Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
Appears in 53 contracts
Samples: Asset Purchase Agreement (Innovative Food Holdings Inc), Asset Purchase Agreement (Innovative Food Holdings Inc), Purchase and Sale Agreement (Cipher Mining Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 51 contracts
Samples: Asset Purchase Agreement (Lm Funding America, Inc.), Asset Purchase Agreement (Singing Machine Co Inc), Asset Purchase Agreement (Recruiter.com Group, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
Appears in 29 contracts
Samples: Asset Purchase Agreement (Fresh2 Group LTD), Asset Purchase Agreement (Marpai, Inc.), Asset Purchase Agreement (Wag! Group Co.)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
Appears in 13 contracts
Samples: Asset Purchase Agreement (GPB Holdings II, LP), Asset Purchase Agreement (Bgsf, Inc.), Asset Purchase Agreement (Evoqua Water Technologies Corp.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 9 contracts
Samples: Asset Purchase Agreement (Hydrofarm Holdings Group, Inc.), Asset Purchase Agreement (Sientra, Inc.), Asset Purchase Agreement (Addvantage Technologies Group Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer. Any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 6 contracts
Samples: Asset Purchase Agreement (BT Brands, Inc.), Asset Purchase Agreement (VidAngel, Inc.), Asset Purchase Agreement (Wrap Technologies, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws Legal Requirements of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Transferred Assets to Buyerthe Purchaser.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Oclaro, Inc.), Option Agreement (Oclaro, Inc.), Asset Purchase Agreement (Ii-Vi Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Bulk Sales Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of State in which the Purchased Assets are located or in which operations relating to Buyerthe Business are conducted.
Appears in 5 contracts
Samples: Asset Purchase Agreement (New York Times Co), Asset Purchase Agreement (Benedek Communications Corp), Asset Purchase Agreement (Pulitzer Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions bulk sales laws of any bulk sales, bulk transfer state in which the Assets are located or similar Laws of any jurisdiction that may otherwise be applicable with respect in which operations relating to the sale of any or all of the Purchased Assets to BuyerBusiness are conducted.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Naturade Inc), Asset Purchase Agreement (Naturade Inc), Asset Purchase Agreement (Naturade Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any liabilities arising out of the failure of Seller to comply with requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Agriforce Growing Systems Ltd.), Asset Purchase Agreement (Jupiter Wellness, Inc.), Asset Purchase Agreement (Jupiter Wellness, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any liabilities arising under any bulk sales, bulk transfer or similar laws of any jurisdiction shall be treated as Excluded Liabilities. For avoidance of doubt, this waiver does not apply with respect to any laws or requirements relating to Taxes.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Trulieve Cannabis Corp.), Asset Purchase Agreement (Trulieve Cannabis Corp.), Asset Purchase Agreement (Trulieve Cannabis Corp.)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Salona Global Medical Device Corp), Asset Purchase Agreement (Constellation Brands, Inc.), Asset Purchase Agreement (Constellation Brands, Inc.)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction (collectively, “Bulk Sales Laws”) that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Ranger Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerBuyers; it being understood that any Liabilities arising out of the failure of Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 4 contracts
Samples: Master Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP), Master Purchase Agreement (Emcore Corp)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall remain with Seller.
Appears in 3 contracts
Samples: Asset Purchase Agreement (New Jersey Mining Co), Asset Purchase Agreement (New Jersey Mining Co), Asset Purchase Agreement
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Paltalk, Inc.), Asset Purchase Agreement (Centene Corp), Asset Purchase Agreement (Central Energy Partners Lp)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale or transfer of any or all of the Purchased Assets to Buyer.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Interactive Strength, Inc.), Asset Purchase Agreement (Interactive Strength, Inc.), Asset Purchase Agreement (Interactive Strength, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction (“Bulk Sales Laws”) that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Greenrose Acquisition Corp.), Asset Purchase Agreement (Northern Power Systems Corp.), Asset Purchase Agreement (Northern Power Systems Corp.)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerBuyer and waive all claims related to the non-compliance therewith.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 3 contracts
Samples: Asset Purchase and Fuel Supply Agreement (EzFill Holdings Inc), Asset Purchase Agreement (Splash Beverage Group, Inc.), Asset Purchase Agreement (OMNIQ Corp.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Chosen, Inc.), Asset Purchase Agreement (Kingsway Financial Services Inc), Asset Purchase Agreement (TRxADE HEALTH, INC)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to the Buyer; it being understood that any Liabilities arising out of the failure of the Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)
Bulk Sales Laws. The parties hereby hereto waive compliance with the of any provisions of any bulk sales, bulk transfer or similar “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Impinj Inc), Asset Purchase Agreement (Impinj Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of a Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Continental Materials Corp), Asset Purchase Agreement (Luna Innovations Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Bulk Sales Laws of any jurisdiction that may otherwise be applicable with respect state or territory in which the Assets are located or in which operations relating to the sale of Business are conducted. Sellers jointly and severally shall defend, indemnify and hold Buyer harmless from any liability, damage, cost or all of the Purchased Assets expense relating to Buyersuch non-compliance.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Town & Country Corp), Asset Purchase Agreement (Commemorative Brands Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Retained Liabilities.
