance by Sellers or Buyer with any bulk sales laws or similar laws which may be applicable to the Parent and the Purchaser pursuant to Section 11.2 hereof as a result sale or transfer of the Seller's non-compliance with any applicable bulk sales or similar lawsAcquired Assets hereunder.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Piccadilly Cafeterias Inc)

Bulk Sales Law. The Purchaser hereby waives compliance by Sellers with the Seller with provisions of all applicable bulk sales laws; PROVIDEDBulk Sales Laws, HOWEVERor other similar provisions, provided, however that this waiver shall not relieve the Seller of its indemnification obligations Sellers agree to the Parent indemnify and the hold Purchaser pursuant to Section 11.2 hereof as a result of the Seller's non-compliance with harmless for any applicable bulk sales or similar lawsclaims arising thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nassau Broadcasting Corp)

Bulk Sales Law. The Purchaser hereby waives compliance by the Seller Sellers with all applicable the provisions of the bulk sales laws; PROVIDEDlaw of any state. Seller shall bear, HOWEVERand hold Purchaser harmless from, that this waiver shall not relieve the Seller of its indemnification obligations to the Parent any and the Purchaser pursuant to Section 11.2 hereof as a result of the Seller's all liability arising from such non-compliance with any applicable bulk sales or similar lawscompliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celanese Ag)

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Bulk Sales Law. The Purchaser hereby waives compliance by the Seller with all applicable bulk sales laws; PROVIDED, HOWEVER, that this waiver shall not relieve the Seller of its indemnification obligations to the Parent and the Purchaser pursuant to Section 11.2 hereof as a result of the Seller's non-compliance with any applicable bulk sales law, and Seller agrees to indemnify and hold harmless Purchaser (and any affiliates thereof) from and against any claims or similar lawsliabilities not assumed by Purchaser pursuant to this Agreement asserted against Purchaser (or any affiliate thereof) by any creditor of Seller or the Division by reason of such noncompliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rollins Inc)

Bulk Sales Law. The Purchaser Buyer hereby waives compliance by the Seller with the provisions of all applicable bulk sales laws; PROVIDEDBulk Sales Laws, HOWEVERor other similar provisions, provided, however that this waiver shall not relieve the Seller of its indemnification obligations agrees to the Parent indemnify and the Purchaser pursuant to Section 11.2 hereof as a result of the Seller's non-compliance with hold Buyer harmless for any applicable bulk sales or similar lawsclaims arising thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nassau Broadcasting Corp)

Bulk Sales Law. The Purchaser hereby waives compliance by Sellers with the Seller with provisions of all applicable bulk sales laws; PROVIDEDBulk Sales Laws, HOWEVERor other similar provisions, provided, however, that this waiver shall not relieve the Seller of its indemnification obligations Sellers agree to the Parent indemnify and the hold Purchaser pursuant to Section 11.2 hereof as a result of the Seller's non-compliance with harmless for any applicable bulk sales or similar lawsclaims arising thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nassau Broadcasting Corp)

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