Common use of Bulk Sales Laws Clause in Contracts

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the provisions of the "bulk sales" or similar laws of any state. Seller agrees to indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify Buyer and hold it Buyer harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer or any of its Affiliates as a result of any failure of Seller to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller with the provisions of the "“bulk sales" ”, “bulk transfer” or similar laws of any state. Seller agrees to indemnify and Buyer and hold it harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer or any of its affiliates as a result of any failure of Seller to comply with any "such “bulk sales" ”, “bulk transfer” or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the --------------- provisions of the "bulk sales" or similar laws of any state. Seller agrees to shall indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer hereby waives agrees to waive any non-compliance by Seller Sellers with respect to the provisions of the "“bulk sales" ”, “bulk transfer” or similar laws Laws of any state. Seller agrees to indemnify Buyer state or other jurisdiction in connection with the sale of the Transferred Assets and hold it harmless from any the Purchased Interests and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar lawsthe other transactions contemplated hereby.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the provisions of the "bulk sales" or similar laws --------------- of any state. Seller applicable bulk sales law, and Buyer agrees to indemnify Buyer and hold it Sellers harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained claims made by Buyer as a result of any failure of Seller creditors with respect to comply non-compliance with any "bulk sales" or similar lawssales law.

Bulk Sales Laws. The Buyer hereby waives compliance by Seller with the provisions of the "bulk sales" or similar laws of any state. Seller agrees to indemnify the Buyer and hold it harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by the Buyer or any affiliate as a result of any failure of Seller to comply with any "bulk sales" or similar laws.]

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller with the provisions of the "“bulk sales" ,” “bulk transfer” or similar laws of any state. Seller agrees to indemnify Buyer and hold it Buyer harmless from against any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained Damages incurred or suffered by Buyer or any of its Affiliates as a result of any failure of Seller to comply with any "such “bulk sales" ,” “bulk transfer” or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the provisions of the "any applicable bulk sales" sale or similar bulk transfer laws of any statejurisdiction in connection with the sale of the Acquired Assets to Buyer. Notwithstanding the foregoing, Seller agrees to shall indemnify Buyer and hold it harmless from Buyer against any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained claims that may be asserted by any Third Party against Buyer as a result of any failure of noncompliance by Seller to comply with any "such bulk sales" or similar transfer laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller the Company with the provisions of the "“bulk sales" ” or similar laws of any state. Seller The Company agrees to indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's ’s fees) sustained by Buyer as a result of any failure of Seller the Company to comply with any "“bulk sales" ” or similar laws.

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller with the provisions of the "“bulk sales" ”, “bulk transfer” or similar laws of any state. Seller agrees to indemnify Buyer and hold it Buyer harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer or any of its Affiliates as a result of any failure of Seller to comply with any "such “bulk sales" ”, “bulk transfer” or similar laws.

Bulk Sales Laws. The Buyer hereby waives compliance by Seller with the provisions of the "bulk sales" or similar laws of any state. Seller agrees to indemnify the Buyer and hold it harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by the Buyer or any affiliate as a result of any failure of Seller to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer and Seller hereby waives waive compliance by Seller with the provisions of the "bulk sales" or similar laws sales Law of any statestate relating to bulk transfers in connection with the sale of the Inventory hereunder. Notwithstanding the foregoing, nothing herein shall estop or prevent Seller agrees to indemnify or Buyer and hold it harmless from any and all lossasserting, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of bar or defense to any failure of Seller Proceeding brought under any such Law, that such Law is not applicable to comply with any "bulk sales" or similar lawsthe transactions contemplated by this Agreement.

Bulk Sales Laws. Buyer hereby Purchaser waives compliance by Seller with any bulk sales or similar Laws applicable to the provisions transactions contemplated hereby. If any creditor of Seller is entitled to the benefit of any bulk sales Laws as against Purchaser or any of the "bulk sales" or similar laws of any state. Seller agrees to indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained Conveyed Assets transferred by Buyer as a result of any failure of Seller to comply with any "bulk sales" Purchaser pursuant to this Agreement, Seller shall immediately satisfy such claim in full or similar lawsundertake its defense at Seller's expense.

Bulk Sales Laws. Buyer Each of the Buyers and Seller hereby waives waive compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify Buyer and hold it each Buyer harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by each such Buyer or any of its Affiliates as a result of any failure of Seller to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller or any of its Affiliates with the provisions of the "“bulk sales" ”, “bulk transfer” or similar laws Laws of any statestate or any jurisdiction outside the United States that may otherwise be applicable with respect to the sale of any of the Transferred Assets. Seller agrees to fully indemnify Buyer and hold it harmless against all Liability resulting from a Third Party Claim which Buyer may suffer due to Seller’s failure to so comply or to provide notice required by any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar lawssuch Law.

