Common use of Bulk Sales Laws Clause in Contracts

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller will not comply with the provisions of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Cincinnati Gas & Electric Co), Asset Purchase Agreement (Cincinnati Gas & Electric Co), Purchase and Sale Agreement (Delmarva Power & Light Co /De/)

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Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller Sellers will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller Sellers with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 6 contracts

Samples: Asset Purchase Agreement (New York State Electric & Gas Corp), Asset Purchase Agreement (Niagara Mohawk Power Corp /Ny/), Asset Purchase Agreement (Pennsylvania Electric Co)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 4 contracts

Samples: Closing Agreement (EnergySolutions, Inc.), Asset Sale Agreement (EnergySolutions, Inc.), Asset Purchase Agreement (Duke Energy Indiana, Inc.)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller will may, in its sole discretion, not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Pennsylvania Electric Co), Purchase and Sale Agreement (Pennsylvania Electric Co), Purchase and Sale Agreement (Pennsylvania Electric Co)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything Notwithstanding any provision in this Agreement to the contrary, neither Buyer nor Seller will not shall have any obligation to comply with the provisions of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Duquesne Light Holdings Inc), Purchase and Sale Agreement (Pepco Holdings Inc)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Subject to Section 8.1, Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 2 contracts

Samples: Asset Sale Agreement (CMS Energy Corp), Asset Sale Agreement (CMS Energy Corp)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions.. 240

Appears in 2 contracts

Samples: Asset Purchase Agreement (Illinois Power Co), Asset Purchase Agreement (Illinova Corp)

Bulk Sales Laws. Buyer Buyers hereby acknowledges acknowledge that, notwithstanding anything in this Agreement to the contrary, Seller will not comply with the provisions of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; Agreement and Buyer Buyers hereby irrevocably waives waive compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 2 contracts

Samples: Purchase Agreement (Conectiv), Purchase Agreement (Conectiv)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding --------------- anything in this Agreement to the contrary, Seller Sellers will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller Sellers with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 2 contracts

Samples: Asset Purchase Agreement (WPS Resources Corp), Asset Purchase Agreement (WPS Resources Corp)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller that Sellers will not comply with the provisions of the any bulk sales laws of in any jurisdiction in connection with the transactions contemplated by this Agreement; and Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Contango Oil & Gas Co)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrarycontrary and except for Seller's delivery of the certificates specified in Section 3.5(l), Seller will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictionsjurisdictions to the extent permitted by law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Citizens Communications Co)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller will Sellers may, in its sole discretion, not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller Sellers with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pennsylvania Electric Co)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding ------------------- anything in this Agreement to the contrary, Seller Sellers will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller Sellers with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Edison Mission Energy)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, that Seller will not comply with the provisions of the any bulk sales transfer or bulk sale laws of any jurisdiction in connection with the transactions contemplated by this Agreement; Agreement and the Ancillary Agreements. Seller agrees to indemnify and hold Buyer hereby irrevocably waives compliance harmless from and against any and all Damages incurred by Seller with the provisions Buyer or any of its Affiliates as a result of the failure to comply with any bulk sales or transfer laws of all applicable jurisdictionswith respect to the Acquired Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (B&G Foods, Inc.)

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Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller Sellers will not comply with the provisions provision of the bulk sales laws Laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller Sellers with the provisions of the bulk sales laws Laws of all applicable jurisdictionsjurisdictions and shall otherwise indemnify Sellers against any Losses Sellers suffer as a result of such non-compliance.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller that Sellers will not comply with the provisions of the any bulk sales laws of in any jurisdiction in connection with the transactions contemplated by this Agreement; Agreement and Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictionsand shall fully indemnify Sellers against any claims against Sellers arising from such non-compliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Contango Oil & Gas Co)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything --------------- in this Agreement to the contrary, Seller will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions; provided, however, that Seller shall fully and promptly indemnify, defend and hold Buyer harmless.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Opta Food Ingredients Inc /De)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything --------------- in this Agreement to the contrary, Seller Sellers will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller Sellers with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rochester Gas & Electric Corp)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, that Seller will not comply with the provisions of the any bulk sales laws of in any jurisdiction in connection with the transactions contemplated by this Agreement; and Buyer hereby irrevocably waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Southwestern Energy Co)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller will Sellers may, in their sole discretion, not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . Buyer hereby irrevocably waives compliance by Seller Sellers with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pennsylvania Electric Co)

Bulk Sales Laws. Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and Agreement to the extent they are applicable. Buyer hereby irrevocably waives compliance by Seller with the provisions of the such bulk sales laws of all applicable jurisdictionslaws; provided, however, that Seller shall fully and promptly indemnify, defend and hold Buyer harmless for any liability resulting for such failure, except to the extent that such liability has been expressly assumed by Buyer pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Vermont Pure Holdings LTD/De)

Bulk Sales Laws. The Buyer hereby acknowledges that, notwithstanding anything in this Agreement to the contrary, the Seller will not comply with the provisions provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement; and . The Buyer hereby irrevocably waives compliance by the Seller with the provisions of the bulk sales laws of all applicable jurisdictions.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Energy East Corp)

Bulk Sales Laws. The Buyer hereby acknowledges that, notwithstanding anything in this Agreement to that the contrary, Seller will not comply with the provisions of the any bulk sales transfer laws of any jurisdiction in connection with the transactions contemplated by this Agreement; . The Seller shall indemnify and hold the Buyer hereby irrevocably waives compliance by Seller with harmless from any Losses which the provisions of Buyer may incur due to the bulk sales laws of all applicable jurisdictionsfailure to so comply.

Appears in 1 contract

Samples: Asset Purchase Agreement (Post Holdings, Inc.)

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