Appears in 2 contracts
Samples: Asset and Share Purchase Agreement, Asset and Share Purchase Agreement (Federal Signal Corp /De/)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Received Assets to BuyerTransferee.
Appears in 2 contracts
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer. The Parties agree that each Party shall bear its own costs for any damages arising out of or resulting from the failure of the Sellers or Buyer to comply with any such laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Above Food Ingredients Inc.), Asset Purchase Agreement (Arcadia Biosciences, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of the City or Blue Water to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 2 contracts
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets Property to Buyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (As Seen on TV, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of any of the parties to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be on the party who failed to comply with the applicable requirements and provisions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any tax clearance procedures, bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Woodward, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Emerald Holding, Inc.), Asset Purchase Agreement (Monitronics International Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of the Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Red Lion Hotels CORP)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyerthe Buyers.
Appears in 2 contracts
Samples: Master Transaction Agreement (Changyou.com LTD), Master Transaction Agreement (Sohu Com Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to the Buyer; it being understood that any Liabilities arising out of the failure of any Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (SpartanNash Co)
Bulk Sales Laws. The parties hereby waive compliance to the extent applicable with the provisions of any bulk sales, bulk transfer or similar Laws Legal Requirements of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets Assets. Any Liability arising out of the failure of any Seller to Buyercomply with the requirements and provisions of any bulk sales, bulk transfer or similar Legal Requirements of any jurisdiction shall be treated as an Excluded Liability.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Systemax Inc), Asset Purchase Agreement (Pcm, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar sales Laws of any jurisdiction that may otherwise be applicable with respect state in which the Assets are located or in which operations related to the sale of any or all of the Purchased Assets to BuyerBusiness are conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Boeing Co), Asset Purchase Agreement (Spirit AeroSystems Holdings, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser; it being understood that any Liabilities arising out of the failure of Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Merit Medical Systems Inc), Asset Purchase Agreement (Merit Medical Systems Inc)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any applicable bulk sales, bulk transfer transfer, or similar Laws of in any jurisdiction that in which the Acquired Assets are located or which may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyertransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Amneal Pharmaceuticals, Inc.), Asset Purchase Agreement (Kamada LTD)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets Product Rights to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Horizon Therapeutics Public LTD Co), Asset Purchase Agreement (Hyperion Therapeutics Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Farmer Brothers Co)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to the Buyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Global Power Equipment Group Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerBuyers.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (General Cable Corp /De/), Stock and Asset Purchase Agreement (Standard Motor Products Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerNewco; it being understood that any Liabilities arising out of the failure of the Company to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Aspen Group, Inc.)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction (collectively, “Bulk Sales Laws”) that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyerthe Purchaser, it being understood that any Liabilities arising out of the failure of Sellers to comply with the requirements and provisions of any Bulk Sales Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lowell Farms Inc.), Asset Purchase Agreement
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser; it being understood that any Liabilities arising out of the failure of any Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Retained Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Micronet Enertec Technologies, Inc.), Asset Purchase Agreement (Novatel Wireless Inc)
Bulk Sales Laws. The parties hereby waive compliance with any applicable Bulk Sales Laws in connection with the provisions sale, conveyance, assignment, transfer and delivery of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect the Assets by the Seller to the sale of any or all of Purchaser and the Purchased Assets to Buyerother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Summit Materials, LLC), Asset Purchase Agreement (Summit Materials, LLC)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
Appears in 1 contract
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Transferred Assets to Buyer.Purchaser; it being understood that any
Appears in 1 contract
Samples: Asset Purchase Agreement (Ra Medical Systems, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 1 contract
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer..
Appears in 1 contract
Samples: Asset Purchase Agreement (Special Diversified Opportunities Inc.)
Bulk Sales Laws. The parties hereby Parties agree to waive compliance with the provisions of any applicable bulk sales, bulk transfer sales Laws or other similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all and transfer of the Purchased Assets to BuyerAssets.
Appears in 1 contract
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Transferred Assets to BuyerPurchaser; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (STRATA Skin Sciences, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws Laws; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any jurisdiction that may otherwise bulk sales, bulk transfer or similar Laws shall be applicable with respect to the sale of any or all of the Purchased Assets to Buyertreated as Excluded Liabilities.