Bulk Sales Laws. Buyer The Seller and the Buyers hereby waives waive --------------- compliance by the Seller with the provisions of the "bulk sales," "bulk transfer" or similar laws of any statestate or other jurisdiction. The Seller agrees to indemnify Buyer and hold it the Buyers harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer the Buyers as a result of any failure of Seller to comply with any such "bulk sales," "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller and Seller waives compliance by Buyer with the provisions of the "any applicable bulk sales" , fraudulent conveyance or similar laws other law for the protection of any state. creditors, and Seller agrees to shall indemnify Buyer and hold it Buyer harmless from and reimburse Buyer for, any and all lossclaims, cost, damage and expense liabilities or obligations (including but not limited to, reasonable attorney's fees) sustained other than those assumed by Buyer as a result hereunder) which Buyer may suffer or incur by virtue of any failure noncompliance by Buyer with such applicable laws under the indemnity provisions of Seller to comply with any "bulk sales" or similar lawsSection 12 herein.

Bulk Sales Laws. Buyer hereby waives compliance by Seller Sellers with the --------------- provisions of the "bulk sales" or similar laws of any state. Seller agrees to Sellers shall indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's attorneys' fees) sustained by Buyer as a result of any failure of Seller Sellers to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer Buyers hereby waives waive compliance by Seller with the provisions of the "bulk sales" or similar laws of any state. Seller agrees to indemnify Buyer Buyers and hold it them harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's attorneys' fees) sustained by Buyer Buyers as a result of any failure of Seller to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer Purchaser hereby waives compliance by Seller with the provisions of the "any applicable bulk sales" sale or similar bulk transfer laws of any statejurisdiction (“Bulk Sales Laws”) in connection with the sale of the Acquired Assets to Purchaser. Seller agrees to indemnify Buyer pay and hold it harmless from any and discharge in due course all lossclaims made by creditors of Seller, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained except those Assumed Liabilities expressly assumed by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar lawsPurchaser in this Agreement.

Bulk Sales Laws. Buyer hereby waives compliance by Seller Sellers with the --------------- provisions of the "bulk sales" or similar laws of any state. Seller agrees Sellers agree to indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any failure of Seller Sellers to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the provisions of the "any applicable bulk sales" sale or similar bulk transfer laws of any statejurisdiction (“Bulk Sales Laws”) in connection with the sale of the Purchased Assets to Buyer. Seller agrees to indemnify Buyer pay and hold it harmless from any and discharge in due course all lossclaims made by creditors of Seller, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained except those expressly assumed by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar lawsin this Agreement.

Bulk Sales Laws. Buyer Representative and Seller each hereby waives waive compliance by Seller with the provisions of the "bulk sales," "bulk transfer" or similar laws of any statejurisdiction. In consideration of Buyer Representative's waiver, Seller agrees to indemnify Buyer shall indemnify, defend and hold it the Buyer Indemnitees harmless in accordance with and subject to Article XI against any Losses resulting from any and all loss, cost, damage and expense (including but not limited to, reasonable attorneySeller's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar lawsso comply.

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller with the provisions of the "“bulk sales" sales,”“bulk transfer” or similar laws of any state. Seller agrees to indemnify Buyer and hold it Buyer harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer or any of its Affiliates as a result of any failure of Seller to comply with any "such “bulk sales" sales,”“bulk transfer” or similar laws.

Bulk Sales Laws. Buyer hereby waives agrees to waive compliance by Seller --------------- with the provisions requirements of the "bulk sales" or similar laws of any stateall applicable laws, if any, relating to sales in bulk. Seller agrees to pay and discharge when due, and to indemnify Buyer and hold it harmless Buyer from any and against, all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained claims that could be asserted against Buyer by Buyer as a result reason of any failure of Seller to comply with any "bulk sales" or similar lawssuch non-compliance.

Bulk Sales Laws. Buyer Buyers hereby waives waive compliance by Seller Sellers with the provisions of the "bulk sales" or similar laws of any state. Seller agrees Sellers agree to indemnify Buyer Buyers and hold it them harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer Buyers as a result of any failure of Seller Sellers to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller Seller, in connection with the transactions contemplated hereby, with the provisions of the "any applicable bulk sales" or similar laws of any state. transfer laws; provided, however, that Seller agrees to shall indemnify and hold harmless Buyer and hold it harmless all other Buyer Group Members from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result Losses arising out of any or relating to the failure of Seller to comply with provisions of any "applicable bulk sales" or similar transfer laws.

