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 waives compliance by the Seller with all applicable the provisions of the bulk sales laws; PROVIDED, HOWEVER, that this waiver shall not relieve the Seller law 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 lawsstate.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Coolsavings Inc), Asset Purchase Agreement (Alliance Data Systems Corp)

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 Seller agrees to indemnify and hold Buyer harmless for any claims arising thereunder, except for 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 lawsAccounts Payable assumed by Buyer hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nassau Broadcasting Corp), Asset Purchase Agreement (Nassau Broadcasting Corp)

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" or similar laws.law by Seller, and Seller shall indemnify and hold Purchaser harmless against any liability under any such law and any losses resulting from non-compliance therewith or Seller's application of the proceeds of the transactions contemplated by this Agreement. ARTICLE 3

Appears in 1 contract

Samples: Asset Purchase Agreement (Afc Enterprises Inc)

Bulk Sales Law. The Purchaser hereby waives compliance by the Seller with the provisions of all applicable state bulk sales laws; PROVIDED, HOWEVER, that this waiver shall not relieve and the Seller warrants and agrees to pay and discharge when due all claims of its indemnification obligations creditors which could be asserted against Purchaser by reason of such noncompliance to the Parent extent that such liabilities arise before the Closing, and the agrees to protect, defend, save harmless and indemnify Purchaser from and against any and all such claims and demands pursuant to Section 11.2 the procedures set forth in Article VIII hereof as a result of the Seller's non-compliance with any applicable bulk sales or similar lawswhich shall apply thereto in all respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Front Porch Digital 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: 4 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)

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)

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Bulk Sales Law. The Purchaser hereby waives compliance by Sellers, in connection with the Seller transactions contemplated hereby, with all applicable bulk sales laws; PROVIDED, HOWEVER, that this waiver shall not relieve the Seller provisions 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 lawslaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vulcan Materials Co)

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 Sellers with any applicable bulk sales laws and the Sellers agree to jointly and severally indemnify the Purchaser and hold the Purchaser harmless against any losses, liabilities or similar damages (including reasonably attorneys' fees and costs) incurred by the Purchaser for reason of any failure to comply with any such laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paula Financial)

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 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)

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