Bulk Sales Law. The parties hereto agree to waive compliance with the provisions of the bulk sales law of any jurisdiction. The Sellers agree to indemnify and hold harmless Purchaser from and against any and all liabilities which may be asserted by third parties against Purchaser as a result of such noncompliance.
Appears in 5 contracts
Samples: Asset Purchase Agreement (L 3 Communications Corp), Asset Purchase Agreement (L 3 Communications Corp), Asset Purchase Agreement (L 3 Communications Holdings Inc)
Bulk Sales Law. The parties hereto agree to Parties hereby waive compliance with the provisions provisions, to the extent applicable, of the any bulk sales law under the Uniform Commercial Code of any jurisdictionjurisdiction that may otherwise be applicable with respect to the sale of any or all of the Transferred Assets to Buyer. The Sellers agree to Seller shall indemnify and hold harmless Purchaser Buyer, Parent, and their respective Affiliates, assignees or successors thereof from and against any and all liabilities which may be asserted and damages incurred or suffered by third parties against Purchaser as a result Buyer, Parent or any of their respective Affiliates, assignees or successors arising out of or related to such noncompliancewaiver.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Grilled Cheese Truck, Inc.), Asset Purchase Agreement (Grilled Cheese Truck, Inc.), Asset Purchase Agreement (Grilled Cheese Truck, Inc.)
Bulk Sales Law. The parties hereto agree to waive Each party waives all compliance by Seller and Purchaser with the provisions requirements of the any bulk sales law of any jurisdiction. The Sellers agree law, if and to indemnify and hold harmless Purchaser from and against any and all liabilities which may be asserted the extent applicable to the transactions contemplated by third parties against Purchaser as a result of such noncompliancethis Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Primedia Inc), Asset Purchase Agreement (Trinity Learning Corp), Asset Purchase Agreement (Trinity Learning Corp)
Bulk Sales Law. The parties hereto agree to waive compliance with the -------------- provisions of the any bulk sales law of any jurisdiction. The Sellers agree applicable to the transaction contemplated hereby, and Seller agrees to indemnify and hold harmless Purchaser Buyer for all Buyer's Damages resulting from and against any and all liabilities which may be asserted noncompliance by third parties against Purchaser as a result of Seller with any such noncomplianceapplicable bulk sales law.
Appears in 1 contract
Bulk Sales Law. The parties hereto agree to waive compliance with the provisions of the bulk sales law of any jurisdiction. The Sellers agree Seller agrees to indemnify and hold harmless Purchaser Buyer from and against any and all liabilities which may be asserted by third parties against Purchaser Buyer as a result of such noncompliance, except for such liabilities assumed pursuant to the Assumption Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Evenflo & Spalding Holdings Corp)
Bulk Sales Law. The parties hereto agree to waive compliance with the provisions of the bulk sales law of any jurisdiction. The Sellers agree to indemnify and hold harmless Purchaser Buyer from and against any and all liabilities which that may be asserted by third parties against Purchaser Buyer as a result of such noncompliance; provided, however, that nothing contained in this Section 10.7 shall be interpreted or construed to relieve Buyer of any liability or responsibility for any Assumed Liability or to provide for indemnification against any Assumed Liability.
Appears in 1 contract
Samples: Asset Purchase Agreement (Weight Watchers International Inc)
Bulk Sales Law. The parties hereto agree Except to waive the extent prohibited by applicable law, each party waives all compliance by Sellers and Purchaser with the provisions requirements of the any bulk sales law of any jurisdictionlaw, if and to the extent applicable to the transactions contemplated by this Agreement. The Sellers agree to indemnify and hold harmless Purchaser from and against any and all liabilities which may be asserted by third parties against Purchaser as a result of such noncomplianceARTICLE VII.
Appears in 1 contract
Bulk Sales Law. The parties hereto Parties agree to waive compliance with the provisions of the bulk sales law of any jurisdiction. The Sellers agree to indemnify and hold harmless Purchaser Buyer from and against any and all liabilities which that may be asserted by third parties against Purchaser Buyer as a result of such noncompliance.
Appears in 1 contract
Samples: Asset Purchase Agreement (Weight Watchers International Inc)