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by --------------- Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify Buyer and hold it Buyer harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer or any of its Affiliates as a result of any failure of Seller to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Sellers hereby waives waive compliance by Seller Sellers with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees Sellers agree to indemnify Buyer and hold it Buyer harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer as a result of any failure of Seller to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer hereby waives waive compliance by Seller with the provisions of the "any applicable bulk sales" sale or similar bulk transfer laws of any statejurisdiction (“Bulk Sales Laws”) in connection with the sale of the Purchased Assets to Buyers (other than any obligations with respect to the application of the proceeds herefrom). Pursuant to Article VII, Seller agrees has agreed to indemnify Buyer and hold it harmless from Buyers against any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained liabilities which may be asserted by Buyer third parties against Buyers as a result of any failure of Seller to comply Seller’s noncompliance with any "bulk sales" or similar lawssuch Bulk Sales Law.

Bulk Sales Laws. Buyer hereby waives compliance by Seller each of the Sellers, in connection with the transactions contemplated hereby, with the provisions of any applicable bulk sales or bulk transfer law. Each of the "bulk sales" or similar laws of any state. Seller Sellers agrees to indemnify Buyer and hold it Buyer harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any claims relating to the failure of Seller to comply with any "bulk sales" or similar such laws.

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller with the provisions of the "“bulk sales" ”, “bulk transfer” or similar laws of any state. Each of Seller and the Controlling Owner agrees to indemnify and Buyer and hold it harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer or any of its affiliates as a result of any failure of Seller to comply with any "such “bulk sales" ”, “bulk transfer” or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the --------------- provisions of the "any applicable bulk sales" , fraudulent conveyance or similar laws other law for the protection of any state. creditors, and Seller agrees to indemnify indemnifies and shall hold Buyer and hold it harmless from and reimburse Buyer for, any and all lossclaims, costliabilities or obligations, damage and including the expense (including but not limited toof defense thereof, reasonable attorney's fees) sustained which Buyer may suffer or incur by virtue of the noncompliance by Seller or Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar such applicable laws.

Bulk Sales Laws. Buyer and Seller hereby waives waive compliance by Seller with the provisions of the "“bulk sales" ,” “bulk transfer” or similar laws Laws of any statejurisdiction. Seller Xxxxxx agrees to indemnify Buyer and hold it harmless from Buyer Indemnitees expenses incurred by any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer Indemnitees as a result of any failure of Seller to comply with any "such “bulk sales" ,” “bulk transfer” or similar lawsLaws.

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller with the provisions of the "“bulk sales" ”, “bulk transfer” or similar laws of any state. Seller and each of the Controlling Owners agrees to indemnify Buyer and hold it Buyer harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer or any of its affiliates as a result of any failure of Seller to comply with any "such “bulk sales" ”, “bulk transfer” or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller and the --------------- Seller Subs with the provisions of the "bulk sales", "bulk transfer" or similar laws of any statestate or Non-United States jurisdiction. Seller agrees and Buyer, agree to indemnify Buyer and hold it the other harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer such party or any of its affiliates as a result of any failure of Seller to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller --------------- Seller, in connection with the transactions contemplated hereby, with the provisions of the "any applicable bulk sales" sales or similar laws of any statebulk transfer law. Seller agrees to indemnify Buyer and hold it Buyer harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any Claims relating to the failure of Seller to comply with any "bulk sales" or similar such laws.

Bulk Sales Laws. Buyer The parties each hereby waives waive compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify and hold Buyer and hold it its Affiliates harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer or any of its Affiliates as a result of any failure of Seller to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller Sellers with the --------------- provisions of the "bulk sales" or similar laws of any state. Seller agrees to Sellers shall indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar laws.attorneys'

Bulk Sales Laws. Buyer hereby waives compliance by Seller with any applicable bulk sales laws in connection with the provisions of the "bulk sales" or similar laws of transactions contemplated hereby, and Seller hereby indemnifies and holds harmless Buyer from and against any state. Seller agrees liability for such failure to indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar lawscomply.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the --------------- provisions of the "bulk sales" or similar laws of any state. Seller agrees to indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's attorneys' fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the provisions of the "“bulk sales" ”, “bulk transfer” or similar laws of any state. Seller agrees to indemnify Buyer for and hold it harmless Buyer from and against any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Damages of Buyer as a result of any failure of Seller to comply resulting from Seller’s non-compliance with any "applicable bulk sales" sales or similar bulk transfer laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller has complied with the provisions of the "bulk sales" or similar any applicable Bulk Sales laws of any state. Seller agrees to and will indemnify Buyer and hold it harmless from and against any and all lossdemands, costclaims, damage actions, causes of action, losses, damages, liabilities, costs and expense expenses (including but not limited to, reasonable attorney's feesfees and disbursements of counsel) sustained by Buyer arising as a result of any failure of Seller to comply with any "bulk sales" or similar lawsapplicable Bulk Sales Laws in connection with the sale, conveyance, assignment, transfer and delivery of the Purchased Assets.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the --------------- provisions of the "any bulk sales" , bulk transfer or similar laws of any state. laws, and Seller agrees and the Owners agree to indemnify Buyer and hold it Buyer harmless from against any and all losslosses, costcosts, damage and expense damages, charges or expenses of any nature (including but not limited to, reasonable attorney's fees) sustained by Buyer resulting from Seller's non-compliance with such laws, except to the extent that any liability arising as a result of such non-compliance relates to any failure of Seller to comply with any "bulk sales" or similar lawsthe Assumed Liabilities.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the provisions of the "any applicable bulk sales" or similar laws of any state. sales law, and Seller agrees to indemnify Buyer and hold it Buyer harmless from all claims made by creditors of Seller with respect to non-compliance with any and all lossbulk sales law, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained except to the extent that such claims result from liabilities assumed by Buyer as a result of any failure of Seller to comply with any "bulk sales" hereunder or similar lawsliabilities arising from operations or activities after Closing.

