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.
Appears in 8 contracts
Samples: Asset Purchase Agreement (Regent Communications Inc), Asset Purchase Agreement (Regent Communications Inc), Asset Purchase Agreement (American Radio Systems Corp /Ma/)
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.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC)
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 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.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Osborn Communications Corp /De/), Asset Purchase Agreement (Osborn Communications Corp /De/), Asset Purchase Agreement (Osborn Communications Corp /De/)
Bulk Sales Laws. Buyer and the Seller each hereby waives waive compliance by the Seller with the provisions of the "bulk sales," "bulk transfer" or similar laws of any state. The 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 a failure of Seller to comply with any such "bulk sales," "bulk transfer" or similar laws.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Scotts Company), Asset Purchase Agreement (Scotts Company), Asset Purchase Agreement (Scotts Company)
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.]
Appears in 2 contracts
Samples: Asset Purchase Agreement (Triathlon Broadcasting Co), Asset Purchase Agreement (American Radio Systems Corp /Ma/)
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 fees) sustained by Buyer Buyers as a result of any failure of Seller to comply with any "bulk sales" or similar laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Regent Communications Inc), Asset Purchase Agreement (Regent Communications Inc)
Bulk Sales Laws. Buyer The Purchaser hereby waives compliance by the Seller with the provisions of the "bulk sales" or similar laws of any statejurisdiction and all bulk sales tax provisions in all states. The Seller agrees to and the Parent shall indemnify Buyer the Purchaser and hold it harmless from and 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 Purchaser or any of its Affiliates as a result of any failure of Seller to comply with any "bulk sales" or similar such laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Source One Mortgage Services Corp), Asset Purchase Agreement (Fund American Enterprises Holdings Inc)
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.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Marquee Group Inc), Asset Purchase Agreement (Triathlon Broadcasting Co)
Bulk Sales Laws. Buyer Purchaser 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 and hold it Purchaser harmless from against any and all lossclaims, costlosses, damage and expense damages, liabilities (including but not limited totax liabilities), reasonable attorney's fees) sustained costs and expenses incurred by Buyer Purchaser or any of its affiliates or successors as a result of any failure of Seller to comply with any such "bulk sales", "bulk transfer" or similar laws.
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Bulk Sales Laws. Buyer Purchaser hereby waives compliance by Seller with the provisions of the "any applicable bulk sales" or similar laws of any state. sales laws, and Seller hereby agrees to indemnify Buyer and hold it save Purchaser harmless from against any and all losslosses or expenses, costspecifically including, 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 , arising from or in connection with any "bulk sales" or similar lawssuch non-compliance.
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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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Jupiter Media Metrix Inc)
Bulk Sales Laws. Buyer and Seller each hereby waives waive compliance by Seller with the provisions of the "bulk salesBULK 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.
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Bulk Sales Laws. Buyer Purchaser hereby waives compliance by Seller with the provisions of the "any bulk sales" sales or similar laws of any statetransfer laws, to the extent applicable. Seller agrees to shall indemnify Buyer and hold it Purchaser harmless from and against any and all loss, cost, damage liability and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result of any the parties failure of Seller to comply with any "bulk sales" sales or similar transfer laws, to the extent applicable.
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Bulk Sales Laws. Buyer Purchaser hereby waives compliance by Seller with the provisions of the "bulk sales" or similar laws sales Law of any state. state or foreign jurisdiction, and Seller agrees to indemnify Buyer Purchaser against and hold it Purchaser harmless from any and all lossclaims, costdemands, damage liabilities and expense (including but not limited to, reasonable attorney's fees) sustained by Buyer as a result obligations arising out of any the failure or alleged failure of Seller to comply with any "bulk sales" or similar lawssuch law in respect of the sale of the Acquired Assets to Purchaser.
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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 (other than the Assumed 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.
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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 Seller, on one hand, and Buyer, on the other hand, 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Jupiter Media Metrix Inc)