Appears in 1 contract
Bulk Sales Laws. The parties hereto hereby waive compliance by the Buyers and the Seller Parties with the provisions of bulk sales Law and any bulk sales, bulk transfer or other similar Laws of in any applicable jurisdiction that may otherwise be applicable with in respect to the sale of any or all of the Purchased Assets to Buyertransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset and Securities Purchase Agreement (CSS Industries Inc)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer, if applicable. After the Closing, Seller shall use the Purchase Price to fully discharge, satisfy and pay any and all outstanding Liabilities, Indebtedness and other obligations of the Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vapor Hub International Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.otherwise
Appears in 1 contract
Samples: Asset Purchase Agreement
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of any Seller or Buyer to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Target Hospitality Corp.)
Bulk Sales Laws. The Without admitting the applicability of the bulk transfer Laws of any jurisdiction, the parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
Appears in 1 contract
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Applicable Laws of any jurisdiction that may otherwise be applicable with respect to the bulk sale of any or assets, and Seller covenants and agrees to pay and discharge when due all claims of the Purchased Assets to Buyercreditors which could be asserted against Buyer by reason of such non-compliance.
Appears in 1 contract
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; provided, however, that Seller shall indemnify and hold harmless Buyer from any Losses incurred by Buyer caused by or as a result of the failure to comply with any such provisions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spectrum Pharmaceuticals Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerAssets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any liabilities arising out of the failure of Seller to comply with requirements and provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 1 contract
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer, it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Retained Liabilities.
Appears in 1 contract
Bulk Sales Laws. The parties hereby waive compliance with the provisions of bulk sales law and any bulk sales, bulk transfer or other similar Laws of laws in any applicable jurisdiction that may otherwise be applicable with in respect to the sale of any or all of the Purchased Assets to Buyertransactions contemplated by this Agreement.
Appears in 1 contract
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of any Seller Party to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.
Appears in 1 contract
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser. The parties hereto agree that any Losses arising out of the failure to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities for all purposes of this Agreement.
Appears in 1 contract
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser.
Appears in 1 contract
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerAssets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction are hereby treated as Excluded Liabilities.
Appears in 1 contract
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Contributed Assets to BuyerAcquirer.
Appears in 1 contract
Samples: Contribution and Sale Agreement (American Residential Properties, Inc.)
Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Acquired Assets to the Buyer.
Appears in 1 contract
Samples: Transaction Agreement (Federated Investors Inc /Pa/)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer, it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bellicum Pharmaceuticals, Inc)
Bulk Sales Laws. The parties hereby forever waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
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Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of any Party to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Applicable Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Applicable Laws of any jurisdiction shall be treated as Excluded Liabilities.
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Samples: Asset Purchase Agreement (Staffing 360 Solutions, Inc.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction that would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
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Samples: Asset Purchase and Sale Agreement
Bulk Sales Laws. The parties Each of the Parties hereby waive waives compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
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Samples: Asset Purchase Agreement
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser.
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Bulk Sales Laws. The Except as provided in Section 5.4(d), the parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets Property to BuyerPurchaser.
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Samples: Purchase and Sale Agreement (Applied Digital Corp.)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Acquired Assets to Buyer; it being understood that any liabilities arising out of the failure of a Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as an Excluded Liability.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be Excluded Liabilities for all purposes hereunder.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Acquired Assets to BuyerPurchaser.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of any Seller Party to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Acquired Assets to Buyer.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerBuyer Group; it being understood that any Liabilities arising out of the failure of Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
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Samples: Asset Purchase Agreement (Precision Aerospace Components, Inc.)
Bulk Sales Laws. The parties hereby hereto waive compliance with the provisions of any “bulk sales, bulk transfer sales laws” or similar Laws of any state or other jurisdiction which may be applicable to the transactions contemplated hereby or that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.
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Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Transferred Assets to BuyerBuyers, it being understood that any liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.
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Samples: Asset Purchase and Sale Agreement (Tucson Electric Power Co)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of transactions contemplated by this Agreement or any or all of Ancillary Agreement, provided that the Purchased Assets to BuyerCompany shall indemnify and hold harmless Buyer from any liability resulting from such non-compliance.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Bulk Sales Laws of any jurisdiction that may otherwise be applicable with respect State in which the Assets are located or in which operations relating to the sale of any or all of the Purchased Assets to BuyerBusiness are conducted.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Acquired Assets to the Buyer; it being understood that any Liabilities arising out of the failure of Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Acquired Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
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Bulk Sales Laws. The parties Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets Coins to Buyer.
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Samples: Asset Purchase and Contribution Agreement (Bitwise Bitcoin ETF)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer. Any Liabilities arising out of the failure of Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities will be treated as Excluded Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hudson Technologies Inc /Ny)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser, it being understood that any Liabilities arising out of the failure of the Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Retained Liabilities.
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Samples: Asset Purchase Agreement (Clean Diesel Technologies Inc)
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer. Any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
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Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to BuyerPurchaser.
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