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. In consideration of Buyer's waiver, Seller agrees to indemnify shall indemnify, defend and hold Buyer and hold it the other Buyer Indemnitees harmless subject to and in accordance with Article XI of the Master Agreement from and against any and all loss, cost, damage and expense (including but not limited to, reasonable attorneyLosses resulting from Seller's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar lawsso comply.

Bulk Sales Laws. Buyer hereby waives Seller shall be responsible for compliance by Seller with the provisions of the "bulk sales" or similar laws of any statestate applicable to this transaction. Seller agrees to indemnify Buyer and hold it harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer or any affiliate as a result of any failure of Seller to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the provisions of the "bulk sales" or similar laws of any state. Seller agrees to indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller and Seller’s Affiliates with the requirements and provisions of the "bulk sales" or similar laws any “bulk-transfer” Laws of any state. Seller agrees jurisdiction that may otherwise be applicable with respect to indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result the sale of any failure of Seller or all the Assigned Interests to comply with any "bulk sales" or similar lawsBuyer.

Bulk Sales Laws. Buyer Buyers hereby waives waive compliance by Seller with --------------- the provisions of the "bulk sales" or similar laws of any state. Seller agrees to indemnify Buyer Buyers and hold it them harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's attorneys' fees) sustained by Buyer Buyers as a result of any failure of Seller to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees and Shareholder jointly and severally agree to indemnify Buyer and hold it Buyer harmless from and against any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained Loss incurred by Buyer or any of its Affiliates as a result of any failure of Seller to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer Purchaser and Seller each hereby waives waive compliance by Seller with the provisions of the "bulk sales" ", "bulk transfer' or similar laws of any stateNew York. Seller agrees to indemnify Buyer Purchaser and hold it Purchaser harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs, and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer Purchaser as a result of any failure of Seller to comply non-compliance with any "bulk sales" or similar such laws.

Bulk Sales Laws. The Buyer hereby waives compliance by Seller the --------------- Sellers with the provisions of the "any bulk sales" or similar sales laws of any statewhich may be applicable. Seller agrees The Sellers agree, jointly and severally, to indemnify Buyer and hold it the Buyer harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by the Buyer as a result of any failure of Seller to comply with such bulk sales laws, except to the extent of the Buyer's failure to pay any "bulk sales" or similar lawsof the Assumed Liabilities.

Bulk Sales Laws. Buyer hereby waives compliance by Seller, and Seller waives compliance by Buyer, with the provisions of the "“bulk sales" ”, “bulk transfer” or similar laws of any state. Seller agrees to indemnify Buyer and hold it harmless , other than any Laws which would exempt any of the transactions contemplated by this Agreement from any and all loss, cost, damage and expense (including Tax liability which would be imposed but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar lawsfor such compliance.

Bulk Sales Laws. Buyer hereby waives compliance by Seller with the --------------- provisions of the "bulk sales" or similar laws of any state. Seller agrees to ---------- indemnify Buyer and hold it harmless from any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any failure of Seller to comply with any "bulk sales" or similar laws.

Bulk Sales Laws. Buyer Buyer, the Company and Seller each hereby waives waive compliance by Seller with the provisions of the "“bulk sales" ,” “bulk transfer” or similar laws of any state. Seller agrees to shall indemnify Buyer and hold it harmless from the Company against any and all loss, cost, damage and expense (including but not limited to, reasonable attorney's fees) sustained liabilities that may be enacted by Buyer third parties against the Company as a result of any failure of Seller to comply with any "bulk sales" or similar lawssuch noncompliance.

Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller and its Affiliates with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify Buyer and hold it Buyer harmless from against any and all lossclaims, costlosses, damage damages, liabilities, costs and expense (including but not limited to, reasonable attorney's fees) sustained expenses incurred by Buyer or any of its Affiliates as a result of any failure of Seller to comply with any such "bulk sales", "bulk transfer" or similar laws.